<PAGE>


        As filed with the Securities and Exchange Commission on June 12, 1997
                                                    Registration No. 333-       
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                ______________________

                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                _____________________

                              AVECOR CARDIOVASCULAR INC.
                (Exact name of registrant as specified in its charter)

           MINNESOTA                                             41-1695729     
  (State or other jurisdiction                                (I.R.S. Employer  
of incorporation or organization)                            Identification No.)


          7611 NORTHLAND DRIVE                                          55428   
         MINNEAPOLIS, MINNESOTA                                       (Zip Code)
(Address of Principal Executive Offices)

                                _____________________

                        1995 NON-EMPLOYEE DIRECTOR OPTION PLAN
                             EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)
                                ______________________

                                  Gregory J. Melsen
                               Chief Financial Officer
                                 7611 Northland Drive
                            Minneapolis, Minnesota  55428
                       (Name and address of agent for service)

                                    (612) 391-9000
            (Telephone number, including area code, of agent for service)
                              _________________________

           APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
              IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                                 ____________________

                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             PROPOSED MAXIMUM         AMOUNT OF
TITLE OF SECURITIES TO BE    AMOUNT TO BE REGISTERED(1)       PROPOSED MAXIMUM              AGGREGATE OFFERING    REGISTRATION FEE
     REGISTERED                                           OFFERING PRICE PER SHARE(2)             PRICE(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                               <C>                         <C>                   <C>
Common Stock, par value
$.01 per share (3)                275,000 shares                    $11.31                      $3,110,063            $947.44
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


         (1)  In addition, pursuant to Rule 416 under the Securities Act of
              1933, as amended, (the "Securities Act") this Registration
              Statement includes an indeterminate number of additional shares
              as may be issuable as a result of anti-dilution provisions
              described herein.

         (2)  Estimated solely for the purpose of calculating the amount of the
              registration fee and calculated pursuant to Rule 457(h) under the
              Securities Act as follows:  (i) with respect to options to
              purchase shares previously granted, on the basis of the weighted
              average exercise price of such options; and (ii) with respect to
              options to be granted, on the basis of the average between the
              high and low reported sales prices of the Registrant's Common
              Stock on June 6, 1997 of $10.875 per share, as reported by the
              Nasdaq National Market.

         (3)  Each share of Common Stock includes one Preferred Stock Purchase
              Right.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                                       PART II

                                 INFORMATION REQUIRED
                            IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by the Company with the Commission (File No.
0-21330) are incorporated by reference in this Registration Statement: (1)  the
Company's Annual Report on Form 10-K for the year ended December 31, 1996; (2)
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; (3) all other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since December 31, 1996; (4) the description of the
Company's Common Stock contained in its Registration Statement on Form 8-A,
including any amendments or reports filed for the purpose of updating such
description; and (5) the description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A, including
any amendments or reports filed for the purpose of updating such description.

    All documents filed by the Company with the Commission 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 shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

    The consolidated financial statements and related financial statement
schedule of the Company, which are included or incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, and
incorporated by reference in this Registration Statement, have been audited by
Coopers & Lybrand L.L.P., independent certified public accountants, for the
periods indicated in such firm's reports thereon.  Such financial statements and
financial statement schedule have been incorporated in this Registration
Statement by reference in reliance on such firm's reports given upon their
authority as experts in accounting and auditing.  To the extent that Coopers &
Lybrand L.L.P. audits and reports on the financial statements and related
financial statement schedule(s) of the Company issued at future dates, and
consents to the use of their reports thereon, such financial statements and
related financial statement schedule(s) will also be incorporated by reference
in this Registration Statement in reliance upon their reports and said
authority.

ITEM 4.  DESCRIPTION OF SECURITIES.

    The descriptions of the Company's Common Stock and the Preferred Stock
Purchase Rights to be offered pursuant to this Registration Statement have been
incorporated by reference into this Registration Statement as described in Item
3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Oppenheimer Wolff & Donnelly, Minneapolis, Minnesota. 
Richard G. Lareau, a member of Oppenheimer Wolff & Donnelly, is the Secretary of
the Company.  Members of Oppenheimer Wolff & Donnelly beneficially own, in
aggregate, approximately 20,500 shares of the Company's Common Stock. 


                                         II-1

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

    Section 302A.521 of the Minnesota Business Corporation Act provides that a
Minnesota business corporation shall indemnify any director, officer, employee
or agent of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as defined) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met.  "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation.  Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.

    Article VI of the Company's Bylaws, as amended, provides that each director
and officer past or present, of the Company, and each person who serves or may
have served at the request of the Company as a director, officer, employee or
agent of another corporation or employee benefit plan, and their respective
heirs, administrators and executors, shall be indemnified by the Company in
accordance with, and to the fullest extent permissible by, applicable law.

    The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    No securities are to be reoffered or resold pursuant to this Registration
Statement.

ITEM 8.  EXHIBITS.

4.1  Second Restated Articles of Incorporation of the Company, as amended July
     3, 1996 (incorporated by reference to Exhibit 3.1 to the Company's
     Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (File No.
     0-21330)).

4.2  Bylaws of the Company, as amended May 3, 1996 (incorporated by reference to
     Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1996 (File No. 0-21330)).

4.3  Specimen form of the Company's Common Stock Certificate (incorporated by
     reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for
     the quarter ended September 30, 1996 (File No. 0-21330)). 

4.4  Certificate of Designation, Preferences and Rights of the Company's Series
     A Junior Preferred Stock (included in Exhibit 4.1).

4.5  Rights Agreement dated June 26, 1996 between the Company and Norwest Bank
     Minnesota, N.A., which includes the form of Rights Certificate as Exhibit B
     (incorporated by reference to Exhibit 4.1 to the Company's Current Report
     on Form 8-K dated June 26, 1996 (File No. 0-21330)).

5.1  Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
     electronically).

23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).


                                         II-2

<PAGE>

23.2 Consent of Coopers & Lybrand L.L.P (filed herewith electronically).

24.1 Power of Attorney (included on page II-5 of this Registration Statement).

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 Securities Act of 1933;

         (ii)      To reflect in the prospectus any facts or events arising
                   after the effective date of this registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represents a fundamental
                   change in the information set forth in this registration
                   statement;

         (iii)     To include any material information with respect to the plan
                   of distribution not previously disclosed in this
                   registration statement or any material change to such
                   information in this registration statement.

         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
         by the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         this registration statement.

    (2)  That, for the purpose of determining any liability under the
         Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, except as to
certain insurance policies, the registrant has been advised that in the opinion
of the Securities and Exchange commission such indemnification


                                         II-3

<PAGE>

is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification 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-4

<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 Brooklyn Park, State of Minnesota, on June 12, 1997.

                                           AVECOR CARDIOVASCULAR INC.           

                                           By:/s/ Anthony Badolato              
                                              ----------------------------------
                                                  Anthony Badolato              
                                                  Chief Executive Officer       

                                  POWER OF ATTORNEY

    KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Anthony Badolato and Gregory J. Melsen, and each of
them, as his or her true and lawful attorney-in-fact and agent, each with full
powers of substitution and re-substitution, for him and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 12, 1997 by the following persons
in the capacities indicated.

/s/ Anthony Badolato                     Chief Executive Officer (Principal     
------------------------------           Executive Officer) and Director        
Anthony Badolato

/s/ Gregory J. Melsen                    Vice President - Finance, Treasurer and
------------------------------           Chief Financial Officer (Principal     
Gregory J. Melsel                        Financial and Accounting Officer)      

/s/ Edward E. Strickland                 Director                               
------------------------------
Edward E. Strickland

/s/ David W. Stassen                     Director                               
------------------------------
David W. Stassen

                                         Director                               
------------------------------
J. Gordon Wright


                                         II-5

<PAGE>

                              AVECOR CARDIOVASCULAR INC.
                                REGISTRATION STATEMENT
                                     ON FORM S-8

                                  INDEX TO EXHIBITS
                                  -----------------
<TABLE>
<CAPTION>


Item
 No.          Description                                       Method of Filing
----          ----------                                        ----------------

<S>           <C>                                               <C>
4.1           Second Restated Articles of Incorporation
              of the Company, as amended July 3, 1996. . .      Incorporated by reference  to Exhibit 3.1 to
                                                                the Company's Quarterly Report on Form 10-Q
                                                                for the quarter ended June 30, 1996 (File No.
                                                                0-21330).
4.2           Bylaws of the Company, as amended 
              May 3, 1996. . . . . . . . . . . . . . . . .      Incorporated by reference to Exhibit 3.1 to
                                                                the Company's Quarterly Report on Form 10-Q
                                                                for the quarter ended March 31, 1996 (File
                                                                No. 0-21330 ).
4.3           Specimen form of the Company's Common
              Stock Certificate  . . . . . . . . . . . . .      Incorporated by reference to Exhibit 4.1 to
                                                                the Company's Quarterly Report on Form 10-Q
                                                                for the quarter ended September 30, 1996
                                                                (File No. 0-21330).
4.4           Certificate of Designation, Preferences and
              Rights of the Company's Series A Junior
              Preferred Stock  . . . . . . . . . . . . . .      Included in Exhibit 4.1.

4.5           Rights Agreement dated June 26, 1996 between
              the Company and Norwest Bank Minnesota, N.A.,
              which includes the form of Rights Certificate
              as Exhibit B . . . . . . . . . . . . . . . .      Incorporated by reference to Exhibit 4.1 to
                                                                the Company's Current Report on Form 8-K
                                                                dated June 26, 1996 (File No. 0-21330).
5.1           Opinion and Consent of Oppenheimer Wolff
              & Donnelly . . . . . . . . . . . . . . . . .      Filed herewith electronically.

23.1          Consent of Oppenheimer Wolff & Donnelly. . .      Included in Exhibit 5.1.

23.2          Consent of Coopers & Lybrand L.L.P.. . . . .      Filed herewith electronically.

24.1          Power of Attorney. . . . . . . . . . . . . .      Included on page II-5 of this Registration
                                                                Statement.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21561}]
{"company-data": {"conformed-name": "AVECOR CARDIOVASCULAR INC", "cik": "0000883982", "assigned-sic": "3841", "irs-number": "411695729", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29143", "film-number": "97623537"}, "business-address": {"street1": "7611 NORTHLAND DR NORTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428", "phone": "6123919000"}, "mail-address": {"street1": "7611 NORTHLAND DR NORTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428"}}
As filed with the Securities and Exchange Commission on June 12, 1997
                                                    Registration No. 333-       
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                ______________________

                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                _____________________

                              AVECOR CARDIOVASCULAR INC.
                (Exact name of registrant as specified in its charter)

           MINNESOTA                                             41-1695729     
  (State or other jurisdiction                                (I.R.S. Employer  
of incorporation or organization)                            Identification No.)

          7611 NORTHLAND DRIVE                                          55428   
         MINNEAPOLIS, MINNESOTA                                       (Zip Code)
(Address of Principal Executive Offices)

                                _____________________

                        1995 NON-EMPLOYEE DIRECTOR OPTION PLAN
                             EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)
                                ______________________

                                  Gregory J. Melsen
                               Chief Financial Officer
                                 7611 Northland Drive
                            Minneapolis, Minnesota  55428
                       (Name and address of agent for service)

                                    (612) 391-9000
            (Telephone number, including area code, of agent for service)
                              _________________________

           APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
              IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                                 ____________________

                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             PROPOSED MAXIMUM         AMOUNT OF
TITLE OF SECURITIES TO BE    AMOUNT TO BE REGISTERED(1)       PROPOSED MAXIMUM              AGGREGATE OFFERING    REGISTRATION FEE
     REGISTERED                                           OFFERING PRICE PER SHARE(2)             PRICE(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share (3)                275,000 shares                    $11.31                      $3,110,063            $947.44
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416 under the Securities Act of
              1933, as amended, (the "Securities Act") this Registration
              Statement includes an indeterminate number of additional shares
              as may be issuable as a result of anti-dilution provisions
              described herein.

         (2)  Estimated solely for the purpose of calculating the amount of the
              registration fee and calculated pursuant to Rule 457(h) under the
              Securities Act as follows:  (i) with respect to options to
              purchase shares previously granted, on the basis of the weighted
              average exercise price of such options; and (ii) with respect to
              options to be granted, on the basis of the average between the
              high and low reported sales prices of the Registrant's Common
              Stock on June 6, 1997 of $10.875 per share, as reported by the
              Nasdaq National Market.

         (3)  Each share of Common Stock includes one Preferred Stock Purchase
              Right.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II

                                 INFORMATION REQUIRED
                            IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by the Company with the Commission (File No.
0-21330) are incorporated by reference in this Registration Statement: (1)  the
Company's Annual Report on Form 10-K for the year ended December 31, 1996; (2)
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; (3) all other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since December 31, 1996; (4) the description of the
Company's Common Stock contained in its Registration Statement on Form 8-A,
including any amendments or reports filed for the purpose of updating such
description; and (5) the description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A, including
any amendments or reports filed for the purpose of updating such description.

    All documents filed by the Company with the Commission 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 shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

    The consolidated financial statements and related financial statement
schedule of the Company, which are included or incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, and
incorporated by reference in this Registration Statement, have been audited by
Coopers & Lybrand L.L.P., independent certified public accountants, for the
periods indicated in such firm's reports thereon.  Such financial statements and
financial statement schedule have been incorporated in this Registration
Statement by reference in reliance on such firm's reports given upon their
authority as experts in accounting and auditing.  To the extent that Coopers &
Lybrand L.L.P. audits and reports on the financial statements and related
financial statement schedule(s) of the Company issued at future dates, and
consents to the use of their reports thereon, such financial statements and
related financial statement schedule(s) will also be incorporated by reference
in this Registration Statement in reliance upon their reports and said
authority.

ITEM 4.  DESCRIPTION OF SECURITIES.

    The descriptions of the Company's Common Stock and the Preferred Stock
Purchase Rights to be offered pursuant to this Registration Statement have been
incorporated by reference into this Registration Statement as described in Item
3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Oppenheimer Wolff & Donnelly, Minneapolis, Minnesota. 
Richard G. Lareau, a member of Oppenheimer Wolff & Donnelly, is the Secretary of
the Company.  Members of Oppenheimer Wolff & Donnelly beneficially own, in
aggregate, approximately 20,500 shares of the Company's Common Stock. 

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

    Section 302A.521 of the Minnesota Business Corporation Act provides that a
Minnesota business corporation shall indemnify any director, officer, employee
or agent of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as defined) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met.  "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation.  Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.

    Article VI of the Company's Bylaws, as amended, provides that each director
and officer past or present, of the Company, and each person who serves or may
have served at the request of the Company as a director, officer, employee or
agent of another corporation or employee benefit plan, and their respective
heirs, administrators and executors, shall be indemnified by the Company in
accordance with, and to the fullest extent permissible by, applicable law.

    The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    No securities are to be reoffered or resold pursuant to this Registration
Statement.

ITEM 8.  EXHIBITS.

4.1  Second Restated Articles of Incorporation of the Company, as amended July
     3, 1996 (incorporated by reference to Exhibit 3.1 to the Company's
     Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (File No.
     0-21330)).

4.2  Bylaws of the Company, as amended May 3, 1996 (incorporated by reference to
     Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1996 (File No. 0-21330)).

4.3  Specimen form of the Company's Common Stock Certificate (incorporated by
     reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for
     the quarter ended September 30, 1996 (File No. 0-21330)). 

4.4  Certificate of Designation, Preferences and Rights of the Company's Series
     A Junior Preferred Stock (included in Exhibit 4.1).

4.5  Rights Agreement dated June 26, 1996 between the Company and Norwest Bank
     Minnesota, N.A., which includes the form of Rights Certificate as Exhibit B
     (incorporated by reference to Exhibit 4.1 to the Company's Current Report
     on Form 8-K dated June 26, 1996 (File No. 0-21330)).

5.1  Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
     electronically).

23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).

                                         II-2
23.2 Consent of Coopers & Lybrand L.L.P (filed herewith electronically).

24.1 Power of Attorney (included on page II-5 of this Registration Statement).

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 Securities Act of 1933;

         (ii)      To reflect in the prospectus any facts or events arising
                   after the effective date of this registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represents a fundamental
                   change in the information set forth in this registration
                   statement;

         (iii)     To include any material information with respect to the plan
                   of distribution not previously disclosed in this
                   registration statement or any material change to such
                   information in this registration statement.

         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
         by the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         this registration statement.

    (2)  That, for the purpose of determining any liability under the
         Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, except as to
certain insurance policies, the registrant has been advised that in the opinion
of the Securities and Exchange commission such indemnification

                                         II-3
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification 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-4
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 Brooklyn Park, State of Minnesota, on June 12, 1997.

                                           AVECOR CARDIOVASCULAR INC.           

                                           By:/s/ Anthony Badolato              
                                              ----------------------------------
                                                  Anthony Badolato              
                                                  Chief Executive Officer       

                                  POWER OF ATTORNEY

    KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Anthony Badolato and Gregory J. Melsen, and each of
them, as his or her true and lawful attorney-in-fact and agent, each with full
powers of substitution and re-substitution, for him and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 12, 1997 by the following persons
in the capacities indicated.

/s/ Anthony Badolato                     Chief Executive Officer (Principal     
------------------------------           Executive Officer) and Director        
Anthony Badolato

/s/ Gregory J. Melsen                    Vice President - Finance, Treasurer and
------------------------------           Chief Financial Officer (Principal     
Gregory J. Melsel                        Financial and Accounting Officer)      

/s/ Edward E. Strickland                 Director                               
------------------------------
Edward E. Strickland

/s/ David W. Stassen                     Director                               
------------------------------
David W. Stassen

                                         Director                               
------------------------------
J. Gordon Wright

                                         II-5
AVECOR CARDIOVASCULAR INC.
                                REGISTRATION STATEMENT
                                     ON FORM S-8

                                  INDEX TO EXHIBITS
                                  -----------------
Item
 No.          Description                                       Method of Filing
----          ----------                                        ----------------
4.1           Second Restated Articles of Incorporation
              of the Company, as amended July 3, 1996. . .      Incorporated by reference  to Exhibit 3.1 to
                                                                the Company's Quarterly Report on Form 10-Q
                                                                for the quarter ended June 30, 1996 (File No.
                                                                0-21330).
4.2           Bylaws of the Company, as amended 
              May 3, 1996. . . . . . . . . . . . . . . . .      Incorporated by reference to Exhibit 3.1 to
                                                                the Company's Quarterly Report on Form 10-Q
                                                                for the quarter ended March 31, 1996 (File
                                                                No. 0-21330 ).
4.3           Specimen form of the Company's Common
              Stock Certificate  . . . . . . . . . . . . .      Incorporated by reference to Exhibit 4.1 to
                                                                the Company's Quarterly Report on Form 10-Q
                                                                for the quarter ended September 30, 1996
                                                                (File No. 0-21330).
4.4           Certificate of Designation, Preferences and
              Rights of the Company's Series A Junior
              Preferred Stock  . . . . . . . . . . . . . .      Included in Exhibit 4.1.

4.5           Rights Agreement dated June 26, 1996 between
              the Company and Norwest Bank Minnesota, N.A.,
              which includes the form of Rights Certificate
              as Exhibit B . . . . . . . . . . . . . . . .      Incorporated by reference to Exhibit 4.1 to
                                                                the Company's Current Report on Form 8-K
                                                                dated June 26, 1996 (File No. 0-21330).
5.1           Opinion and Consent of Oppenheimer Wolff
              & Donnelly . . . . . . . . . . . . . . . . .      Filed herewith electronically.

23.1          Consent of Oppenheimer Wolff & Donnelly. . .      Included in Exhibit 5.1.

23.2          Consent of Coopers & Lybrand L.L.P.. . . . .      Filed herewith electronically.

24.1          Power of Attorney. . . . . . . . . . . . . .      Included on page II-5 of this Registration
                                                                Statement.