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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                  Medwave, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Minnesota                                    41-1493458
(State or Other Juris-                            (I.R.S. Employer
diction of Incorporation                          Identification Number)
    or Organization)

                            4382 Round Lake Road West
                        Arden Hills, Minnesota 55112-3923
              (Address of Principal Executive Office and Zip Code)



              Medwave, Inc. Amended and Restated Stock Option Plan
                            (Full Title of the Plan)


                          G. Kent Archibald, President
                                  Medwave, Inc.
                            4382 Round Lake Road West
                        Arden Hills, Minnesota 55112-3923
                                 (612) 639-1227
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 David C. Grorud
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402


<PAGE>

<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 Plan                 Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
         Plan                1,396,200 shares               $11.00                  $15,358,200                 $4,654
                                                                                                                ------

        TOTAL:                                                                                                  $4,654

================================================================================================================================
</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 market price of the 
         Registrant's Common Stock on March 11, 1997.


<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

                                      - 1 -

<PAGE>



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.

     The  Registrant's  Articles of  Incorporation  limit the  liability  of its
directors to the full extent  permitted by the  Minnesota  Business  Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary  damages for breach of fiduciary duty as directors except liability for
(i) any  breach of the duty of loyalty to the  Registrant  or its  shareholders,
(ii) acts or omissions not in good faith or that involve intentional  misconduct
or a  knowing  violation  of law,  (iii)  dividends  or other  distributions  of
corporate assets that are in  contravention of certain  statutory or contractual
restrictions,  (iv) violations of certain  Minnesota  securities laws or (v) any
transaction from which the director derives an improper personal benefit.

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 Amended and Restated 
                  Stock Option 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:

                                      - 2 -

<PAGE>




                                    (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

                                      - 3 -

<PAGE>



                  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 Arden Hills and State of Minnesota, on the 13th
day of March , 1997.


                                       MEDWAVE, INC.
                                       (the "Registrant")



                                       By /s/ G. Kent Archibald
                                          G. Kent Archibald
                                          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 G. Kent Archibald and Mark
T. Bakko 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 Medwave,  Inc. relating to the Company's Amended and Restated Stock
Option 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

                                      - 4 -

<PAGE>



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/ G. Kent Archibald         President, Chief Executive       February 17, 1997
---------------------         Officer and Director (principal                 
G. Kent Archibald             executive officer)



/s/ Mark T. Bakko             Chief Financial Officer          March 13, 1997
---------------------         (principal financial and                        
Mark T. Bakko                  accounting officer)


/s/ Norman Dann               Director                         March 13, 1997
---------------------                                                  
Norman Dann


/s/ Jerry E. Robertson        Director                         February 18, 1997
----------------------                                                    
Jerry E. Robertson



                                      - 5 -

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                                  MEDWAVE, 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 (See Exhibit 5)
23.2              Consent of independent auditors
24                Power of attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18805}]
{"company-data": {"conformed-name": "MEDWAVE INC", "cik": "0000876043", "assigned-sic": "3841", "irs-number": "411493458", "state-of-incorporation": "MN", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23583", "film-number": "97559226"}, "business-address": {"street1": "4382 ROUND LAKE ROAD WEST", "city": "ARDEN HILLS", "state": "MN", "zip": "55112-3923", "phone": "6126391227"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                  Medwave, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Minnesota                                    41-1493458
(State or Other Juris-                            (I.R.S. Employer
diction of Incorporation                          Identification Number)
    or Organization)

                            4382 Round Lake Road West
                        Arden Hills, Minnesota 55112-3923
              (Address of Principal Executive Office and Zip Code)

              Medwave, Inc. Amended and Restated Stock Option Plan
                            (Full Title of the Plan)

                          G. Kent Archibald, President
                                  Medwave, Inc.
                            4382 Round Lake Road West
                        Arden Hills, Minnesota 55112-3923
                                 (612) 639-1227
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 David C. Grorud
                            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 Plan                 Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
         Plan                1,396,200 shares               $11.00                  $15,358,200                 $4,654
                                                                                                                ------

        TOTAL:                                                                                                  $4,654

================================================================================================================================
(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 market price of the 
         Registrant's Common Stock on March 11, 1997.
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

                                      - 1 -
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.

     The  Registrant's  Articles of  Incorporation  limit the  liability  of its
directors to the full extent  permitted by the  Minnesota  Business  Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary  damages for breach of fiduciary duty as directors except liability for
(i) any  breach of the duty of loyalty to the  Registrant  or its  shareholders,
(ii) acts or omissions not in good faith or that involve intentional  misconduct
or a  knowing  violation  of law,  (iii)  dividends  or other  distributions  of
corporate assets that are in  contravention of certain  statutory or contractual
restrictions,  (iv) violations of certain  Minnesota  securities laws or (v) any
transaction from which the director derives an improper personal benefit.

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 Amended and Restated 
                  Stock Option 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:

                                      - 2 -
(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

                                      - 3 -
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 Arden Hills and State of Minnesota, on the 13th
day of March , 1997.

                                       MEDWAVE, INC.
                                       (the "Registrant")

                                       By /s/ G. Kent Archibald
                                          G. Kent Archibald
                                          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 G. Kent Archibald and Mark
T. Bakko 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 Medwave,  Inc. relating to the Company's Amended and Restated Stock
Option 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

                                      - 4 -
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/ G. Kent Archibald         President, Chief Executive       February 17, 1997
---------------------         Officer and Director (principal                 
G. Kent Archibald             executive officer)

/s/ Mark T. Bakko             Chief Financial Officer          March 13, 1997
---------------------         (principal financial and                        
Mark T. Bakko                  accounting officer)

/s/ Norman Dann               Director                         March 13, 1997
---------------------                                                  
Norman Dann

/s/ Jerry E. Robertson        Director                         February 18, 1997
----------------------                                                    
Jerry E. Robertson

                                      - 5 -
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  MEDWAVE, 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 (See Exhibit 5)
23.2              Consent of independent auditors
24                Power of attorney