<PAGE>
           As filed with the Securities and Exchange Commission on July 31, 1996

                                                     Registration No. 333-______
                                                                                
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                        

                              BIOPSYS MEDICAL, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                              <C>
                           Delaware                                          33-0578012    
         -------------------------------------                         -----------------------
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

</TABLE>
                                    3 Morgan 
                            Irvine, California 92718
                    (Address of principal executive offices)
                                        

                                 1993 STOCK PLAN

                            1996 DIRECTOR OPTION PLAN

                        1996 EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the Plans)
                                        

                                  STEVEN L. GEX
                      President and Chief Executive Officer
                              Biopsys Medical, Inc.
                                    3 Morgan
                            Irvine, California  92718
                                 (714) 460-7800
            (Name, address and telephone number of agent for service)
                                        
                                   COPIES TO:
                          Christopher D. Mitchell, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (415) 493-9300

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

<PAGE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
                                                         Proposed         Proposed 
       Title of                                           Maximum          Maximum  
      Securities                       Amount            Offering         Aggregate        Amount of
        to be                          to be              Price            Offering       Registration 
      Registered                     Registered          Per Share          Price             Fee

<S>                                  <C>                 <C>           <C>                <C>
1993 Stock Plan
Common Stock, $.001 par value(1)     1,901,500            $13.50       $9,274,289.25(2)    $ 3,198.03

1996 Director Option Plan
Common Stock, $.001 par value(1)       150,000            $13.50       $2,055,000.00(3)    $   708.62

1996 Employee Stock Purchase Plan
Common Stock, $.001 par value(1)       150,000            $13.50       $2,025,000.00(4)    $   698.28

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

</TABLE>

(1)  In addition, pursuant to Rule 416(c) 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 plans described herein.

(2)  Computation based in part on the weighted average exercise price per share
     of $2.87 as to 1,543,145 outstanding but unexercised options to purchase
     Common Stock under the 1993 Stock Plan.  Balance of registration fee
     estimated in accordance with Rule 457(c) under the Securities Act of 1933
     as to 358,355 shares of Common Stock, solely for the purpose of calculating
     the registration fee.  The computation is based upon the average of the
     high and low price of the Common Stock as reported on the Nasdaq National
     Market on July 30, 1996 because the price at which the options to be
     granted in the future may be exercised is not currently determinable.

(3)  Computation based in part on the weighted average exercise price per share
     of $15.00 as to 20,000 outstanding but unexercised options to purchase
     Common Stock under the 1996 Director Option Plan.  Balance of registration
     fee estimated in accordance with Rule 457(c) under the Securities Act of
     1933 as to 130,000 shares of Common Stock, solely for the purpose of
     calculating the registration fee.  The computation is based upon the
     average of the high and low price of the Common Stock as reported on the
     Nasdaq National Market on July 30, 1996 because the price at which the
     options to be granted in the future may be exercised is not currently
     determinable.

(4)  Estimated in accordance with Rule 457(c) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee.  The
     computation is based upon the average of the high and low price of the
     Common Stock as reported on the Nasdaq National Market on July 30, 1996
     because the price at which the options to be granted in the future may be
     exercised is not currently determinable.


                                        2
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INFORMATION INCORPORATED BY REFERENCE.

     The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

     (a)  The audited financial statements for the Registrant's fiscal year
ended June 30, 1995 and for the  nine-month fiscal period ended March 31, 1996
contained in the Prospectus filed pursuant to Rule 424(b)(4) under the
Securities Act of 1933 on May 2, 1996.

     (b)  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 March 19, 1996.

     (c)  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 & Rosati, Professional
Corporation and investment partnerships of which such persons are partners
beneficially own 33,333 shares of the Registrant's Common Stock.  J. Casey
McGlynn, Secretary of the Company, and Christopher D. Mitchell, Assistant
Secretary of the Company, are members of Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
     
     The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law. 
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise


                                        3
<PAGE>

discretionary under Delaware law.  Section 145 of the General Corporation Law 
of Delaware provides for the indemnification of officers, directors and other 
corporate agents in terms sufficiently broad to indemnify such persons, under 
certain circumstances, for certain liabilities (including reimbursement of 
expenses incurred) arising under the Securities Act of 1933 (the "Securities 
Act").  In April 1996, the Registrant entered into indemnification agreements 
to such effect with its officers and directors containing provisions which 
are in some respects broader than the specific indemnification provisions 
contained in the General Corporation Law of Delaware. The indemnification 
agreements may require the Company, among other things, to indemnify such 
officers and directors against certain liabilities that may arise by reason 
of their status or service as directors or officers (other than liabilities 
arising from willful misconduct of a culpable nature) and to advance their 
expenses incurred as a result of any proceeding against them as to which they 
could be indemnified.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.   EXHIBITS.


     Exhibit 
     Number                                    Document              
    -------         ----------------------------------------------------------
      5.1           Opinion of Wilson, Sonsini Goodrich & Rosati, P.C., as to
                    the legality of securities being registered

     10.2*          1993 Stock Plan and form of Stock Option Agreement

     10.3           1996 Director Option Plan

     10.4           1996 Employee Stock Purchase Plan and form of Subscription
                    Agreement

     23.1           Consent of Deloitte & Touche LLP, Independent Auditors

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

     24.1           Power of Attorney

     *    Incorporated by reference to exhibits filed with the Company's
          Registration Statement on Form S-1 (file no. 333-2498), in the form
          declared effective on April 30, 1996.

Item 9.   UNDERTAKINGS.

(a)       The undersigned Registrant hereby undertakes:


                                          4
<PAGE>

     (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)       The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be an initial bona fide offering thereof.

(c)       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                        5
<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 Irvine, State of California on July 30, 1996.

                              BIOPSYS MEDICAL,  INC.



                              By:  /s/ STEVEN L. GEX                       
                                   ------------------------------------
                                   Steven L. Gex
                                   President and Chief Executive Officer


                              By:  /s/ STEVEN J. NABER                  
                                   ------------------------------------
                                   Steven J. Naber
                                   Vice President and 
                                   Chief Financial Officer



                                       6

<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Steven L. Gex and Steven J. Naber, 
jointly and severally, his attorneys-in-fact, each with the power of 
substitution, for him 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 substitute or 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 by the following persons in the 
capacities and on the date indicated.

          SIGNATURE                       TITLE                      DATE

/s/ STEVEN L. GEX
- ------------------------------   President, Chief Executive       
     Steven L. Gex               Officer and Director*            July 30, 1996
                                 (Principal Executive Officer)

/s/ STEVEN J. NABER              Vice President and Chief          
- ------------------------------   Financial Officer (Principal     July 30, 1996
     Steven J. Naber             Financial and Accounting
                                 Officer) 


/s/ DAVID W. CHONETTE   
- ------------------------------   Director*                        July 30, 1996
     David W. Chonette



- ------------------------------   Director*                        July 30, 1996
  Thomas J. Fogarty, M.D.


/s/  NANCY S. OLSON     
- ------------------------------   Director*                        July 30, 1996
     Nancy S. Olson


/s/ STEVE PARKER, M.D. 
- ------------------------------   Director*                        July 30, 1996
     Steve Parker, M.D.


*  The employee benefit plans being registered pursuant to this Registration 
Statement are subject to administration by the Board of Directors of the 
Registrant.  Option grants under the 1996 Director Option Plan, however, are 
automatic.


                                         7


<PAGE>



                                INDEX TO EXHIBITS



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

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

10.2*                    1993 Stock Plan and form of                      
                         Stock Option Agreement   

10.3                     1996 Director Option Plan                         

10.4                     1996 Employee Stock Purchase Plan and                 
                         form of Subscription Agreement                        
                            

23.1                     Consent of Deloitte & Touche LLP, Independent Auditors 
                                             

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

24.1                     Power of Attorney                            
                         (see Page II-5)

*    Incorporated by reference to exhibit filed with the Company's Registration
     Statement on Form S-1 (file no. 333-2498), in the form declared effective
     on April 30, 1996.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18919}]
{"company-data": {"conformed-name": "BIOPSYS MEDICAL INC", "cik": "0001010917", "assigned-sic": "3841", "irs-number": "330578012", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09301", "film-number": "96601982"}, "business-address": {"street1": "3 MORGAN", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "7144607800"}}
As filed with the Securities and Exchange Commission on July 31, 1996

                                                     Registration No. 333-______
                                                                                
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                        

                              BIOPSYS MEDICAL, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                          33-0578012    
         -------------------------------------                         -----------------------
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
3 Morgan 
                            Irvine, California 92718
                    (Address of principal executive offices)
                                        

                                 1993 STOCK PLAN

                            1996 DIRECTOR OPTION PLAN

                        1996 EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the Plans)
                                        

                                  STEVEN L. GEX
                      President and Chief Executive Officer
                              Biopsys Medical, Inc.
                                    3 Morgan
                            Irvine, California  92718
                                 (714) 460-7800
            (Name, address and telephone number of agent for service)
                                        
                                   COPIES TO:
                          Christopher D. Mitchell, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (415) 493-9300

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
                                                         Proposed         Proposed 
       Title of                                           Maximum          Maximum  
      Securities                       Amount            Offering         Aggregate        Amount of
        to be                          to be              Price            Offering       Registration 
      Registered                     Registered          Per Share          Price             Fee
1993 Stock Plan
Common Stock, $.001 par value(1)     1,901,500            $13.50       $9,274,289.25(2)    $ 3,198.03

1996 Director Option Plan
Common Stock, $.001 par value(1)       150,000            $13.50       $2,055,000.00(3)    $   708.62

1996 Employee Stock Purchase Plan
Common Stock, $.001 par value(1)       150,000            $13.50       $2,025,000.00(4)    $   698.28

- -----------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) 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 plans described herein.

(2)  Computation based in part on the weighted average exercise price per share
     of $2.87 as to 1,543,145 outstanding but unexercised options to purchase
     Common Stock under the 1993 Stock Plan.  Balance of registration fee
     estimated in accordance with Rule 457(c) under the Securities Act of 1933
     as to 358,355 shares of Common Stock, solely for the purpose of calculating
     the registration fee.  The computation is based upon the average of the
     high and low price of the Common Stock as reported on the Nasdaq National
     Market on July 30, 1996 because the price at which the options to be
     granted in the future may be exercised is not currently determinable.

(3)  Computation based in part on the weighted average exercise price per share
     of $15.00 as to 20,000 outstanding but unexercised options to purchase
     Common Stock under the 1996 Director Option Plan.  Balance of registration
     fee estimated in accordance with Rule 457(c) under the Securities Act of
     1933 as to 130,000 shares of Common Stock, solely for the purpose of
     calculating the registration fee.  The computation is based upon the
     average of the high and low price of the Common Stock as reported on the
     Nasdaq National Market on July 30, 1996 because the price at which the
     options to be granted in the future may be exercised is not currently
     determinable.

(4)  Estimated in accordance with Rule 457(c) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee.  The
     computation is based upon the average of the high and low price of the
     Common Stock as reported on the Nasdaq National Market on July 30, 1996
     because the price at which the options to be granted in the future may be
     exercised is not currently determinable.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INFORMATION INCORPORATED BY REFERENCE.

     The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

     (a)  The audited financial statements for the Registrant's fiscal year
ended June 30, 1995 and for the  nine-month fiscal period ended March 31, 1996
contained in the Prospectus filed pursuant to Rule 424(b)(4) under the
Securities Act of 1933 on May 2, 1996.

     (b)  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 March 19, 1996.

     (c)  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 & Rosati, Professional
Corporation and investment partnerships of which such persons are partners
beneficially own 33,333 shares of the Registrant's Common Stock.  J. Casey
McGlynn, Secretary of the Company, and Christopher D. Mitchell, Assistant
Secretary of the Company, are members of Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
     
     The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law. 
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise

                                        3
discretionary under Delaware law.  Section 145 of the General Corporation Law 
of Delaware provides for the indemnification of officers, directors and other 
corporate agents in terms sufficiently broad to indemnify such persons, under 
certain circumstances, for certain liabilities (including reimbursement of 
expenses incurred) arising under the Securities Act of 1933 (the "Securities 
Act").  In April 1996, the Registrant entered into indemnification agreements 
to such effect with its officers and directors containing provisions which 
are in some respects broader than the specific indemnification provisions 
contained in the General Corporation Law of Delaware. The indemnification 
agreements may require the Company, among other things, to indemnify such 
officers and directors against certain liabilities that may arise by reason 
of their status or service as directors or officers (other than liabilities 
arising from willful misconduct of a culpable nature) and to advance their 
expenses incurred as a result of any proceeding against them as to which they 
could be indemnified.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.   EXHIBITS.

     Exhibit 
     Number                                    Document              
    -------         ----------------------------------------------------------
      5.1           Opinion of Wilson, Sonsini Goodrich & Rosati, P.C., as to
                    the legality of securities being registered

     10.2*          1993 Stock Plan and form of Stock Option Agreement

     10.3           1996 Director Option Plan

     10.4           1996 Employee Stock Purchase Plan and form of Subscription
                    Agreement

     23.1           Consent of Deloitte & Touche LLP, Independent Auditors

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

     24.1           Power of Attorney

     *    Incorporated by reference to exhibits filed with the Company's
          Registration Statement on Form S-1 (file no. 333-2498), in the form
          declared effective on April 30, 1996.

Item 9.   UNDERTAKINGS.

(a)       The undersigned Registrant hereby undertakes:

                                          4
(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)       The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be an initial bona fide offering thereof.

(c)       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                        5
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 Irvine, State of California on July 30, 1996.

                              BIOPSYS MEDICAL,  INC.

                              By:  /s/ STEVEN L. GEX                       
                                   ------------------------------------
                                   Steven L. Gex
                                   President and Chief Executive Officer

                              By:  /s/ STEVEN J. NABER                  
                                   ------------------------------------
                                   Steven J. Naber
                                   Vice President and 
                                   Chief Financial Officer

                                       6
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Steven L. Gex and Steven J. Naber, 
jointly and severally, his attorneys-in-fact, each with the power of 
substitution, for him 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 substitute or 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 by the following persons in the 
capacities and on the date indicated.

          SIGNATURE                       TITLE                      DATE

/s/ STEVEN L. GEX
- ------------------------------   President, Chief Executive       
     Steven L. Gex               Officer and Director*            July 30, 1996
                                 (Principal Executive Officer)

/s/ STEVEN J. NABER              Vice President and Chief          
- ------------------------------   Financial Officer (Principal     July 30, 1996
     Steven J. Naber             Financial and Accounting
                                 Officer) 

/s/ DAVID W. CHONETTE   
- ------------------------------   Director*                        July 30, 1996
     David W. Chonette

- ------------------------------   Director*                        July 30, 1996
  Thomas J. Fogarty, M.D.

/s/  NANCY S. OLSON     
- ------------------------------   Director*                        July 30, 1996
     Nancy S. Olson

/s/ STEVE PARKER, M.D. 
- ------------------------------   Director*                        July 30, 1996
     Steve Parker, M.D.

*  The employee benefit plans being registered pursuant to this Registration 
Statement are subject to administration by the Board of Directors of the 
Registrant.  Option grants under the 1996 Director Option Plan, however, are 
automatic.

                                         7
INDEX TO EXHIBITS

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

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

10.2*                    1993 Stock Plan and form of                      
                         Stock Option Agreement   

10.3                     1996 Director Option Plan                         

10.4                     1996 Employee Stock Purchase Plan and                 
                         form of Subscription Agreement                        
                            

23.1                     Consent of Deloitte & Touche LLP, Independent Auditors 
                                             

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

24.1                     Power of Attorney                            
                         (see Page II-5)

*    Incorporated by reference to exhibit filed with the Company's Registration
     Statement on Form S-1 (file no. 333-2498), in the form declared effective
     on April 30, 1996.