As filed with the Securities and Exchange Commission on January 15, 1997
                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------
                         OAK TREE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                       02-0401674
         --------                                       ----------
  (State or Other Jurisdiction of                    (I.R.S.Employer
   Incorporation or Organization)                  Identification Number)

                           2 Gannett Drive, Suite 215
                          White Plains, New York 10604
                    (Address of Principal Executive Offices)
                                 ---------------
                                  BURTON DUBBIN
                             STOCK OPTION AGREEMENT
                            (Full Title of the Plan)

                                William Kedersha
                             Chief Executive Officer
                         Oak Tree Medical Systems, Inc.
                                 2 Gannett Drive
                          White Plains, New York 10604
                     (Name and Address of Agent for Service)

                                 (914) 694-2500
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                                Bruce Rabb, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                  Proposed         Proposed
Title of                          Maximum          Maximum          Amount of
Securities to    Amount to be     Offering Price   Aggregate        Registration
be Registered    Registered       Per Share(1)     Offering Price   Fee
--------------------------------------------------------------------------------
Common           375,000          $3.875           $1,453,125       $440.34
Stock (par       shares
value $.01
per share)
================================================================================
(1)  Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the average of the bid and asked  prices  reported by the
     National  Association  of Securities  Dealers on January 9, 1997,  which is
     within  five (5)  business  days  prior  to the  date of this  Registration
     Statement.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (a) The  Registrant's  Annual Report on Form 10-KSB for the fiscal year
ended May 31, 1996.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a) above.

         (c) The Registrant's Registration Statement on Form 8-A, filed pursuant
to  Section  12(g) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), which contains a description of the Common Stock, 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  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all 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.   Interest of Named Experts and Counsel.

         The legality of the issuance of the shares has been passed upon for the
Registrant by Kramer, Levin, Naftalis & Frankel.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Certificate of  Incorporation  contains  provisions
permitted by Section 102(b)(7) of the DGCL.

         Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in 


                                       -2-


<PAGE>

a manner he  reasonably  believed to be in or not  opposed to the  corporation's
best interests and, with respect to any criminal action or  proceedings,  had no
reasonable  cause  to  believe  that  his  conduct  was  unlawful.   A  Delaware
corporation may indemnify  directors  and/or officers in an action or suit by or
in the  right of the  corporation  under  the same  conditions,  except  that no
indemnification  is  permitted  without  judicial  approval  if the  director or
officer is adjudged to be liable to the corporation. Where a director or officer
is successful  on the merits or otherwise in the defense of any action  referred
to above,  the corporation  must indemnify him or her against the expenses which
such director or officer actually and reasonably incurred.

         The Registrant's  Certificate of Incorporation  and By-laws provide for
the  indemnification  of directors and officers of the Registrant to the fullest
extent permitted by the DGCL.

Item 7.   Exemption From Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

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

      3.1           Certificate of Incorporation  of the Registrant,  as amended
                    (incorporated  by  reference  to  Registrant's  Registration
                    Statement  on Form S-18,  dated  August 20,  1986,  File No.
                    33-8166B).

      3.2           Amendments to Certificate of Incorporation,  dated August 1,
                    1994  (incorporated  by  reference  to  Exhibit  3.2  of the
                    Registrant's Annual Report on Form 10-KSB).

      3.3           By-laws of the  Registrant  (incorporated  by  reference  to
                    Registrant's  Registration  Statement  on Form  S-18,  dated
                    August 20, 1986, Registration No. 33-8166B).

      5             Opinion  of  Kramer,  Levin,  Naftalis  & Frankel  regarding
                    legality of securities being registered (including consent).

      23.1          Consent of Independent Auditors.

      23.2          Consent of Kramer,  Levin,  Naftalis & Frankel  (see Exhibit
                    Number 5 above).

Item 9.    Undertakings.

         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  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.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities 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 the time shall be deemed to be the initial bona
fide offering thereof.


                                       -3-


<PAGE>

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

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  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.

         Insofar as indemnification for liabilities arising under the Securities
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       -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 New  York,  State of New  York,  on this 15th day of
January, 1997.

                                       OAK TREE MEDICAL SYSTEMS, INC.

                                       By:  /s/ WILLIAM KEDERSHA
                                            --------------------
                                            Name:  William Kedersha
                                            Title: Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed by the following  persons on January 15,
1997 in the capacities indicated.

         Signature                        Title(s)
         ---------                        --------

 /s/   WILLIAM KEDERSHA            Chief Executive Officer and Director
------------------------------     (Principal Financial and Accounting Officer)
        William Kedersha        

 /s/   MICHAEL GERBER               President and Director
------------------------------
        Michael Gerber

 /s/   HENRY DUBBIN                 Executive Vice President and Director
------------------------------
        Henry Dubbin


<PAGE>

                                  EXHIBIT INDEX

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

      3.1           Certificate of Incorporation  of the Registrant,  as amended
                    (incorporated  by  reference  to  Registrant's  Registration
                    Statement  on Form S-18,  dated  August 20,  1986,  File No.
                    33-8166B).

      3.2           Amendments to Certificate of Incorporation,  dated August 1,
                    1994  (incorporated  by  reference  to  Exhibit  3.2  of the
                    Registrant's Annual Report on Form 10-KSB).

      3.3           By-laws of the  Registrant  (incorporated  by  reference  to
                    Registrant's  Registration  Statement  on Form  S-18,  dated
                    August 20, 1986, Registration No. 33-8166B).

      5             Opinion  of  Kramer,  Levin,  Naftalis  & Frankel  regarding
                    legality of securities being registered (including consent).

      23.1          Consent of Independent Auditors.

      23.2          Consent of Kramer,  Levin,  Naftalis & Frankel  (see Exhibit
                    Number 5 above).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 14788}]
{"company-data": {"conformed-name": "OAK TREE MEDICAL SYSTEMS INC", "cik": "0000799426", "assigned-sic": "8000", "irs-number": "020401674", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19819", "film-number": "97506321"}, "business-address": {"street1": "16504 STONEHAVEN RD", "city": "MIAMI LAKES", "state": "FL", "zip": "33014", "phone": "3058228889"}, "mail-address": {"street1": "16504 STONEHAVE ROAD", "city": "MIAMI LAKES", "state": "FL", "zip": "33014"}, "former-company": {"former-conformed-name": "OAK TREE CONSTRUCTION COMPUTERS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 15, 1997
                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------
                         OAK TREE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                       02-0401674
         --------                                       ----------
  (State or Other Jurisdiction of                    (I.R.S.Employer
   Incorporation or Organization)                  Identification Number)

                           2 Gannett Drive, Suite 215
                          White Plains, New York 10604
                    (Address of Principal Executive Offices)
                                 ---------------
                                  BURTON DUBBIN
                             STOCK OPTION AGREEMENT
                            (Full Title of the Plan)

                                William Kedersha
                             Chief Executive Officer
                         Oak Tree Medical Systems, Inc.
                                 2 Gannett Drive
                          White Plains, New York 10604
                     (Name and Address of Agent for Service)

                                 (914) 694-2500
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                                Bruce Rabb, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                  Proposed         Proposed
Title of                          Maximum          Maximum          Amount of
Securities to    Amount to be     Offering Price   Aggregate        Registration
be Registered    Registered       Per Share(1)     Offering Price   Fee
--------------------------------------------------------------------------------
Common           375,000          $3.875           $1,453,125       $440.34
Stock (par       shares
value $.01
per share)
================================================================================
(1)  Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the average of the bid and asked  prices  reported by the
     National  Association  of Securities  Dealers on January 9, 1997,  which is
     within  five (5)  business  days  prior  to the  date of this  Registration
     Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (a) The  Registrant's  Annual Report on Form 10-KSB for the fiscal year
ended May 31, 1996.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a) above.

         (c) The Registrant's Registration Statement on Form 8-A, filed pursuant
to  Section  12(g) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), which contains a description of the Common Stock, 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  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all 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.   Interest of Named Experts and Counsel.

         The legality of the issuance of the shares has been passed upon for the
Registrant by Kramer, Levin, Naftalis & Frankel.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Certificate of  Incorporation  contains  provisions
permitted by Section 102(b)(7) of the DGCL.

         Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in 

                                       -2-
a manner he  reasonably  believed to be in or not  opposed to the  corporation's
best interests and, with respect to any criminal action or  proceedings,  had no
reasonable  cause  to  believe  that  his  conduct  was  unlawful.   A  Delaware
corporation may indemnify  directors  and/or officers in an action or suit by or
in the  right of the  corporation  under  the same  conditions,  except  that no
indemnification  is  permitted  without  judicial  approval  if the  director or
officer is adjudged to be liable to the corporation. Where a director or officer
is successful  on the merits or otherwise in the defense of any action  referred
to above,  the corporation  must indemnify him or her against the expenses which
such director or officer actually and reasonably incurred.

         The Registrant's  Certificate of Incorporation  and By-laws provide for
the  indemnification  of directors and officers of the Registrant to the fullest
extent permitted by the DGCL.

Item 7.   Exemption From Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

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

      3.1           Certificate of Incorporation  of the Registrant,  as amended
                    (incorporated  by  reference  to  Registrant's  Registration
                    Statement  on Form S-18,  dated  August 20,  1986,  File No.
                    33-8166B).

      3.2           Amendments to Certificate of Incorporation,  dated August 1,
                    1994  (incorporated  by  reference  to  Exhibit  3.2  of the
                    Registrant's Annual Report on Form 10-KSB).

      3.3           By-laws of the  Registrant  (incorporated  by  reference  to
                    Registrant's  Registration  Statement  on Form  S-18,  dated
                    August 20, 1986, Registration No. 33-8166B).

      5             Opinion  of  Kramer,  Levin,  Naftalis  & Frankel  regarding
                    legality of securities being registered (including consent).

      23.1          Consent of Independent Auditors.

      23.2          Consent of Kramer,  Levin,  Naftalis & Frankel  (see Exhibit
                    Number 5 above).

Item 9.    Undertakings.

         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  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.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities 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 the time shall be deemed to be the initial bona
fide offering thereof.

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

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  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.

         Insofar as indemnification for liabilities arising under the Securities
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       -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 New  York,  State of New  York,  on this 15th day of
January, 1997.

                                       OAK TREE MEDICAL SYSTEMS, INC.

                                       By:  /s/ WILLIAM KEDERSHA
                                            --------------------
                                            Name:  William Kedersha
                                            Title: Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed by the following  persons on January 15,
1997 in the capacities indicated.

         Signature                        Title(s)
         ---------                        --------

 /s/   WILLIAM KEDERSHA            Chief Executive Officer and Director
------------------------------     (Principal Financial and Accounting Officer)
        William Kedersha        

 /s/   MICHAEL GERBER               President and Director
------------------------------
        Michael Gerber

 /s/   HENRY DUBBIN                 Executive Vice President and Director
------------------------------
        Henry Dubbin
EXHIBIT INDEX

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

      3.1           Certificate of Incorporation  of the Registrant,  as amended
                    (incorporated  by  reference  to  Registrant's  Registration
                    Statement  on Form S-18,  dated  August 20,  1986,  File No.
                    33-8166B).

      3.2           Amendments to Certificate of Incorporation,  dated August 1,
                    1994  (incorporated  by  reference  to  Exhibit  3.2  of the
                    Registrant's Annual Report on Form 10-KSB).

      3.3           By-laws of the  Registrant  (incorporated  by  reference  to
                    Registrant's  Registration  Statement  on Form  S-18,  dated
                    August 20, 1986, Registration No. 33-8166B).

      5             Opinion  of  Kramer,  Levin,  Naftalis  & Frankel  regarding
                    legality of securities being registered (including consent).

      23.1          Consent of Independent Auditors.

      23.2          Consent of Kramer,  Levin,  Naftalis & Frankel  (see Exhibit
                    Number 5 above).