Registration No. 333-

                          -----------------------------
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                          -----------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              ALARIS Medical, Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                  13-3492624
                                (I.R.S. Employer
                             Identification Number)

                          -----------------------------
                             10221 Wateridge Circle
                        San Diego, California 92121-1579
                                 (619) 458-7000
                   (Address, including zip code, and telephone
                         number, including area code, of
                    registrant's principal executive offices)

                   ALARIS Medical, Inc. 1996 Stock Option Plan
                            (Full title of the plan)

                                John A. de Groot
                              ALARIS Medical, Inc.
                             10221 Wateridge Circle
                           San Diego, California 92121
                                 (619) 458-7000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                          -----------------------------
                                    Copy to:
                                Javier Hernandez
                  Gordon Altman Butowsky Weitzen Shalov & Wein
                              114 West 47th Street
                            New York, New York 10036
                                 (212) 626-0858
                          -----------------------------
<TABLE>
                         Calculation of Registration Fee
<S>                   <C>            <C>                        <C>                          <C>
Title of securities   Amount to be   Proposed maximum offering  Proposed maximum aggregate   Amount of
to be registered      registered     price per share (1)        offering price (1)           registration fee
-------------------   -------------  -------------------------  ---------------------------  -----------------
Common Stock, $.01
par value . . . . .   4,000,000(2)   $3.51                      $14,040,000                  $4,141.80
==================== =============== ========================== ===========================  =================
<FN>
<F1>
(1) Estimated  solely for the purposes of calculating the  registration  fee and
based (a) pursuant to Rule 457(h),  as to the 3,250,667 shares  purchasable upon
exercise of  outstanding  options,  upon the average price at which such options
may be exercised and (b) pursuant to Rule 457(c),  as to the  remaining  749,333
shares issuable upon exercise of options  reserved for issuance,  on the average
of the high and low prices for the  Registrant's  Common  Stock as quoted on the
Nasdaq National Market on March 4, 1998.
<F2>
(2) Pursuant to Rule 416(c),  there are also being registered  additional shares
of Common Stock as may become issuable pursuant to the anti-dilution  provisions
of the plan.
</FN>
</TABLE>


<PAGE>





                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.      PLAN INFORMATION

     In accordance  with Rule 428 under the  Securities  Act of 1933, as amended
(the  "Act"),  and the Note to Part I of Form S-8, the  information  required by
this item has been omitted from this Registration Statement.

ITEM 2.      REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
             INFORMATION

     In  accordance  with  Rule 428 under the Act and the Note to Part I of Form
S-8,  the  information  required  by  this  item  has  been  omitted  from  this
Registration Statement.


                                        1

<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  previously  filed  by the  Registrant  with  the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

       (a)   The Registrant's Annual Report on Form 10-K for the year ended 
             December 31, 1996;

       (b)   The  Registrant's  Quarterly  Report  on Form  10-Q for each of the
             quarters  ended March 31, 1997,  June 30, 1997,  September 30, 1997
             and December 31, 1997;

       (c)   The  Registrant's  Current  Report  on Form  8-K/A  filed  with the
             Commission on February 7, 1997;

       (d)   The description of the  Registrant's  Common Stock contained in the
             Registration   Statement   on  Form   S-1  of   Advanced   Medical,
             Inc.(Registration No. 33-44064).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of  the  Exchange  Act  after  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities offered have been sold or which removes from
registration  all  securities  then  remaining  unsold,  shall be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



                                        II-1

<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides  for the  indemnification  of  officers  and  directors  under  certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

         Section 102(b) of the General  Corporation Law of the State of Delaware
permits a corporation,  by so providing in its certificate of incorporation,  to
eliminate or limit director's  liability to the corporation and its stockholders
for monetary  damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders;  (ii) acts or
omissions  not made in good faith or which  involve  intentional  misconduct  of
knowing  violations  of  law;  (iii)  liability  for  dividends  paid  or  stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any  transaction  from  which the  director  derived an  improper  personal
benefit.  Section  102(b)(7) does not authorize any limitation on the ability of
the  corporation  or its  stockholders  to obtain  injunctive  relief,  specific
performance or other equitable relief against directors.

         ARTICLE   ELEVENTH  of  the   Registrant's   Restated   Certificate  of
Incorporation  provides that no director of the  Registrant  shall be liable for
monetary  damages except to the extent  required by law as in effect at the time
the claim of liability is asserted.

         ARTICLE FOURTH of the Registrant's  By-laws provides that a director or
officer of the Registrant  (a) shall be  indemnified  by the Registrant  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  incurred in connection with any litigation or other legal proceeding
(other than an action by or in the right of the Registrant)  brought against him
by virtue of his  position  as a director  or officer  of the  Registrant  or by
virtue of his position as a director or officer of another company, partnership,
joint venture, trust or other enterprise at the request of the Registrant, if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed  to,  the best  interests  of the  Registrant,  and with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful;  and (b) shall be indemnified by the Registrant  against  expenses
(including  attorneys' fees) incurred in connection with any action by or in the
right of the  Registrant  brought  against  him by virtue of his  position  as a
director or officer of the Registrant or by virtue of his position as a director
or  officer of  another  company,  partnership,  joint  venture,  trust or other
enterprise at the request of the Registrant,  if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Registrant, except that no indemnification shall be made with respect to any
such matter as to which such person shall have been adjudged to be liable to the
Registrant,  unless a court  determines that,  despite such  adjudication but in
view of all of the  circumstances,  he is  entitled to  indemnification  of such
expenses. Notwithstanding the foregoing, to the extent that a

                                      II-2

<PAGE>



director or officer has been  successful on the merits or  otherwise,  including
without  limitation,  the  dismissal  of an  action  without  prejudice  or  the
settlement of an action  without  admission of  liability,  he is required to be
indemnified by the  Registrant  against  expenses  (including  attorneys'  fees)
incurred in connection  therewith.  Expenses  shall be advanced to a director or
officer at his request provided that he undertakes to repay the amounts advanced
if it is ultimately  determined that he is not entitled to  indemnification  for
such expenses.  Any such  indemnification may be provided although the person to
be  indemnified  is no longer an officer or director of the  Registrant  and may
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         Indemnification is required to be made unless the board of directors of
the Registrant,  independent legal counsel or the stockholders of the Registrant
determine that the applicable  standard of conduct required for  indemnification
has not been met. The  indemnification  provision provided in the By-laws is not
exclusive  and  shall  not  limit  the  Registrant   from  providing  any  other
indemnification or advancement of expenses permitted by law.

         The  Registrant  may purchase  and maintain  insurance on behalf of any
person who is or was a  director  or  officer  of the  Registrant,  or is or was
serving at the  request of the  Registrant  as a director  or officer of another
company,  partnership,  joint  venture,  trust or other  enterprise  against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such,  whether or not the Registrant would have the
power to indemnify him against such liability.

         The Registrant  has entered into  indemnification  agreements  with its
directors and officers  pursuant to which the Registrant has agreed to indemnify
each of its  directors  and  officers to the  fullest  extent  permitted  by the
General Corporation Law of the State of Delaware, as it may be amended from time
to time.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number  Description of Exhibit
------  ----------------------

4.1   ALARIS Medical, Inc. 1996 Stock Option Plan

4.2   Certificate of Incorporation of Advanced Medical, Inc. and Form of
      Certificate of  Incorporation  of Advanced  Medical,  Inc., as amended
      (Incorporated  by reference to Exhibit 3.1(a) to the  Prospectus/Joint
      Proxy
                                      II-3

<PAGE>



      Statement, dated March 3, 1989, of Fidata Corporation, Advanced Medical,
      Inc. and Controlled Theraputics Corporation included and forming a part of
      the Registration Statement on Form S-4 of Advanced Medical, Inc. (the
      "Prospectus/Joint Proxy Statement"))

4.3   By-Laws  of  Advanced   Medical,   Inc.,  as  amended
      (Incorporated  by reference to Exhibit  3.1(b) to the
      Prospectus/Joint Proxy Statement)

4.4   Amendments  to  Articles  First  and  Fourth  of  the
      Restated  Certificate  of  Incorporation  of Advanced
      Medical, Inc.  (Incorporated by reference to Exhibits
      A and B to Advanced  Medical Inc.'s Proxy  Statement,
      dated  August 15,  1990,  for its Special  Meeting of
      Stockholders held on September 7, 1990)

4.5   Amendment   to   Article   Fourth  of  the   Restated
      Certificate  of  Incorporation  of Advanced  Medical,
      inc.  (Incorporated  by  reference  to  Annex  III to
      Advanced Medical Inc.'s Proxy  Statement,  dated July
      25,  1994,  for its Special  Meeting of  Stockholders
      held on August 11, 1994)

5     Opinion of Gordon Altman Butowsky Weitzen Shalov & Wein

23.1  Consent of Gordon Altman Butowsky Weitzen Shalov & Wein  (Included in
      opinion filed as Exhibit 5)

23.2  Consent of Price Waterhouse LLP

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

                   (i) to include any prospectus  required by Section  10(a)(3)
                       of the Act;

                  (ii) to reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most  recent  post   effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) to include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;


                                      II-4

<PAGE>



provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable.  In the  event  that a claim for  indemnification  is
against  public policy against such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-5

<PAGE>



                                                    SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Diego, State of California,  on this 27th day of
February, 1998.

                                                  ALARIS MEDICAL, INC.


                                                  By:/s/ William J. Mercer
                                                     ------------------------
                                                       William J. Mercer
                                                       President

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


Signatures                 Title                     Date


/s/ Jeffrey M. Picower
----------------------                               February 27, 1998
Jeffry M. Picower          Director and
                           Chairman

/s/ William J. Mercer
----------------------
William J. Mercer          Director,                 February 27, 1998
                           President, Chief
                           Executive Officer

/s/ Norman M. Dean
----------------------
Norman M. Dean             Director                  February 27, 1998


/s/ Henry Green
----------------------
Henry Green                Director                  February 27, 1998


/s/ Frederic Greenberg
----------------------
Frederic Greenberg         Director                  February 27, 1998


/s/ Richard B. Kelsky
----------------------
Richard B. Kelsky         Director                   February 27, 1998







                                      II-6

<PAGE>



                                  EXHIBIT INDEX


   Exhibit
   Number                    Description of Exhibit
   -------                   ----------------------

    4.1                      ALARIS Medical, Inc. 1996 Stock Option Plan

    4.2                      Certificate of Incorporation  of Advanced  Medical,
                             Inc. and Form of  Certificate of  Incorporation  of
                             Advanced Medical, Inc., as amended (Incorporated by
                             reference to Exhibit 3.1(a) to the Prospectus/Joint
                             Proxy  Statement,  dated  March 3, 1989,  of Fidata
                             Corporation,  Advanced Medical, Inc. and Controlled
                             Theraputics Corporation included and forming a part
                             of  the  Registration  Statement  on  Form  S-4  of
                             Advanced Medical, Inc. (the "Prospectus/Joint Proxy
                             Statement"))

    4.3                      By-Laws  of  Advanced  Medical,  Inc.,  as  amended
                             (Incorporated by reference to Exhibit 3.1(b) to the
                             Prospectus/Joint Proxy Statement)

    4.4                      Amendments  to  Articles  First  and  Fourth of the
                             Restated  Certificate of  Incorporation of Advanced
                             Medical,   Inc.   (Incorporated   by  reference  to
                             Exhibits A and B to Advanced  Medical  Inc.'s Proxy
                             Statement,  dated August 15, 1990,  for its Special
                             Meeting of Stockholders held on September 7, 1990)

    4.5                      Amendment to Article  Fourth of the Restated  
                             Certificate  of Incorporation  of  Advanced   
                             Medical,   inc.   (Incorporated  by reference  to  
                             Annex  III  to  Advanced   Medical   Inc.'s  Proxy
                             Statement,  dated  July 25,  1994,  for its  
                             Special  Meeting  of Stockholders held on August 11
                             , 1994)

    5                        Opinion of Gordon Altman Butowsky Weitzen Shalov &
                             Wein

    23.1                     Consent of Gordon Altman Butowsky Weitzen Shalov & 
                             Wein (Included in opinion filed as Exhibit 5)

    23.2                     Consent of Price Waterhouse LLP
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 23052}]
{"company-data": {"conformed-name": "ALARIS MEDICAL INC", "cik": "0000817161", "assigned-sic": "3841", "irs-number": "133492624", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47575", "film-number": "98559987"}, "business-address": {"street1": "9775 BUSINESSPARK AVE.", "city": "SAN DIEGO", "state": "CA", "zip": "92131", "phone": "6195660426"}, "mail-address": {"street1": "9775 BUSINESS PAK AVENUE", "city": "SAN DIEGO", "state": "CA", "zip": "92131"}, "former-company": [{"former-conformed-name": "ADVANCED MEDICAL INC", "date-changed": "19920703"}, {"former-conformed-name": "ADVANCED MEDICAL TECHNOLOGIES INC", "date-changed": "19901116"}]}
Registration No. 333-

                          -----------------------------
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                          -----------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              ALARIS Medical, Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                  13-3492624
                                (I.R.S. Employer
                             Identification Number)

                          -----------------------------
                             10221 Wateridge Circle
                        San Diego, California 92121-1579
                                 (619) 458-7000
                   (Address, including zip code, and telephone
                         number, including area code, of
                    registrant's principal executive offices)

                   ALARIS Medical, Inc. 1996 Stock Option Plan
                            (Full title of the plan)

                                John A. de Groot
                              ALARIS Medical, Inc.
                             10221 Wateridge Circle
                           San Diego, California 92121
                                 (619) 458-7000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                          -----------------------------
                                    Copy to:
                                Javier Hernandez
                  Gordon Altman Butowsky Weitzen Shalov & Wein
                              114 West 47th Street
                            New York, New York 10036
                                 (212) 626-0858
                          -----------------------------

                         Calculation of Registration Fee
Title of securities   Amount to be   Proposed maximum offering  Proposed maximum aggregate   Amount of
to be registered      registered     price per share (1)        offering price (1)           registration fee
-------------------   -------------  -------------------------  ---------------------------  -----------------
Common Stock, $.01
par value . . . . .   4,000,000(2)   $3.51                      $14,040,000                  $4,141.80
==================== =============== ========================== ===========================  =================
(1) Estimated  solely for the purposes of calculating the  registration  fee and
based (a) pursuant to Rule 457(h),  as to the 3,250,667 shares  purchasable upon
exercise of  outstanding  options,  upon the average price at which such options
may be exercised and (b) pursuant to Rule 457(c),  as to the  remaining  749,333
shares issuable upon exercise of options  reserved for issuance,  on the average
of the high and low prices for the  Registrant's  Common  Stock as quoted on the
Nasdaq National Market on March 4, 1998.
(2) Pursuant to Rule 416(c),  there are also being registered  additional shares
of Common Stock as may become issuable pursuant to the anti-dilution  provisions
of the plan.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.      PLAN INFORMATION

     In accordance  with Rule 428 under the  Securities  Act of 1933, as amended
(the  "Act"),  and the Note to Part I of Form S-8, the  information  required by
this item has been omitted from this Registration Statement.

ITEM 2.      REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
             INFORMATION

     In  accordance  with  Rule 428 under the Act and the Note to Part I of Form
S-8,  the  information  required  by  this  item  has  been  omitted  from  this
Registration Statement.

                                        1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  previously  filed  by the  Registrant  with  the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

       (a)   The Registrant's Annual Report on Form 10-K for the year ended 
             December 31, 1996;

       (b)   The  Registrant's  Quarterly  Report  on Form  10-Q for each of the
             quarters  ended March 31, 1997,  June 30, 1997,  September 30, 1997
             and December 31, 1997;

       (c)   The  Registrant's  Current  Report  on Form  8-K/A  filed  with the
             Commission on February 7, 1997;

       (d)   The description of the  Registrant's  Common Stock contained in the
             Registration   Statement   on  Form   S-1  of   Advanced   Medical,
             Inc.(Registration No. 33-44064).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of  the  Exchange  Act  after  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities offered have been sold or which removes from
registration  all  securities  then  remaining  unsold,  shall be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                        II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides  for the  indemnification  of  officers  and  directors  under  certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  Delaware  corporations  to indemnify  their  officers and
directors under certain  circumstances against expenses and liabilities incurred
in legal  proceedings  involving  such persons  because of their being or having
been an officer or director.

         Section 102(b) of the General  Corporation Law of the State of Delaware
permits a corporation,  by so providing in its certificate of incorporation,  to
eliminate or limit director's  liability to the corporation and its stockholders
for monetary  damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders;  (ii) acts or
omissions  not made in good faith or which  involve  intentional  misconduct  of
knowing  violations  of  law;  (iii)  liability  for  dividends  paid  or  stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any  transaction  from  which the  director  derived an  improper  personal
benefit.  Section  102(b)(7) does not authorize any limitation on the ability of
the  corporation  or its  stockholders  to obtain  injunctive  relief,  specific
performance or other equitable relief against directors.

         ARTICLE   ELEVENTH  of  the   Registrant's   Restated   Certificate  of
Incorporation  provides that no director of the  Registrant  shall be liable for
monetary  damages except to the extent  required by law as in effect at the time
the claim of liability is asserted.

         ARTICLE FOURTH of the Registrant's  By-laws provides that a director or
officer of the Registrant  (a) shall be  indemnified  by the Registrant  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  incurred in connection with any litigation or other legal proceeding
(other than an action by or in the right of the Registrant)  brought against him
by virtue of his  position  as a director  or officer  of the  Registrant  or by
virtue of his position as a director or officer of another company, partnership,
joint venture, trust or other enterprise at the request of the Registrant, if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed  to,  the best  interests  of the  Registrant,  and with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful;  and (b) shall be indemnified by the Registrant  against  expenses
(including  attorneys' fees) incurred in connection with any action by or in the
right of the  Registrant  brought  against  him by virtue of his  position  as a
director or officer of the Registrant or by virtue of his position as a director
or  officer of  another  company,  partnership,  joint  venture,  trust or other
enterprise at the request of the Registrant,  if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Registrant, except that no indemnification shall be made with respect to any
such matter as to which such person shall have been adjudged to be liable to the
Registrant,  unless a court  determines that,  despite such  adjudication but in
view of all of the  circumstances,  he is  entitled to  indemnification  of such
expenses. Notwithstanding the foregoing, to the extent that a

                                      II-2
director or officer has been  successful on the merits or  otherwise,  including
without  limitation,  the  dismissal  of an  action  without  prejudice  or  the
settlement of an action  without  admission of  liability,  he is required to be
indemnified by the  Registrant  against  expenses  (including  attorneys'  fees)
incurred in connection  therewith.  Expenses  shall be advanced to a director or
officer at his request provided that he undertakes to repay the amounts advanced
if it is ultimately  determined that he is not entitled to  indemnification  for
such expenses.  Any such  indemnification may be provided although the person to
be  indemnified  is no longer an officer or director of the  Registrant  and may
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         Indemnification is required to be made unless the board of directors of
the Registrant,  independent legal counsel or the stockholders of the Registrant
determine that the applicable  standard of conduct required for  indemnification
has not been met. The  indemnification  provision provided in the By-laws is not
exclusive  and  shall  not  limit  the  Registrant   from  providing  any  other
indemnification or advancement of expenses permitted by law.

         The  Registrant  may purchase  and maintain  insurance on behalf of any
person who is or was a  director  or  officer  of the  Registrant,  or is or was
serving at the  request of the  Registrant  as a director  or officer of another
company,  partnership,  joint  venture,  trust or other  enterprise  against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such,  whether or not the Registrant would have the
power to indemnify him against such liability.

         The Registrant  has entered into  indemnification  agreements  with its
directors and officers  pursuant to which the Registrant has agreed to indemnify
each of its  directors  and  officers to the  fullest  extent  permitted  by the
General Corporation Law of the State of Delaware, as it may be amended from time
to time.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number  Description of Exhibit
------  ----------------------

4.1   ALARIS Medical, Inc. 1996 Stock Option Plan

4.2   Certificate of Incorporation of Advanced Medical, Inc. and Form of
      Certificate of  Incorporation  of Advanced  Medical,  Inc., as amended
      (Incorporated  by reference to Exhibit 3.1(a) to the  Prospectus/Joint
      Proxy
                                      II-3
Statement, dated March 3, 1989, of Fidata Corporation, Advanced Medical,
      Inc. and Controlled Theraputics Corporation included and forming a part of
      the Registration Statement on Form S-4 of Advanced Medical, Inc. (the
      "Prospectus/Joint Proxy Statement"))

4.3   By-Laws  of  Advanced   Medical,   Inc.,  as  amended
      (Incorporated  by reference to Exhibit  3.1(b) to the
      Prospectus/Joint Proxy Statement)

4.4   Amendments  to  Articles  First  and  Fourth  of  the
      Restated  Certificate  of  Incorporation  of Advanced
      Medical, Inc.  (Incorporated by reference to Exhibits
      A and B to Advanced  Medical Inc.'s Proxy  Statement,
      dated  August 15,  1990,  for its Special  Meeting of
      Stockholders held on September 7, 1990)

4.5   Amendment   to   Article   Fourth  of  the   Restated
      Certificate  of  Incorporation  of Advanced  Medical,
      inc.  (Incorporated  by  reference  to  Annex  III to
      Advanced Medical Inc.'s Proxy  Statement,  dated July
      25,  1994,  for its Special  Meeting of  Stockholders
      held on August 11, 1994)

5     Opinion of Gordon Altman Butowsky Weitzen Shalov & Wein

23.1  Consent of Gordon Altman Butowsky Weitzen Shalov & Wein  (Included in
      opinion filed as Exhibit 5)

23.2  Consent of Price Waterhouse LLP

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

                   (i) to include any prospectus  required by Section  10(a)(3)
                       of the Act;

                  (ii) to reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most  recent  post   effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) to include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

                                      II-4
provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable.  In the  event  that a claim for  indemnification  is
against  public policy against such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Diego, State of California,  on this 27th day of
February, 1998.

                                                  ALARIS MEDICAL, INC.

                                                  By:/s/ William J. Mercer
                                                     ------------------------
                                                       William J. Mercer
                                                       President

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signatures                 Title                     Date

/s/ Jeffrey M. Picower
----------------------                               February 27, 1998
Jeffry M. Picower          Director and
                           Chairman

/s/ William J. Mercer
----------------------
William J. Mercer          Director,                 February 27, 1998
                           President, Chief
                           Executive Officer

/s/ Norman M. Dean
----------------------
Norman M. Dean             Director                  February 27, 1998

/s/ Henry Green
----------------------
Henry Green                Director                  February 27, 1998

/s/ Frederic Greenberg
----------------------
Frederic Greenberg         Director                  February 27, 1998

/s/ Richard B. Kelsky
----------------------
Richard B. Kelsky         Director                   February 27, 1998

                                      II-6
EXHIBIT INDEX

   Exhibit
   Number                    Description of Exhibit
   -------                   ----------------------

    4.1                      ALARIS Medical, Inc. 1996 Stock Option Plan

    4.2                      Certificate of Incorporation  of Advanced  Medical,
                             Inc. and Form of  Certificate of  Incorporation  of
                             Advanced Medical, Inc., as amended (Incorporated by
                             reference to Exhibit 3.1(a) to the Prospectus/Joint
                             Proxy  Statement,  dated  March 3, 1989,  of Fidata
                             Corporation,  Advanced Medical, Inc. and Controlled
                             Theraputics Corporation included and forming a part
                             of  the  Registration  Statement  on  Form  S-4  of
                             Advanced Medical, Inc. (the "Prospectus/Joint Proxy
                             Statement"))

    4.3                      By-Laws  of  Advanced  Medical,  Inc.,  as  amended
                             (Incorporated by reference to Exhibit 3.1(b) to the
                             Prospectus/Joint Proxy Statement)

    4.4                      Amendments  to  Articles  First  and  Fourth of the
                             Restated  Certificate of  Incorporation of Advanced
                             Medical,   Inc.   (Incorporated   by  reference  to
                             Exhibits A and B to Advanced  Medical  Inc.'s Proxy
                             Statement,  dated August 15, 1990,  for its Special
                             Meeting of Stockholders held on September 7, 1990)

    4.5                      Amendment to Article  Fourth of the Restated  
                             Certificate  of Incorporation  of  Advanced   
                             Medical,   inc.   (Incorporated  by reference  to  
                             Annex  III  to  Advanced   Medical   Inc.'s  Proxy
                             Statement,  dated  July 25,  1994,  for its  
                             Special  Meeting  of Stockholders held on August 11
                             , 1994)

    5                        Opinion of Gordon Altman Butowsky Weitzen Shalov &
                             Wein

    23.1                     Consent of Gordon Altman Butowsky Weitzen Shalov & 
                             Wein (Included in opinion filed as Exhibit 5)

    23.2                     Consent of Price Waterhouse LLP