Registration No. 33-_________


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

                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

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

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

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



                 Aequitron Medical, Inc. 1988 Stock Option Plan
                            (Full Title of the Plan)

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

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


<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE
                                                                                     Proposed
                                                       Proposed Maximum               Maximum
  Title of Securities          Amount to be             Offering Price               Aggregate                Amount of
   to be Registered            Registered(1)             Per Share(2)            Offering Price(2)         Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                       <C>                       <C> 
  Options to Purchase
  Common Stock under
  the 1988 Plan                Indefinite              $ 0.00                    $ 0.00                    $ 0.00

  Common Stock
  issuable upon
  exercise of options
  granted under the
  1988 Plan                    500,000 shares          $ 8.44                    $4,220,000.00             $1,455.18
                                                                                                           ---------

        TOTAL:                                                                                             $1,455.18
</TABLE>

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

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




<PAGE>



         The purpose of this  Registration  Statement is to register  additional
shares for issuance under the Registrant's  1988 Stock Option Plan. The contents
of the  Registrant's  Registration  Statements  on Form S-8,  Registration  Nos.
33-25981 and 33-89950, are incorporated by reference.


                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Minneapolis and State of Minnesota, on the 31st
day of October, 1995.


                                        AEQUITRON MEDICAL, INC.
                                        (the "Registrant")


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


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

                              (Power of Attorney)

     Each of the undersigned  constitutes and appoints James B. Hickey,  Jr. and
William M. Milne his true and lawful  attorney-in-fact  and agent,  each  acting
alone, with full powers of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and all  capacities,  to sign  the  Form  S-8
Registration Statement of Aequitron Medical, Inc. relating to the Company's 1988
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 confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

      Signature                         Title                         Date



 /s/ James B. Hickey, Jr.     President, Chief Executive        October 31, 1995
James B. Hickey, Jr.          Officer and Director
                              (principal executive officer)

 /s/ William M. Milne         Chief Financial Officer           October 31, 1995
William M. Milne              (principal financial and
                              accounting officer)

  /s/ Lawrence A. Lehmkuhl    Director                          October 31, 1995
Lawrence A. Lehmkuhl


 /s/ David B. Morse           Director                          October 31, 1995
David B. Morse


                              Director
Gerald E. Rhodes


 /s/ Ervin F. Kamm, Jr.       Director                          October 31, 1995
Ervin F. Kamm, Jr.




<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                            AEQUITRON MEDICAL, INC.



                        Form S-8 Registration Statement




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



Exhibit
Number         Exhibit Description

 5             Opinion and Consent of counsel re securities under the Plan
23.1           Consent of counsel (included in Exhibit 5)
23.2           Consent of independent auditors
24             Power of attorney (included on signature page of this Form S-8)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1988 SOP", "secsgml_size_bytes": 7591}]
{"company-data": {"conformed-name": "AEQUITRON MEDICAL INC", "cik": "0000736970", "assigned-sic": "3845", "irs-number": "411359703", "state-of-incorporation": "MN", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63839", "film-number": "95586105"}, "business-address": {"street1": "14800 28TH AVE N", "city": "PLYMOUTH", "state": "MN", "zip": "55447", "phone": "6125579200"}, "mail-address": {"street1": "14800 28TH AVENUE NORTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55447"}}
Registration No. 33-_________

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

                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

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

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

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

                 Aequitron Medical, Inc. 1988 Stock Option Plan
                            (Full Title of the Plan)

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

                                   Copies to:
                             Elizabeth M. Reiskytl
                            Fredrikson & Byron, P.A.
                           1100 International Centre
                          Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
                                                                                     Proposed
                                                       Proposed Maximum               Maximum
  Title of Securities          Amount to be             Offering Price               Aggregate                Amount of
   to be Registered            Registered(1)             Per Share(2)            Offering Price(2)         Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Options to Purchase
  Common Stock under
  the 1988 Plan                Indefinite              $ 0.00                    $ 0.00                    $ 0.00

  Common Stock
  issuable upon
  exercise of options
  granted under the
  1988 Plan                    500,000 shares          $ 8.44                    $4,220,000.00             $1,455.18
                                                                                                           ---------

        TOTAL:                                                                                             $1,455.18
(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices  of the  Registrant's  Common  Stock on  October  27,  1995,  as
         reported in the Wall Street Journal.
The purpose of this  Registration  Statement is to register  additional
shares for issuance under the Registrant's  1988 Stock Option Plan. The contents
of the  Registrant's  Registration  Statements  on Form S-8,  Registration  Nos.
33-25981 and 33-89950, are incorporated by reference.

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Minneapolis and State of Minnesota, on the 31st
day of October, 1995.

                                        AEQUITRON MEDICAL, INC.
                                        (the "Registrant")

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

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

                              (Power of Attorney)

     Each of the undersigned  constitutes and appoints James B. Hickey,  Jr. and
William M. Milne his true and lawful  attorney-in-fact  and agent,  each  acting
alone, with full powers of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and all  capacities,  to sign  the  Form  S-8
Registration Statement of Aequitron Medical, Inc. relating to the Company's 1988
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 confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

      Signature                         Title                         Date

 /s/ James B. Hickey, Jr.     President, Chief Executive        October 31, 1995
James B. Hickey, Jr.          Officer and Director
                              (principal executive officer)

 /s/ William M. Milne         Chief Financial Officer           October 31, 1995
William M. Milne              (principal financial and
                              accounting officer)

  /s/ Lawrence A. Lehmkuhl    Director                          October 31, 1995
Lawrence A. Lehmkuhl

 /s/ David B. Morse           Director                          October 31, 1995
David B. Morse

                              Director
Gerald E. Rhodes

 /s/ Ervin F. Kamm, Jr.       Director                          October 31, 1995
Ervin F. Kamm, Jr.
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            AEQUITRON MEDICAL, INC.

                        Form S-8 Registration Statement

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

Exhibit
Number         Exhibit Description

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