<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1996
                                                         REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        under
                              the Securities Act of 1933

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

                                 IMAGYN MEDICAL, INC.
                  (Exact name of issuer as specified in its charter)

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

           DELAWARE                                     77-0230712
         ------------                                   ----------
   (State of incorporation)                (I.R.S. Employer Identification No.)

                                  27651 LA PAZ ROAD
                               LAGUNA NIGUEL, CA  92677
                       (address of principal executive offices)

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

                                   1995 STOCK PLAN
                              1996 DIRECTOR OPTION PLAN
                          1996 EMPLOYEE STOCK PURCHASE PLAN

                              (Full titles of the plans)
                               ------------------------

                                  FRANKLIN D. BROWN
                        CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                 IMAGYN MEDICAL, INC.
                                  27651 LA PAZ ROAD
                               LAGUNA NIGUEL, CA  92677
                                    (714) 362-2500
(Name, address, and telephone number, including area code, of agent for service)
                              -------------------------

                                       Copy to:
                               CHRISTOPHER OZBURN, ESQ.
                           WILSON SONSINI GOODRICH & ROSATI
                               PROFESSIONAL CORPORATION
                                  650 PAGE MILL ROAD
                               PALO ALTO, CA 94304-1050
                                    (415) 493-9300


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

<PAGE>

                           CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
                                                                 Proposed          Proposed
          Title of                            Maximum             Maximum           Maximum
         Securities                            Amount             Offering         Aggregate       Amount of
           to be                               to be             Price Per          Offering     Registration
        Registered (1)                       Registered            Share             Price            Fee
-------------------------------------------------------------------------------------------------------------
<S>                                      <C>                     <C>            <C>                 <C>
1995 STOCK PLAN
Common Stock,
 $.001 par value, shares outstanding      878,809 shares (2)    $  2.63 (3)    $ 2,311,268 (4)     $   701
 $.001 par value, shares available        452,325 shares (5)    $  8.13 (6)    $ 3,677,403 (7)     $ 1,115

1996 DIRECTOR OPTION PLAN
Common Stock,
 $.001 par value, shares outstanding       75,000 shares (2)     $14.15 (3)    $ 1,061,250 (4)     $   322
 $.001 par value, shares available        125,000 shares (5)     $ 8.13 (6)    $ 1,016,250 (7)     $   308

1996 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
 $.001 par value                          200,000 shares (8)     $ 6.91 (9)    $ 1,382,000 (7)     $   419

TOTAL                                    1,731,134 SHARES                                          $ 2,865
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------

</TABLE>

 
(1) In addition pursuant to Rule 416(c) under the Securities Act of 1933 ( the
    "Securities Act"), this Registration Statement also  covers an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plans described herein.

(2) For the sole purpose of calculating the registration fee, the number of
    shares to be registered under this Registration Statement has been broken
    down into five subtotals.  This subtotal represents the number of shares
    issuable upon exercise of currently outstanding options (option that have
    been granted as of the date of this Registration Statement).

(3) Calculated in accordance with Rule 457(h) under the Securities Act solely
    for the purpose of calculating the total registration fee. Calculation
    based on the weighted average exercise price ( rounded to the nearest cent)
    at which the options outstanding whose exercise will result in the issuance
    of the shares being registered may be exercised.

(4) Calculated in accordance with Rule 457(h) under the Securities Act based on
    the aggregate exercise price of all currently outstanding options.

(5) This subtotal represents the number of shares issuable upon exercise of
    options that are available for grant, but have    not been granted.

(6) Estimated in accordance with Rule 457(h) under the Securities Act solely
    for the purpose of calculating the total registration fee.  The calculation
    is based upon the closing price of the Common Stock as reported on the
    Nasdaq National Market on November 1, 1996, because the price at which the
    options to be granted in the future may be exercised is not currently
    determinable.

(7) Calculated in accordance with Rule 457(h) under the Securities Act based on
    the aggregate exercise price for options available for grant.

(8) This subtotal represents the number of shares authorized to be issued under
    the 1996 Employee Stock Purchase Plan.


                                         -ii-

<PAGE>

(9) Estimated in accordance with Rule 457(h) under the Securities Act solely
    for the purpose of calculating the total registration fee.  Calculation
    based upon 85% (see explanation in following sentence) of the closing price
    of the Common Stock as reported on the Nasdaq National Market on November
    1, 1996 because the price at which the options to be granted in the future
    may be exercised is not currently determinable.  The purchase price of a
    share of Common Stock pursuant to the 1996 Employee Stock Purchase Plan,
    which plan is incorporated by reference herein, is equal to 85% of the Fair
    Market Value of a share of Common Stock on either the first day of the
    relevant offering period or the last day of the relevant purchase period,
    whichever is lower.


                                        -iii-

<PAGE>

                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCES

    There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by Imagyn Medical, Inc.
(the "Company") with the Securities and Exchange Commission:

(a) The audited financial statements for the Registrant's fiscal year ended
    December 1995 contained in the Prospectus filed pursuant to Rule 424(b)(4)
    under the Securities Act of 1933, as amended (the "Securities Act"), on May
    31, 1996.

(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June
    30, 1996, filed pursuant to Section 13 of the Securities Exchange Act of
    1934, as amended (the "Exchange Act"), on August 14, 1996.

(c) The description of the Common Stock of the Registrant that is contained in
    the Registration Statement on Form 8-A filed pursuant to Section 12 of the
    Exchange Act on April 17, 1996.

(d) All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
    and 15(d) of the Exchange Act subsequent to the filing of this Registration
    Statement and prior to the filing of a post-effective amendment which
    indicates that all securities offered have been sold or which deregisters
    all securities then remaining unsold, shall be deemed to be incorporated by
    reference in the Registration Statement and to be 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.

    Certain members of Wilson Sonsini Goodrich and Rosati, Professional
Corporation, and investment partnerships of which such persons are partners
beneficially own 7,914 shares of the Registrant's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."  With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor . . . [by reason of his service in one of the capacities specified in


<PAGE>

the preceding sentence] against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."

    The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the DGCL, no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director.  The Certificate of Incorporation also provides
that no amendment or repeal of such provision shall apply to or have any effect
on the right to indemnification permitted thereunder with respect to claims
arising from acts or omissions occurring in whole or in part before the
effective date of such amendment or repeal whether asserted before or after such
amendment or repeal.

    The Company's Bylaws provide that the Company shall indemnify to the full
extent authorized by law each of its directors, officers, employees and other
agents against expenses actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that such person is or was an agent of
the corporation.

    The Company has entered into indemnification agreements with its directors
and executive officers, in addition to indemnification provided for in the
Company's Bylaws, and intends to enter into indemnification agreements with any
new directors and executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable

ITEM 8.  EXHIBITS.

 Exhibit
 Number                           Document
---------      ---------------------------------------------------------------

   5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional
              Corporation, as to the legality of securities being registered.

  23.1        Consent of Coopers & Lybrand L.L.P., Independent Accountants.

  23.2        Consent of Wilson Sonsini Goodrich & Rosati, Professional
              Corporation (contained in Exhibit 5.1 hereto).

  24.1        Power of Attorney (see page II-4).


                                         II-2

<PAGE>

ITEM 9.  UNDERTAKINGS.

    A.   The Company 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 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.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Corporation Law, the Company's Certificate of
Incorporation, the Company's Bylaws or the Company's indemnification agreements,
the Company has been informed 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in a successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered hereunder, the Company will, unless in the opinion
of its counsel the question has already been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of 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.


                                         II-3

<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 Laguna Niguel, State of California, on November 6,
1996.

                                            IMAGYN MEDICAL, INC.

                                            By:  /s/ FRANKLIN D. BROWN
                                                --------------------------------
                                                  Franklin D. Brown, President
                                                 and Chief Executive Officer


                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Franklin D. Brown and J.C. MacRae,
jointly and severally, as his or her attorneys-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitutes, may do or cause to be done
by virtue hereof.

    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.

 <TABLE>
<CAPTION>

           Signature                                        Title                                   Date
--------------------------------  -----------------------------------------------------------  ------------------
<S>                                    <C>                                                    <C>
/s/FRANKLIN D. BROWN                   President, Chief Executive Officer and Director        November 6, 1996
-----------------------------
(Franklin D. Brown)                    (Principal Executive Officer)

/s/J.C. MACRAE                         Vice President and Chief Financial Officer             November 6, 1996
-----------------------------
(J.C. MacRae)                          (Principal Financial and Accounting Officer)

/s/  DAVID W. CHONETTE                 Director                                               November 6, 1996
-----------------------------
(David W. Chonette)

/s/SAMUEL D. COLELLA                   Director                                               November 6, 1996
-----------------------------
(Samuel D. Colella)

/s/ELIZABETH B. CONNELL, M.D.          Director                                               November 6, 1996
-----------------------------
(Elizabeth B. Connell, M.D.)
                                                                                              November 6, 1996
/s/MARK B. LOGAN                       Director
-----------------------------                                                                 November 6, 1996
(Mark B. Logan)

/s/RICHARD S. SCHNEIDER, Ph.D.         Director                                               November 6, 1996
------------------------------
(Richard S. Schneider, Ph.D.)

</TABLE>

                                         II-4
<PAGE>

                                  INDEX TO EXHIBITS


Exhibit                          Description
--------------------------------------------------------------------------------
5.1                              Opinion of Wilson Sonsini Goodrich & Rosati,
                                 Professional Corporation, as to the legality 
                                 of securities being registered


23.1                             Consent of Coopers & Lybrand L.L.P.,         
                                 Independent Accountants


23.2                             Consent of Wilson Sonsini Goodrich & Rosati, 
                                 Professional Corporation                     
                                 (contained in Exhibit 5.1 hereto)


24.1                             Power of Attorney (see Page II-4)
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20280}]
{"company-data": {"conformed-name": "IMAGYN MEDICAL INC", "cik": "0001012134", "assigned-sic": "3845", "irs-number": "770230712", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15619", "film-number": "96655122"}, "business-address": {"street1": "27651 LA PAZ RD", "city": "LAGUNA NIGUEL", "state": "CA", "zip": "92656", "phone": "7143622500"}, "mail-address": {"street1": "27651 LA PAZ RD", "city": "LAQUNA NIGUEL", "state": "CA", "zip": "92677"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1996
                                                         REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        under
                              the Securities Act of 1933

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

                                 IMAGYN MEDICAL, INC.
                  (Exact name of issuer as specified in its charter)

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

           DELAWARE                                     77-0230712
         ------------                                   ----------
   (State of incorporation)                (I.R.S. Employer Identification No.)

                                  27651 LA PAZ ROAD
                               LAGUNA NIGUEL, CA  92677
                       (address of principal executive offices)

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

                                   1995 STOCK PLAN
                              1996 DIRECTOR OPTION PLAN
                          1996 EMPLOYEE STOCK PURCHASE PLAN

                              (Full titles of the plans)
                               ------------------------

                                  FRANKLIN D. BROWN
                        CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                 IMAGYN MEDICAL, INC.
                                  27651 LA PAZ ROAD
                               LAGUNA NIGUEL, CA  92677
                                    (714) 362-2500
(Name, address, and telephone number, including area code, of agent for service)
                              -------------------------

                                       Copy to:
                               CHRISTOPHER OZBURN, ESQ.
                           WILSON SONSINI GOODRICH & ROSATI
                               PROFESSIONAL CORPORATION
                                  650 PAGE MILL ROAD
                               PALO ALTO, CA 94304-1050
                                    (415) 493-9300

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
                                                                 Proposed          Proposed
          Title of                            Maximum             Maximum           Maximum
         Securities                            Amount             Offering         Aggregate       Amount of
           to be                               to be             Price Per          Offering     Registration
        Registered (1)                       Registered            Share             Price            Fee
-------------------------------------------------------------------------------------------------------------
1995 STOCK PLAN
Common Stock,
 $.001 par value, shares outstanding      878,809 shares (2)    $  2.63 (3)    $ 2,311,268 (4)     $   701
 $.001 par value, shares available        452,325 shares (5)    $  8.13 (6)    $ 3,677,403 (7)     $ 1,115

1996 DIRECTOR OPTION PLAN
Common Stock,
 $.001 par value, shares outstanding       75,000 shares (2)     $14.15 (3)    $ 1,061,250 (4)     $   322
 $.001 par value, shares available        125,000 shares (5)     $ 8.13 (6)    $ 1,016,250 (7)     $   308

1996 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
 $.001 par value                          200,000 shares (8)     $ 6.91 (9)    $ 1,382,000 (7)     $   419

TOTAL                                    1,731,134 SHARES                                          $ 2,865
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
(1) In addition pursuant to Rule 416(c) under the Securities Act of 1933 ( the
    "Securities Act"), this Registration Statement also  covers an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plans described herein.

(2) For the sole purpose of calculating the registration fee, the number of
    shares to be registered under this Registration Statement has been broken
    down into five subtotals.  This subtotal represents the number of shares
    issuable upon exercise of currently outstanding options (option that have
    been granted as of the date of this Registration Statement).

(3) Calculated in accordance with Rule 457(h) under the Securities Act solely
    for the purpose of calculating the total registration fee. Calculation
    based on the weighted average exercise price ( rounded to the nearest cent)
    at which the options outstanding whose exercise will result in the issuance
    of the shares being registered may be exercised.

(4) Calculated in accordance with Rule 457(h) under the Securities Act based on
    the aggregate exercise price of all currently outstanding options.

(5) This subtotal represents the number of shares issuable upon exercise of
    options that are available for grant, but have    not been granted.

(6) Estimated in accordance with Rule 457(h) under the Securities Act solely
    for the purpose of calculating the total registration fee.  The calculation
    is based upon the closing price of the Common Stock as reported on the
    Nasdaq National Market on November 1, 1996, because the price at which the
    options to be granted in the future may be exercised is not currently
    determinable.

(7) Calculated in accordance with Rule 457(h) under the Securities Act based on
    the aggregate exercise price for options available for grant.

(8) This subtotal represents the number of shares authorized to be issued under
    the 1996 Employee Stock Purchase Plan.

                                         -ii-
(9) Estimated in accordance with Rule 457(h) under the Securities Act solely
    for the purpose of calculating the total registration fee.  Calculation
    based upon 85% (see explanation in following sentence) of the closing price
    of the Common Stock as reported on the Nasdaq National Market on November
    1, 1996 because the price at which the options to be granted in the future
    may be exercised is not currently determinable.  The purchase price of a
    share of Common Stock pursuant to the 1996 Employee Stock Purchase Plan,
    which plan is incorporated by reference herein, is equal to 85% of the Fair
    Market Value of a share of Common Stock on either the first day of the
    relevant offering period or the last day of the relevant purchase period,
    whichever is lower.

                                        -iii-
PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCES

    There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by Imagyn Medical, Inc.
(the "Company") with the Securities and Exchange Commission:

(a) The audited financial statements for the Registrant's fiscal year ended
    December 1995 contained in the Prospectus filed pursuant to Rule 424(b)(4)
    under the Securities Act of 1933, as amended (the "Securities Act"), on May
    31, 1996.

(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June
    30, 1996, filed pursuant to Section 13 of the Securities Exchange Act of
    1934, as amended (the "Exchange Act"), on August 14, 1996.

(c) The description of the Common Stock of the Registrant that is contained in
    the Registration Statement on Form 8-A filed pursuant to Section 12 of the
    Exchange Act on April 17, 1996.

(d) All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
    and 15(d) of the Exchange Act subsequent to the filing of this Registration
    Statement and prior to the filing of a post-effective amendment which
    indicates that all securities offered have been sold or which deregisters
    all securities then remaining unsold, shall be deemed to be incorporated by
    reference in the Registration Statement and to be 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.

    Certain members of Wilson Sonsini Goodrich and Rosati, Professional
Corporation, and investment partnerships of which such persons are partners
beneficially own 7,914 shares of the Registrant's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."  With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor . . . [by reason of his service in one of the capacities specified in
the preceding sentence] against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."

    The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the DGCL, no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director.  The Certificate of Incorporation also provides
that no amendment or repeal of such provision shall apply to or have any effect
on the right to indemnification permitted thereunder with respect to claims
arising from acts or omissions occurring in whole or in part before the
effective date of such amendment or repeal whether asserted before or after such
amendment or repeal.

    The Company's Bylaws provide that the Company shall indemnify to the full
extent authorized by law each of its directors, officers, employees and other
agents against expenses actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that such person is or was an agent of
the corporation.

    The Company has entered into indemnification agreements with its directors
and executive officers, in addition to indemnification provided for in the
Company's Bylaws, and intends to enter into indemnification agreements with any
new directors and executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable

ITEM 8.  EXHIBITS.

 Exhibit
 Number                           Document
---------      ---------------------------------------------------------------

   5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional
              Corporation, as to the legality of securities being registered.

  23.1        Consent of Coopers & Lybrand L.L.P., Independent Accountants.

  23.2        Consent of Wilson Sonsini Goodrich & Rosati, Professional
              Corporation (contained in Exhibit 5.1 hereto).

  24.1        Power of Attorney (see page II-4).

                                         II-2
ITEM 9.  UNDERTAKINGS.

    A.   The Company 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 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.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Corporation Law, the Company's Certificate of
Incorporation, the Company's Bylaws or the Company's indemnification agreements,
the Company has been informed 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in a successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered hereunder, the Company will, unless in the opinion
of its counsel the question has already been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of 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.

                                         II-3
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 Laguna Niguel, State of California, on November 6,
1996.

                                            IMAGYN MEDICAL, INC.

                                            By:  /s/ FRANKLIN D. BROWN
                                                --------------------------------
                                                  Franklin D. Brown, President
                                                 and Chief Executive Officer

                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Franklin D. Brown and J.C. MacRae,
jointly and severally, as his or her attorneys-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitutes, may do or cause to be done
by virtue hereof.

    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.
Signature                                        Title                                   Date
--------------------------------  -----------------------------------------------------------  ------------------
/s/FRANKLIN D. BROWN                   President, Chief Executive Officer and Director        November 6, 1996
-----------------------------
(Franklin D. Brown)                    (Principal Executive Officer)

/s/J.C. MACRAE                         Vice President and Chief Financial Officer             November 6, 1996
-----------------------------
(J.C. MacRae)                          (Principal Financial and Accounting Officer)

/s/  DAVID W. CHONETTE                 Director                                               November 6, 1996
-----------------------------
(David W. Chonette)

/s/SAMUEL D. COLELLA                   Director                                               November 6, 1996
-----------------------------
(Samuel D. Colella)

/s/ELIZABETH B. CONNELL, M.D.          Director                                               November 6, 1996
-----------------------------
(Elizabeth B. Connell, M.D.)
                                                                                              November 6, 1996
/s/MARK B. LOGAN                       Director
-----------------------------                                                                 November 6, 1996
(Mark B. Logan)

/s/RICHARD S. SCHNEIDER, Ph.D.         Director                                               November 6, 1996
------------------------------
(Richard S. Schneider, Ph.D.)
II-4
INDEX TO EXHIBITS

Exhibit                          Description
--------------------------------------------------------------------------------
5.1                              Opinion of Wilson Sonsini Goodrich & Rosati,
                                 Professional Corporation, as to the legality 
                                 of securities being registered

23.1                             Consent of Coopers & Lybrand L.L.P.,         
                                 Independent Accountants

23.2                             Consent of Wilson Sonsini Goodrich & Rosati, 
                                 Professional Corporation                     
                                 (contained in Exhibit 5.1 hereto)

24.1                             Power of Attorney (see Page II-4)