Registration No. 33-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                            AEQUITRON MEDICAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

       Minnesota                                             41-1359703
 (State or Other Juris-                                   (I.R.S. Employer
 diction of Incorporation                               Identification Number)
 or Organization)

                           14800 - 28th Avenue North
                          Minneapolis, Minnesota 55447
              (Address of Principal Executive Office and Zip Code)



           Aequitron Medical, Inc. 1995 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                        James B. Hickey, Jr., President
                            Aequitron Medical, Inc.
                           14800 - 28th Avenue North
                          Minneapolis, Minnesota 55447
                                 (612) 557-9200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                             Elizabeth M. Reiskytl
                            Fredrikson & Byron, P.A.
                           1100 International Centre
                          Minneapolis, Minnesota 55402


<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
                                                                                     Proposed
                                                       Proposed Maximum               Maximum
  Title of Securities          Amount to be             Offering Price               Aggregate                Amount of
   to be Registered            Registered(1)             Per Share(2)            Offering Price(2)         Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                      <C>                        <C>
  Options to Purchase
  Common Stock under
  the 1995 Plan                Indefinite               $ 0.00                   $         0.00             $   0.00

  Common Stock
  issuable upon
  exercise of options
  granted under the
  1995 Plan                    250,000 shares           $ 8.44                   $ 2,110,000.00             $ 727.59
                                                                                                            --------

        TOTAL:                                                                                              $ 727.59
                                                                                                            ========
</TABLE>


(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on October 27, 1995.





<PAGE>



                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The  Registrant  hereby  incorporates  by reference  into this
Registration Statement the documents listed in (a) through (c) below:

                  (a)      The Registrant's  latest annual report filed pursuant
                           to Section 13(a) or 15(d) of the Securities  Exchange
                           Act of 1934,  or  either  (I) the  latest  prospectus
                           filed  pursuant to Rule 424(b)  under the  Securities
                           Act  of  1933   that   contains   audited   financial
                           statements  for the  Registrant's  latest fiscal year
                           for which such statements have been filed or (II) the
                           Registrant's effective registration statement on Form
                           10 or 10-SB filed under the  Securities  Exchange Act
                           of 1934 containing  audited financial  statements for
                           the Registrant's latest fiscal year;

                  (b)      All other reports filed  pursuant to Section 13(a) or
                           15(d) of the  Securities  Exchange  Act of 1934 since
                           the end of the fiscal year covered by the  Registrant
                           document referred to in (a) above;

                  (c)      If  the  class  of   securities   to  be  offered  is
                           registered   under  Section  12  of  the   Securities
                           Exchange Act of 1934,  the  description of such class
                           of securities  contained in a registration  statement
                           filed  under such Act,  including  any  amendment  or
                           report  filed  for  the  purpose  of  updating   such
                           description.

                  All documents subsequently filed by the Registrant pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which deregisters all such securities 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.

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Under  Minnesota  corporate law, a corporation  shall,  unless
prohibited or limited by its Articles of Incorporation or Bylaws,  indemnify its
directors,  officers, employees and agents against judgments,  penalties, fines,
settlements,  expenses and disbursements  incurred by such person who was, or is
threatened  to be, made a party to a  proceeding  by reason of the fact that the
person is or was a director,  officer,  employee or agent of the  corporation if
generally,  with respect to the acts or omissions of the person complained of in
the proceeding, the person: (i) has not been indemnified by another organization
with  respect to the same acts or  omissions;  (ii) acted in good  faith,  (iii)
received  no  improper  personal  benefit;  (iv)  in  the  case  of  a  criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (v)
reasonably believed the conduct was in the best interests of the corporation or,
in certain  circumstances,  reasonably believed that the conduct was not opposed
to the best interests of the corporation.  Minnesota corporate law also provides
that a  corporation  may  purchase  and  maintain  insurance  on  behalf  of any
indemnified party against any liability asserted against such person, whether or
not the  corporation  would have been required to indemnify  the person  against
liability  under the  provisions of Minnesota  corporate  law. The  Registrant's
Articles of Incorporation and Bylaws do not limit the Registrant's obligation to
indemnify such persons.

<PAGE>
Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

          5    Opinion and Consent of Fredrikson & Byron,  P.A.  relating to the
               legality of  securities  under the 1995 Employee  Stock  Purchase
               Plan.

          23.1 Consent of Fredrikson & Byron,  P.A. -- included in their opinion
               filed as Exhibit 5.

          23.2 Consent of Ernst & Young LLP.

          24   Power of Attorney from certain directors.

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 the  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 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;
                              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 the Registration Statement.

                    (2) That,  for the  purposes 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 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.

<PAGE>
                  (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,  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
                  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 final adjudication of such issue.

<PAGE>
                                   SIGNATURES

         The Registrant.  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 Minneapolis and State of Minnesota, on the 30th
day of October, 1995.


                            AEQUITRON MEDICAL, INC.
                            (the "Registrant")


                             By /s/ James B. Hickey, Jr.
                                James B. Hickey, Jr., President and
                                Chief Executive Officer


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

                              (Power of Attorney)

         Each of the undersigned  constitutes and appoints James B. Hickey,  Jr.
and William M. Milne his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and all  capacities,  to sign  the  Form  S-8
Registration Statement of Aequitron Medical, Inc. relating to the Company's 1995
Employee  Stock  Purchase  Plan  and  any or all  amendments  or  post-effective
amendments to the Form S-8  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  attorneys-in-fact  and
agents,  each acting alone,  full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as the undersigned might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents, each acting alone, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

         Signature                   Title                            Date


 /s/ James B. Hickey, Jr.    President, Chief Executive        October 30, 1995
James B. Hickey, Jr.         Officer and Director
                             (principal executive officer)


 /s/ William M. Milne        Chief Financial Officer           October 30, 1995
William M. Milne             (principal financial and
                             accounting officer)

 /s/ Lawrence A. Lehmkuhl    Director                          October 30, 1995
Lawrence A. Lehmkuhl


 /s/ David B. Morse          Director                          October 30, 1995
David B. Morse


                             Director
Gerald E. Rhodes


 /s/ Ervin F. Kamm, Jr.      Director                          October 30, 1995
Ervin F. Kamm, Jr.






<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                            AEQUITRON MEDICAL, INC.



                        Form S-8 Registration Statement




                           E X H I B I T   I N D E X



Exhibit
Number          Exhibit Description

 5              Opinion and Consent of counsel re securities
                   under the Plan
23.1            Consent of counsel (included in Exhibit 5)
23.2            Consent of independent accountants
24              Power of attorney (included on signature page of this Form S-8)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1995 ESPP", "secsgml_size_bytes": 17369}]
{"company-data": {"conformed-name": "AEQUITRON MEDICAL INC", "cik": "0000736970", "assigned-sic": "3845", "irs-number": "411359703", "state-of-incorporation": "MN", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63837", "film-number": "95586013"}, "business-address": {"street1": "14800 28TH AVE N", "city": "PLYMOUTH", "state": "MN", "zip": "55447", "phone": "6125579200"}, "mail-address": {"street1": "14800 28TH AVENUE NORTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55447"}}
Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                            AEQUITRON MEDICAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

       Minnesota                                             41-1359703
 (State or Other Juris-                                   (I.R.S. Employer
 diction of Incorporation                               Identification Number)
 or Organization)

                           14800 - 28th Avenue North
                          Minneapolis, Minnesota 55447
              (Address of Principal Executive Office and Zip Code)

           Aequitron Medical, Inc. 1995 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                        James B. Hickey, Jr., President
                            Aequitron Medical, Inc.
                           14800 - 28th Avenue North
                          Minneapolis, Minnesota 55447
                                 (612) 557-9200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                             Elizabeth M. Reiskytl
                            Fredrikson & Byron, P.A.
                           1100 International Centre
                          Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
                                                                                     Proposed
                                                       Proposed Maximum               Maximum
  Title of Securities          Amount to be             Offering Price               Aggregate                Amount of
   to be Registered            Registered(1)             Per Share(2)            Offering Price(2)         Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Options to Purchase
  Common Stock under
  the 1995 Plan                Indefinite               $ 0.00                   $         0.00             $   0.00

  Common Stock
  issuable upon
  exercise of options
  granted under the
  1995 Plan                    250,000 shares           $ 8.44                   $ 2,110,000.00             $ 727.59
                                                                                                            --------

        TOTAL:                                                                                              $ 727.59
                                                                                                            ========
(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on October 27, 1995.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  Registrant  hereby  incorporates  by reference  into this
Registration Statement the documents listed in (a) through (c) below:

                  (a)      The Registrant's  latest annual report filed pursuant
                           to Section 13(a) or 15(d) of the Securities  Exchange
                           Act of 1934,  or  either  (I) the  latest  prospectus
                           filed  pursuant to Rule 424(b)  under the  Securities
                           Act  of  1933   that   contains   audited   financial
                           statements  for the  Registrant's  latest fiscal year
                           for which such statements have been filed or (II) the
                           Registrant's effective registration statement on Form
                           10 or 10-SB filed under the  Securities  Exchange Act
                           of 1934 containing  audited financial  statements for
                           the Registrant's latest fiscal year;

                  (b)      All other reports filed  pursuant to Section 13(a) or
                           15(d) of the  Securities  Exchange  Act of 1934 since
                           the end of the fiscal year covered by the  Registrant
                           document referred to in (a) above;

                  (c)      If  the  class  of   securities   to  be  offered  is
                           registered   under  Section  12  of  the   Securities
                           Exchange Act of 1934,  the  description of such class
                           of securities  contained in a registration  statement
                           filed  under such Act,  including  any  amendment  or
                           report  filed  for  the  purpose  of  updating   such
                           description.

                  All documents subsequently filed by the Registrant pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which deregisters all such securities 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.

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Under  Minnesota  corporate law, a corporation  shall,  unless
prohibited or limited by its Articles of Incorporation or Bylaws,  indemnify its
directors,  officers, employees and agents against judgments,  penalties, fines,
settlements,  expenses and disbursements  incurred by such person who was, or is
threatened  to be, made a party to a  proceeding  by reason of the fact that the
person is or was a director,  officer,  employee or agent of the  corporation if
generally,  with respect to the acts or omissions of the person complained of in
the proceeding, the person: (i) has not been indemnified by another organization
with  respect to the same acts or  omissions;  (ii) acted in good  faith,  (iii)
received  no  improper  personal  benefit;  (iv)  in  the  case  of  a  criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (v)
reasonably believed the conduct was in the best interests of the corporation or,
in certain  circumstances,  reasonably believed that the conduct was not opposed
to the best interests of the corporation.  Minnesota corporate law also provides
that a  corporation  may  purchase  and  maintain  insurance  on  behalf  of any
indemnified party against any liability asserted against such person, whether or
not the  corporation  would have been required to indemnify  the person  against
liability  under the  provisions of Minnesota  corporate  law. The  Registrant's
Articles of Incorporation and Bylaws do not limit the Registrant's obligation to
indemnify such persons.
Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

          5    Opinion and Consent of Fredrikson & Byron,  P.A.  relating to the
               legality of  securities  under the 1995 Employee  Stock  Purchase
               Plan.

          23.1 Consent of Fredrikson & Byron,  P.A. -- included in their opinion
               filed as Exhibit 5.

          23.2 Consent of Ernst & Young LLP.

          24   Power of Attorney from certain directors.

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 the  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 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;
                              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 the Registration Statement.

                    (2) That,  for the  purposes 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 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  Securities  Act of 1933 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
                  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 final adjudication of such issue.
SIGNATURES

         The Registrant.  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 Minneapolis and State of Minnesota, on the 30th
day of October, 1995.

                            AEQUITRON MEDICAL, INC.
                            (the "Registrant")

                             By /s/ James B. Hickey, Jr.
                                James B. Hickey, Jr., President and
                                Chief Executive Officer

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

                              (Power of Attorney)

         Each of the undersigned  constitutes and appoints James B. Hickey,  Jr.
and William M. Milne his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and all  capacities,  to sign  the  Form  S-8
Registration Statement of Aequitron Medical, Inc. relating to the Company's 1995
Employee  Stock  Purchase  Plan  and  any or all  amendments  or  post-effective
amendments to the Form S-8  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  attorneys-in-fact  and
agents,  each acting alone,  full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as the undersigned might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents, each acting alone, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

         Signature                   Title                            Date

 /s/ James B. Hickey, Jr.    President, Chief Executive        October 30, 1995
James B. Hickey, Jr.         Officer and Director
                             (principal executive officer)

 /s/ William M. Milne        Chief Financial Officer           October 30, 1995
William M. Milne             (principal financial and
                             accounting officer)

 /s/ Lawrence A. Lehmkuhl    Director                          October 30, 1995
Lawrence A. Lehmkuhl

 /s/ David B. Morse          Director                          October 30, 1995
David B. Morse

                             Director
Gerald E. Rhodes

 /s/ Ervin F. Kamm, Jr.      Director                          October 30, 1995
Ervin F. Kamm, Jr.
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            AEQUITRON MEDICAL, INC.

                        Form S-8 Registration Statement

                           E X H I B I T   I N D E X

Exhibit
Number          Exhibit Description

 5              Opinion and Consent of counsel re securities
                   under the Plan
23.1            Consent of counsel (included in Exhibit 5)
23.2            Consent of independent accountants
24              Power of attorney (included on signature page of this Form S-8)