As filed with the Securities and Exchange Commission on September 12, 1996.
                                             Registration No. 333-________
         
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    ___________
         
                                     FORM S-8
         
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933
         
                             INNOVASIVE DEVICES, INC.
              (Exact name of registrant as specified in its charter)
         
                                    04-3132641
                        (I.R.S. employer identification no.)
         
                                   Massachusetts
          (State or other jurisdiction of incorporation or organization)
              
                  734 Forest Street, Marlborough, MA  01752-3032
                          (Address of principal executive offices) (Zip Code)
         
                         1992 Minivasive Stock Option Plan
                          1996 Omnibus Stock Option Plan
                   1996 Non-Employee Director Stock Option Plan
                         1996 Employee Stock Purchase Plan
                               (Full title of plans)
         
             Richard D. Randall, President and Chief Executive Officer
                             Innovasive Devices, Inc.
                                 734 Forest Street
                            Marlborough, MA  01752-3032
                      (Name and address of agent for service)
         
                                  (508) 460-8229
                 (Telephone number, including area code, of agent for service)
         
                          CALCULATION OF REGISTRATION FEE
         
      Title of         Amount        Proposed    Proposed        Amount
      securities       to be         maximum     maximum         of
      to be            registered    offering    aggregate       registration
      registered       (1)           price per   offering        fee
                                     share (2)   price (2)       
      _______________  __________    _________   _____________   ____________   

      Common Stock,    1,088,425     $10.125    $11,020,303.13   $3,800.10
      $.0001 par value   shares                                    

(1) Plus such additional number of shares as may be required pursuant to the 
Plan in the event of a stock dividend, split-up of shares, recapitalization or 
other similar change in the Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee, in 
accordance with Rule 457(h)(1), on the basis of the average of the high and 
low prices of the Common Stock as reported on the Nasdaq National Market on 
September 9, 1996.
         
         
         
         
          
                                  EXPLANATORY NOTE
         
              This Registration Statement has been prepared in accordance 
         with the requirements of Form S-8, as amended, and relates to an 
         aggregate of 1,088,425 shares of Common Stock, $.0001 par value, 
         of Innovasive Devices, Inc. (the "Company") which have been 
         reserved for issuance under the Company's 1992 Minivasive Stock 
         Option Plan, as amended (688,425 shares), the Company's 1996 
         Omnibus Stock Option Plan (250,000 shares), the Company's 1996 
         Non-Employee Director Stock Option Plan (100,000 shares) and the 
         Company's 1996 Employee Stock Purchase Plan (50,000 shares).  
         
         






































                                      PART II
         
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
         
         
         Item 3.   Incorporation of Documents by Reference
         
              The following documents are hereby incorporated by reference 
         in this Registration Statement:
         
                   (a)  The Company's prospectus dated June 6, 1996 filed 
              with the Securities and Exchange Commission (the 
              "Commission") pursuant to Rule 424(b) under the Securities 
              Act of 1933, as amended;
         
                   (b)  The description of the Company's Common Stock 
              incorporated by reference in the Company's registration 
              statement on Form 8-A (SEC File No. 0-28492) filed with the 
              Commission on May 13, 1996 from the registration statement 
              on Form S-1 (SEC File No. 333-3368) filed with the 
              Commission on June 5, 1996; and
         
                   (c)  The Company's Form 8-K filed with the Commission 
              on July 24, 1996.
         
         In addition, all documents filed by the Company after the initial 
         filing date of this registration statement pursuant to Sections 
         13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 
         1934, as amended (the "Exchange Act"), and prior to the filing of 
         a post-effective amendment which indicates that all shares 
         registered hereunder have been sold or which de-registers all 
         shares 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
              
              The legality of the shares of Common Stock offered hereby 
         has been passed upon for the Company by Choate, Hall & Stewart, 
         53 State Street, Exchange Place, Boston, Massachusetts 02109. 
         Roslyn G. Daum, a partner of the firm, is Clerk of the Company.  
         






         
         
         
         
         
         
         
         Item 6.   Indemnification of Officers and Directors 
         
              Section 67 of Chapter 156B of the Massachusetts General Laws 
         provides that a corporation may indemnify its directors and 
         officers to the extent specified in or authorized by (i) the 
         articles of organization, (ii) a by-law adopted by the 
         stockholders, or (iii) a vote adopted by the holders of a 
         majority of the shares of stock entitled to vote on the election 
         of directors.  In all instances, the extent to which a 
         corporation provides indemnification to its directors and 
         officers under Section 67 is optional.  In its Third Restated 
         Articles of Organization, the Registrant has elected to commit to 
         provide indemnification to its directors and officers in 
         specified circumstances.  Generally, Article 6 of the 
         Registrant's Third Restated Articles of Organization indemnifies 
         directors and officers of the Registrant against liabilities and 
         expenses arising out of legal proceedings brought against them by 
         reason of their status as directors or officers, by reason of 
         their agreeing to serve, at the request of the Registrant, as a 
         director or officer with an other organization or by reason of 
         their serving at the request of the Registrant in any capacity 
         with respect to any employee benefit plan.  Under this provision, 
         a director or officer of the Registrant shall be indemnified by 
         the Registrant for all costs and expenses (including attorneys 
         fees), judgments, liabilities and amounts paid in settlement of 
         such proceedings, even if he is not successful on the merits, if 
         he acted in good faith in the reasonable belief that his action 
         was in the best interests of the Registrant or, in the case of an 
         employee benefit plan, in the best interest of the participants 
         or beneficiaries of such plan.  The Board of Directors may 
         authorize advancing litigation expenses to a director or officer 
         at his request upon receipt of an undertaking by any such 
         director or officer to repay such expenses if it is ultimately 
         determined that he is not entitled to indemnification for such 
         expenses.
         
              Article 6 of the Registrant's Third Restated Articles of 
         Organization eliminates the personal liability of the 
         Registrant's directors to the Registrant or its stockholders for 
         monetary damages for breach of a director's fiduciary duty, 
         except to the extent Chapter 156B of the Massachusetts General 
         Laws prohibits the elimination or limitation of such liability.
         
         Item 7.   Exemption from Registration Claimed.
         
              Not applicable.
         







         
         
         
         
         
         
         Item 8.   Exhibits 
         
              5.1  Opinion of Choate, Hall & Stewart as to 
                   the legality of the shares being 
                   registered.
         
              10.1 Registrant's 1992 Minivasive Stock 
                   Option Plan (incorporated by reference 
                   to Exhibit 10.1 of the Company's 
                   Registration Statement on Form S-1 (File 
                   No. 333-3368).
         
              10.2 Registrant's 1996 Omnibus Stock Option 
                   Plan (incorporated by reference to 
                   Exhibit 10.2 of the Company's 
                   Registration Statement on Form S-1 (File 
                   No. 333-3368).
         
              10.3 Registrant's 1996 Non-Employee Director 
                   Stock Option Plan (incorporated by 
                   reference to Exhibit 10.3 of the 
                   Company's Registration Statement on Form 
                   S-1 (File No. 333-3368)). 
         
              10.4 Registrant's 1996 Employee Stock 
                   Purchase Plan (incorporated by reference 
                   to Exhibit 10.4 of the Company's 
                   Registration Statement on Form S-1 (File 
                   No. 333-3368)). 
         
              23.1 Consent of Price Waterhouse LLP.
         
              23.2 Consent of Choate, Hall & Stewart 
                   (included in Exhibit 5.1). 
         
              24.1 Power of Attorney (included in page
                   II-6).
         
         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 of 1933, as amended (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; and
         
                   (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 Company hereby undertakes that, for purposes of 
         determining any liability under the Securities Act, each filing 
         of the Company's annual report pursuant to Section 13(a) or 
         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.
         
              (h)  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 foregoing 
         provisions, or otherwise, the Company has been advised that in 
         the opinion of the 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 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 Company will, unless in the 
         opinion of 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. 
         














         
         
         
         
         
         
         
         
         
         
         
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     SIGNATURES
         
              Pursuant to the requirements of the Securities Act of 1933, 
         the Company certifies that it has reasonable grounds to believe 
         that it meets all of the requirements for filing a Form S-8 and 
         has duly caused this Registration Statement to be signed on its 
         behalf by the undersigned, thereunto duly authorized, in the Town 
         of Marlborough, Commonwealth of Massachusetts on September 9, 
         1996.
         
         
                                          Innovasive Devices, Inc.
                                          (Issuer and Employer)
         
         
         
                                          By:  James V. Barrile
                                               Vice President and Chief
                                               Financial Officer
                        


































         
         




                                 POWER OF ATTORNEY
         
              KNOW ALL MEN BY THESE PRESENTS, that each individual whose 
         signature appears below constitutes and appoints Richard D. 
         Randall, James V. Barrile and Roslyn G. Daum, jointly and 
         severally, his true and lawful attorneys-in-fact and agents with 
         full powers of substitution, for him and in his name, place and 
         stead, in any and all capacities, to sign any and all amendments 
         (including post-effective amendments) to this registration 
         statement, and to file the same, with all exhibits thereto, and 
         all documents in connection therewith, with the Securities and 
         Exchange Commission, granting unto said attorneys-in-fact and 
         agents, and each of them, full power and authority to do and 
         perform each and every act and thing requisite and necessary to 
         be in and about the premises, as fully to all intents and 
         purposes as he might or could do in person, hereby ratifying and 
         confirming all that said attorneys-in-fact and agents, or any of 
         them, or their or his substitute or substitutes, may lawfully do 
         or cause to be done by virtue thereof.
         
              Pursuant to the requirements of the Securities Act of 1933, 
         this registration statement has been signed below on the dates 
         indicated by the following persons in the capacities indicated.
         
         
         Name                         Capacity                      Date
         
         /s/ Richard D. Randall       President, Chief Executive    9/5/96
         Richard D. Randall           Officer and Director
                                      (Principal Executive Officer) 
         
         /s/ James V. Barrile         Chief Financial Officer       9/9/96
         James V. Barrile             (Principal Financial
                                      and Accounting Officer)
         
         /s/ James E. Nicholson       Director                      9/9/96
         James E. Nicholson
         
         /s/ Joseph A. Ciffolillo     Director                      9/9/96
         Joseph A. Ciffolillo
         
         /s/ Thomas C. McConnell      Director                      9/5/96
         Thomas C. McConnell
         
         /s/ Robert R. Momsen         Director                      9/6/96
         Robert R. Momsen
         
         /s/ Howard D. Palefsky       Director                      9/5/96
         Howard D. Palefsky
         
         



         





                                  INDEX TO EXHIBITS 
         
         Exhibit Number                                         Page
         
              5.1     Opinion of Choate, Hall & Stewart 
         
              10.1    Registrant's 1992 Minivasive Stock 
                      Option Plan (incorporated by 
                      reference to Exhibit 10.1 of the 
                      Company's Registration Statement on 
                      Form S-1 (File No. 333-3368)). 
              
              10.2    Registrant's 1996 Omnibus Stock 
                      Option Plan (incorporated by 
                      reference to Exhibit 10.2 of the 
                      Company's Registration Statement on 
                      Form S-1 (File No. 333-3368)). 
              
              10.3    Registrant's 1996 Non-Employee 
                      Director Stock Option Plan 
                      (incorporated by reference to Exhibit 
                      10.3 of the Company's Registration 
                      Statement on Form S-1 (File No. 333-
                      3368)). 
         
              10.4    Registrant's 1996 Employee Stock 
                      Purchase Plan (incorporated by 
                      reference to Exhibit 10.4 of the 
                      Company's Registration Statement on 
                      Form S-1 (File No. 333-3368)). 
         
         
              23.1    Consent of Price Waterhouse LLP
         
              23.2    Consent of Choate, Hall & Stewart
                      (included in Exhibit 5.1)
         
              24.1    Power of Attorney (included in page 
                      II-6)
         
              
         
         
         
1-287549
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19459}]
{"company-data": {"conformed-name": "INNOVASIVE DEVICES INC", "cik": "0001003608", "assigned-sic": "3842", "irs-number": "043132641", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11815", "film-number": "96628992"}, "business-address": {"street1": "734 FOREST ST", "city": "MARLBOROUGH", "state": "MA", "zip": "01752", "phone": "5084346000"}, "mail-address": {"street1": "734 FOREST STREET", "city": "MARLBOROUGH", "state": "MA", "zip": "01752"}}
As filed with the Securities and Exchange Commission on September 12, 1996.
                                             Registration No. 333-________
         
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    ___________
         
                                     FORM S-8
         
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933
         
                             INNOVASIVE DEVICES, INC.
              (Exact name of registrant as specified in its charter)
         
                                    04-3132641
                        (I.R.S. employer identification no.)
         
                                   Massachusetts
          (State or other jurisdiction of incorporation or organization)
              
                  734 Forest Street, Marlborough, MA  01752-3032
                          (Address of principal executive offices) (Zip Code)
         
                         1992 Minivasive Stock Option Plan
                          1996 Omnibus Stock Option Plan
                   1996 Non-Employee Director Stock Option Plan
                         1996 Employee Stock Purchase Plan
                               (Full title of plans)
         
             Richard D. Randall, President and Chief Executive Officer
                             Innovasive Devices, Inc.
                                 734 Forest Street
                            Marlborough, MA  01752-3032
                      (Name and address of agent for service)
         
                                  (508) 460-8229
                 (Telephone number, including area code, of agent for service)
         
                          CALCULATION OF REGISTRATION FEE
         
      Title of         Amount        Proposed    Proposed        Amount
      securities       to be         maximum     maximum         of
      to be            registered    offering    aggregate       registration
      registered       (1)           price per   offering        fee
                                     share (2)   price (2)       
      _______________  __________    _________   _____________   ____________   

      Common Stock,    1,088,425     $10.125    $11,020,303.13   $3,800.10
      $.0001 par value   shares                                    

(1) Plus such additional number of shares as may be required pursuant to the 
Plan in the event of a stock dividend, split-up of shares, recapitalization or 
other similar change in the Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee, in 
accordance with Rule 457(h)(1), on the basis of the average of the high and 
low prices of the Common Stock as reported on the Nasdaq National Market on 
September 9, 1996.
         
         
         
         
          
                                  EXPLANATORY NOTE
         
              This Registration Statement has been prepared in accordance 
         with the requirements of Form S-8, as amended, and relates to an 
         aggregate of 1,088,425 shares of Common Stock, $.0001 par value, 
         of Innovasive Devices, Inc. (the "Company") which have been 
         reserved for issuance under the Company's 1992 Minivasive Stock 
         Option Plan, as amended (688,425 shares), the Company's 1996 
         Omnibus Stock Option Plan (250,000 shares), the Company's 1996 
         Non-Employee Director Stock Option Plan (100,000 shares) and the 
         Company's 1996 Employee Stock Purchase Plan (50,000 shares).  
         
         

                                      PART II
         
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
         
         
         Item 3.   Incorporation of Documents by Reference
         
              The following documents are hereby incorporated by reference 
         in this Registration Statement:
         
                   (a)  The Company's prospectus dated June 6, 1996 filed 
              with the Securities and Exchange Commission (the 
              "Commission") pursuant to Rule 424(b) under the Securities 
              Act of 1933, as amended;
         
                   (b)  The description of the Company's Common Stock 
              incorporated by reference in the Company's registration 
              statement on Form 8-A (SEC File No. 0-28492) filed with the 
              Commission on May 13, 1996 from the registration statement 
              on Form S-1 (SEC File No. 333-3368) filed with the 
              Commission on June 5, 1996; and
         
                   (c)  The Company's Form 8-K filed with the Commission 
              on July 24, 1996.
         
         In addition, all documents filed by the Company after the initial 
         filing date of this registration statement pursuant to Sections 
         13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 
         1934, as amended (the "Exchange Act"), and prior to the filing of 
         a post-effective amendment which indicates that all shares 
         registered hereunder have been sold or which de-registers all 
         shares 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
              
              The legality of the shares of Common Stock offered hereby 
         has been passed upon for the Company by Choate, Hall & Stewart, 
         53 State Street, Exchange Place, Boston, Massachusetts 02109. 
         Roslyn G. Daum, a partner of the firm, is Clerk of the Company.  
         

         
         
         
         
         
         
         
         Item 6.   Indemnification of Officers and Directors 
         
              Section 67 of Chapter 156B of the Massachusetts General Laws 
         provides that a corporation may indemnify its directors and 
         officers to the extent specified in or authorized by (i) the 
         articles of organization, (ii) a by-law adopted by the 
         stockholders, or (iii) a vote adopted by the holders of a 
         majority of the shares of stock entitled to vote on the election 
         of directors.  In all instances, the extent to which a 
         corporation provides indemnification to its directors and 
         officers under Section 67 is optional.  In its Third Restated 
         Articles of Organization, the Registrant has elected to commit to 
         provide indemnification to its directors and officers in 
         specified circumstances.  Generally, Article 6 of the 
         Registrant's Third Restated Articles of Organization indemnifies 
         directors and officers of the Registrant against liabilities and 
         expenses arising out of legal proceedings brought against them by 
         reason of their status as directors or officers, by reason of 
         their agreeing to serve, at the request of the Registrant, as a 
         director or officer with an other organization or by reason of 
         their serving at the request of the Registrant in any capacity 
         with respect to any employee benefit plan.  Under this provision, 
         a director or officer of the Registrant shall be indemnified by 
         the Registrant for all costs and expenses (including attorneys 
         fees), judgments, liabilities and amounts paid in settlement of 
         such proceedings, even if he is not successful on the merits, if 
         he acted in good faith in the reasonable belief that his action 
         was in the best interests of the Registrant or, in the case of an 
         employee benefit plan, in the best interest of the participants 
         or beneficiaries of such plan.  The Board of Directors may 
         authorize advancing litigation expenses to a director or officer 
         at his request upon receipt of an undertaking by any such 
         director or officer to repay such expenses if it is ultimately 
         determined that he is not entitled to indemnification for such 
         expenses.
         
              Article 6 of the Registrant's Third Restated Articles of 
         Organization eliminates the personal liability of the 
         Registrant's directors to the Registrant or its stockholders for 
         monetary damages for breach of a director's fiduciary duty, 
         except to the extent Chapter 156B of the Massachusetts General 
         Laws prohibits the elimination or limitation of such liability.
         
         Item 7.   Exemption from Registration Claimed.
         
              Not applicable.
         

         
         
         
         
         
         
         Item 8.   Exhibits 
         
              5.1  Opinion of Choate, Hall & Stewart as to 
                   the legality of the shares being 
                   registered.
         
              10.1 Registrant's 1992 Minivasive Stock 
                   Option Plan (incorporated by reference 
                   to Exhibit 10.1 of the Company's 
                   Registration Statement on Form S-1 (File 
                   No. 333-3368).
         
              10.2 Registrant's 1996 Omnibus Stock Option 
                   Plan (incorporated by reference to 
                   Exhibit 10.2 of the Company's 
                   Registration Statement on Form S-1 (File 
                   No. 333-3368).
         
              10.3 Registrant's 1996 Non-Employee Director 
                   Stock Option Plan (incorporated by 
                   reference to Exhibit 10.3 of the 
                   Company's Registration Statement on Form 
                   S-1 (File No. 333-3368)). 
         
              10.4 Registrant's 1996 Employee Stock 
                   Purchase Plan (incorporated by reference 
                   to Exhibit 10.4 of the Company's 
                   Registration Statement on Form S-1 (File 
                   No. 333-3368)). 
         
              23.1 Consent of Price Waterhouse LLP.
         
              23.2 Consent of Choate, Hall & Stewart 
                   (included in Exhibit 5.1). 
         
              24.1 Power of Attorney (included in page
                   II-6).
         
         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 of 1933, as amended (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; and
         
                   (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 Company hereby undertakes that, for purposes of 
         determining any liability under the Securities Act, each filing 
         of the Company's annual report pursuant to Section 13(a) or 
         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.
         
              (h)  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 foregoing 
         provisions, or otherwise, the Company has been advised that in 
         the opinion of the 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 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 Company will, unless in the 
         opinion of 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. 
         

         
         
         
         
         
         
         
         
         
         
         
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     SIGNATURES
         
              Pursuant to the requirements of the Securities Act of 1933, 
         the Company certifies that it has reasonable grounds to believe 
         that it meets all of the requirements for filing a Form S-8 and 
         has duly caused this Registration Statement to be signed on its 
         behalf by the undersigned, thereunto duly authorized, in the Town 
         of Marlborough, Commonwealth of Massachusetts on September 9, 
         1996.
         
         
                                          Innovasive Devices, Inc.
                                          (Issuer and Employer)
         
         
         
                                          By:  James V. Barrile
                                               Vice President and Chief
                                               Financial Officer
                        

         
         

                                 POWER OF ATTORNEY
         
              KNOW ALL MEN BY THESE PRESENTS, that each individual whose 
         signature appears below constitutes and appoints Richard D. 
         Randall, James V. Barrile and Roslyn G. Daum, jointly and 
         severally, his true and lawful attorneys-in-fact and agents with 
         full powers of substitution, for him and in his name, place and 
         stead, in any and all capacities, to sign any and all amendments 
         (including post-effective amendments) to this registration 
         statement, and to file the same, with all exhibits thereto, and 
         all documents in connection therewith, with the Securities and 
         Exchange Commission, granting unto said attorneys-in-fact and 
         agents, and each of them, full power and authority to do and 
         perform each and every act and thing requisite and necessary to 
         be in and about the premises, as fully to all intents and 
         purposes as he might or could do in person, hereby ratifying and 
         confirming all that said attorneys-in-fact and agents, or any of 
         them, or their or his substitute or substitutes, may lawfully do 
         or cause to be done by virtue thereof.
         
              Pursuant to the requirements of the Securities Act of 1933, 
         this registration statement has been signed below on the dates 
         indicated by the following persons in the capacities indicated.
         
         
         Name                         Capacity                      Date
         
         /s/ Richard D. Randall       President, Chief Executive    9/5/96
         Richard D. Randall           Officer and Director
                                      (Principal Executive Officer) 
         
         /s/ James V. Barrile         Chief Financial Officer       9/9/96
         James V. Barrile             (Principal Financial
                                      and Accounting Officer)
         
         /s/ James E. Nicholson       Director                      9/9/96
         James E. Nicholson
         
         /s/ Joseph A. Ciffolillo     Director                      9/9/96
         Joseph A. Ciffolillo
         
         /s/ Thomas C. McConnell      Director                      9/5/96
         Thomas C. McConnell
         
         /s/ Robert R. Momsen         Director                      9/6/96
         Robert R. Momsen
         
         /s/ Howard D. Palefsky       Director                      9/5/96
         Howard D. Palefsky
         
         

         

                                  INDEX TO EXHIBITS 
         
         Exhibit Number                                         Page
         
              5.1     Opinion of Choate, Hall & Stewart 
         
              10.1    Registrant's 1992 Minivasive Stock 
                      Option Plan (incorporated by 
                      reference to Exhibit 10.1 of the 
                      Company's Registration Statement on 
                      Form S-1 (File No. 333-3368)). 
              
              10.2    Registrant's 1996 Omnibus Stock 
                      Option Plan (incorporated by 
                      reference to Exhibit 10.2 of the 
                      Company's Registration Statement on 
                      Form S-1 (File No. 333-3368)). 
              
              10.3    Registrant's 1996 Non-Employee 
                      Director Stock Option Plan 
                      (incorporated by reference to Exhibit 
                      10.3 of the Company's Registration 
                      Statement on Form S-1 (File No. 333-
                      3368)). 
         
              10.4    Registrant's 1996 Employee Stock 
                      Purchase Plan (incorporated by 
                      reference to Exhibit 10.4 of the 
                      Company's Registration Statement on 
                      Form S-1 (File No. 333-3368)). 
         
         
              23.1    Consent of Price Waterhouse LLP
         
              23.2    Consent of Choate, Hall & Stewart
                      (included in Exhibit 5.1)
         
              24.1    Power of Attorney (included in page 
                      II-6)
         
              
         
         
         
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