<PAGE>

      As filed with the Securities and Exchange Commission on May 29, 1997

                                                     Registration No. 333-______

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                   ------------------------------------------

                           ENDOCARDIAL SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                         41-1724963
     (State or other jurisdiction                            (I.R.S. Employer
   of incorporation or organization)                        Identification No.)

      1350 Energy Lane, Suite 110
          St. Paul, Minnesota                                       55108
(Address of principal executive offices)                         (Zip Code)


                   ENDOCARDIAL SOLUTIONS, INC. 1993 LONG-TERM
                         INCENTIVE AND STOCK OPTION PLAN
                            (Full title of the plan)

                          DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                                James W. Bullock
                                  President and
                             Chief Executive Officer
                           ENDOCARDIAL SOLUTIONS, INC.
                           1350 Energy Lane, Suite 110
                            St. Paul, Minnesota 55108

                     (Name and address of agent for service)

                                 (612) 644-7890
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                         Proposed     Proposed
 Title of                                maximum       maximum
securities               Amount to       offering     aggregate   Amount of
   to be                     be          price per     offering  registration
registered               Registered       share(1)     price(1)       fee
--------------------------------------------------------------------------------
Common Stock
($.01 par value)      1,700,000 shares      $9.00     $8,431,570     $2,556
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h)(1) and (c).  The proposed maximum offering
     price has been calculated as follows:  options to purchase 890,847 shares
     have been issued with a weighted average stock exercise price of $1.29; and
     the stock exercise price of options with respect to 106,900 shares that are
     being registered herein but remain unissued is based upon the average of
     the high and low prices of the Common Stock as reported on the Nasdaq
     consolidated reporting system on May 29, 1997.

<PAGE>

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, which have been filed by Endocardial
Solutions, Inc. (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:

          (a) The Company's prospectus filed pursuant to Rule 424(b) of the
          Securities Act of 1933, as amended (the "Securities Act of 1933") on
          March 20, 1997.

          (b) Not applicable.

          (c) The description of the Company's capital stock contained in the
          registration statement on Form 8-A filed by the Company on March 13,
          1997 under the Securities Exchange Act of 1934, as amended (the
          "Exchange Act").

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES.

          Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

          Article 7 of the Company's Amended Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
the Delaware statutory provision making directors liable for unlawful dividends
or unlawful stock repurchases or redemptions or (d) for any transaction from
which the director derived an improper personal benefit.

          Provisions regarding indemnification of officers and directors of the
Company to the extent permitted by Section 145 of the Delaware General
Corporation Law are contained in the Company's Amended Bylaws.


                                      II-2

<PAGE>

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

          No securities are to be reoffered or resold pursuant to this
Registration Statement.

Item 8. EXHIBITS.

          4.1  Amended and Restated Certificate of Incorporation (incorporated
               by reference to Exhibit 3.2 to the Company's Registration
               Statement on Form S-1, Registration No. 333-20677).

          4.2  Amended Bylaws (incorporated by reference to Exhibit 3.3 to the
               Company's Registration Statement on Form S-1, Registration No.
               333-20677).

          5.1  Opinion and Consent of Dorsey & Whitney LLP

          23.1 Consent of Ernst & Young LLP

          23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

          24.1 Power of Attorney

Item 9. UNDERTAKINGS.

A.   The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities would not exceed that which was registered) and any
                deviation from the low or high end of the estimated maximum
                offering range may be reflected in the form of prospectus filed
                with the Securities and Exchange Commission pursuant to Rule
                424(b) if, in the aggregate, the changes in volume and price
                represent no more than a 20% change in the maximum aggregate
                offering price set forth in the "Calculation of Registration
                Fee" table in the effective Registration Statement;

          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of


                                      II-3

<PAGE>

1934 that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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.

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
of 1933 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 other
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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                      II-4

<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 St. Paul, State of Minnesota, on the 29th day of May,
1997


                                        Endocardial Solutions, Inc.

                                        By    /s/ James W. Bullock
                                          --------------------------------------
                                        James W. Bullock
                                        President and  Chief Executive Officer


          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 29th day of May, 1997.


     Signature                                              Title
     ---------                                              -----

    /s/ James W. Bullock                          President, Chief Executive
--------------------------------                  Officer and Director
James W. Bullock                                  (principal executive officer)

  /s/ Dennis J. McFadden                          Chief Financial Officer and
--------------------------------                  Vice President, Finance
Dennis J. McFadden                                (principal financial and
                                                  accounting officer)

                *                                 Director
--------------------------------
Graydon E. Beatty


                *                                 Director
--------------------------------
Ronald H. Kase


                *                                 Director
--------------------------------
Peter H. McNerney


                *                                 Director
--------------------------------
James E. Daverman


                *                                 Director
--------------------------------
Robert G. Hauser, M.D.


                *                                 Director
--------------------------------
Steven R. LaPorte


*By     /s/ James W. Bullock
   -----------------------------
       James W. Bullock
       Attorney-in-Fact

<PAGE>

                                  EXHIBIT INDEX





Exhibit                                                               Page
-------                                                               ----

4.1  Amended and Restated Certificate of Incorporation          Previously Filed

4.2  Amended Bylaws                                             Previously Filed

5.1  Opinion and Consent of Dorsey & Whitney LLP

23.1 Consent of Ernst & Young LLP

23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

24.1 Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 14448}]
{"company-data": {"conformed-name": "ENDOCARDIAL SOLUTIONS INC", "cik": "0000940659", "assigned-sic": "3841", "irs-number": "411724963", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27979", "film-number": "97615846"}, "business-address": {"street1": "1350 ENERGY LANE", "street2": "SUITE 110", "city": "ST PAUL", "state": "MN", "zip": "55108", "phone": "6126447890"}}
As filed with the Securities and Exchange Commission on May 29, 1997

                                                     Registration No. 333-______

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                   ------------------------------------------

                           ENDOCARDIAL SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                         41-1724963
     (State or other jurisdiction                            (I.R.S. Employer
   of incorporation or organization)                        Identification No.)

      1350 Energy Lane, Suite 110
          St. Paul, Minnesota                                       55108
(Address of principal executive offices)                         (Zip Code)

                   ENDOCARDIAL SOLUTIONS, INC. 1993 LONG-TERM
                         INCENTIVE AND STOCK OPTION PLAN
                            (Full title of the plan)

                          DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                                James W. Bullock
                                  President and
                             Chief Executive Officer
                           ENDOCARDIAL SOLUTIONS, INC.
                           1350 Energy Lane, Suite 110
                            St. Paul, Minnesota 55108

                     (Name and address of agent for service)

                                 (612) 644-7890
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                         Proposed     Proposed
 Title of                                maximum       maximum
securities               Amount to       offering     aggregate   Amount of
   to be                     be          price per     offering  registration
registered               Registered       share(1)     price(1)       fee
--------------------------------------------------------------------------------
Common Stock
($.01 par value)      1,700,000 shares      $9.00     $8,431,570     $2,556
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h)(1) and (c).  The proposed maximum offering
     price has been calculated as follows:  options to purchase 890,847 shares
     have been issued with a weighted average stock exercise price of $1.29; and
     the stock exercise price of options with respect to 106,900 shares that are
     being registered herein but remain unissued is based upon the average of
     the high and low prices of the Common Stock as reported on the Nasdaq
     consolidated reporting system on May 29, 1997.
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, which have been filed by Endocardial
Solutions, Inc. (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:

          (a) The Company's prospectus filed pursuant to Rule 424(b) of the
          Securities Act of 1933, as amended (the "Securities Act of 1933") on
          March 20, 1997.

          (b) Not applicable.

          (c) The description of the Company's capital stock contained in the
          registration statement on Form 8-A filed by the Company on March 13,
          1997 under the Securities Exchange Act of 1934, as amended (the
          "Exchange Act").

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES.

          Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

          Article 7 of the Company's Amended Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
the Delaware statutory provision making directors liable for unlawful dividends
or unlawful stock repurchases or redemptions or (d) for any transaction from
which the director derived an improper personal benefit.

          Provisions regarding indemnification of officers and directors of the
Company to the extent permitted by Section 145 of the Delaware General
Corporation Law are contained in the Company's Amended Bylaws.

                                      II-2
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

          No securities are to be reoffered or resold pursuant to this
Registration Statement.

Item 8. EXHIBITS.

          4.1  Amended and Restated Certificate of Incorporation (incorporated
               by reference to Exhibit 3.2 to the Company's Registration
               Statement on Form S-1, Registration No. 333-20677).

          4.2  Amended Bylaws (incorporated by reference to Exhibit 3.3 to the
               Company's Registration Statement on Form S-1, Registration No.
               333-20677).

          5.1  Opinion and Consent of Dorsey & Whitney LLP

          23.1 Consent of Ernst & Young LLP

          23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

          24.1 Power of Attorney

Item 9. UNDERTAKINGS.

A.   The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities would not exceed that which was registered) and any
                deviation from the low or high end of the estimated maximum
                offering range may be reflected in the form of prospectus filed
                with the Securities and Exchange Commission pursuant to Rule
                424(b) if, in the aggregate, the changes in volume and price
                represent no more than a 20% change in the maximum aggregate
                offering price set forth in the "Calculation of Registration
                Fee" table in the effective Registration Statement;

          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of

                                      II-3
1934 that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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.

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
of 1933 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 other
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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-4
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 St. Paul, State of Minnesota, on the 29th day of May,
1997

                                        Endocardial Solutions, Inc.

                                        By    /s/ James W. Bullock
                                          --------------------------------------
                                        James W. Bullock
                                        President and  Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 29th day of May, 1997.

     Signature                                              Title
     ---------                                              -----

    /s/ James W. Bullock                          President, Chief Executive
--------------------------------                  Officer and Director
James W. Bullock                                  (principal executive officer)

  /s/ Dennis J. McFadden                          Chief Financial Officer and
--------------------------------                  Vice President, Finance
Dennis J. McFadden                                (principal financial and
                                                  accounting officer)

                *                                 Director
--------------------------------
Graydon E. Beatty

                *                                 Director
--------------------------------
Ronald H. Kase

                *                                 Director
--------------------------------
Peter H. McNerney

                *                                 Director
--------------------------------
James E. Daverman

                *                                 Director
--------------------------------
Robert G. Hauser, M.D.

                *                                 Director
--------------------------------
Steven R. LaPorte

*By     /s/ James W. Bullock
   -----------------------------
       James W. Bullock
       Attorney-in-Fact
EXHIBIT INDEX

Exhibit                                                               Page
-------                                                               ----

4.1  Amended and Restated Certificate of Incorporation          Previously Filed

4.2  Amended Bylaws                                             Previously Filed

5.1  Opinion and Consent of Dorsey & Whitney LLP

23.1 Consent of Ernst & Young LLP

23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

24.1 Power of Attorney