<PAGE>


- -------------------------------------------------------------------------------
*Total Number of Pages:               As filed with the Securities and Exchange
                                      Commission on September 17, 1996
Index to Exhibits at Page:            Registration No. 333-


                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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



                                   FORM S-8


                            REGISTRATION STATEMENT
                                    UNDER
                           THE SECURITIES ACT OF 1933

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



                         CARDIOTHORACIC SYSTEMS, INC.

            (Exact name of Registrant as specified in its charter)

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


        Delaware                                        94-3228757
(State of incorporation)                   (I.R.S. Employer Identification No.)


                          10600 North Tantau Avenue
                         Cupertino, California  95014
  (Address, including zip code, of Registrant's principal executive offices)

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


                             INCENTIVE STOCK PLAN
                         EMPLOYEE STOCK PURCHASE PLAN
                             DIRECTOR OPTION PLAN
                        NONSTATUTORY STOCK OPTION PLAN
                          (Full titles of the plans)

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


                         CardioThoracic Systems, Inc.
                          10600 North Tantau Avenue
                         Cupertino, California  95014
                               (408) 342-1700
(Name, address, and telephone number, including area code, of agent for service)

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


                                  Copies to:
                          Christopher J. Ozburn, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                              650 Page Mill Road
                           Palo Alto, CA 94304-1050
                                (415) 493-9300


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


<PAGE>


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


       TITLE OF                                         PROPOSED           PROPOSED
      SECURITIES                    AMOUNT              MAXIMUM            MAXIMUM         AMOUNT OF
       TO BE                        TO BE            OFFERING PRICE       AGGREGATE       REGISTRATION
   REGISTERED (1)                REGISTERED            PER SHARE       OFFERING PRICE          FEE
- ------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>               <C>                <C>

Incentive Stock Plan
Common Stock, $.001 par value   1,006,500 shares (2)    $  0.51 (3)      $  513,315(4)      $  178
Common Stock, $.001 par value     503,500 shares (5)      18.00 (6)      $9,063,000(7)      $3,126

Director Option Plan
Common Stock, $.001 par value      12,000 shares (2)    $ 13.75 (8)      $  165,000(4)      $   57
Common Stock, $.001 par value     188,000 shares (5)      18.00 (6)      $3,384,000(7)      $1,167

Employee Stock Purchase Plan
Common Stock, $.001 par value     150,000 shares (9)    $ 15.30 (10)     $2,295,000(4)      $  792

Nonstatutory Stock Option Plan    995,000 shares (2)    $  2.32 (3)      $2,308,400(4)      $  796

TOTAL                                                                                       $6,116
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>


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

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

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

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

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

(6)  Estimated in accordance with Rule 457(h) under the Act solely for the 
     purpose of calculating the total registration fee. The calculation is 
     based upon the closing price of the Common Stock as reported on the 
     Nasdaq National Market on September 12, 1996 because the price at which 
     the options to be granted in the future may be exercised is not currently 
     determinable. 



                                      2

<PAGE>


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

(8)  Calculated in accordance with Rule 457(h) under the Act solely for the 
     purpose of calculating the total registration fee. The calculation is 
     based upon the closing price of the Common Stock as reported on the 
     Nasdaq National Market on August 12, 1996. 

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

(10) Estimated in accordance with Rule 457(h) under the Act solely for the 
     purpose of calculating the total registration fee. Calculation based 
     upon 85% (see explanation in following sentence) of the closing price of 
     the Common Stock as reported on the Nasdaq National Market on September 
     12, 1996 because the price at which the options to be granted in the 
     future may be exercised is not currently determinable. The purchase 
     price of a share of Common Stock pursuant to the Employee Stock Purchase 
     Plan, which plan is incorporated by reference herein, is equal to 85% of 
     the Fair Market Value of a share of Common Stock on either the first day 
     or the last day of the relevant offering period, whichever is lower.



                                      3

<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 December 1995 contained in the Prospectus filed pursuant to 
        Rule 424(b)(4) under the Securities Act of 1933, as amended (the 
        "Securities Act"), on April 18, 1996.

(b)     The Registrant's Quarterly Report on Form 10-Q for the quarter ended 
        March 31, 1996, filed pursuant to Section 13 of the Securities 
        Exchange Act of 1934, as amended (the "Exchange Act"), on May 2, 1996.

(c)     The Registrant's Quarterly Report on Form 10-Q for the quarter ended 
        June 30, 1996, filed pursuant to Section 13 of the Exchange Act, on 
        August 8, 1996. 

(d)     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 1, 1996. 

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

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Certain members of Wilson Sonsini Goodrich and Rosati, Professional 
Corporation, and investment partnerships of which such persons are partners 
beneficially own 27,000 shares of the Registrant's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        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"). 

        The Registrant's Bylaws provide that the Registrant shall indemnify 
its directors and executive officers and may indemnify its other officers and 
employees and other agents to the fullest extent permitted by law, including 
circumstances in which indemnification is otherwise discretionary under 
Delaware law.

        The Registrant has adopted provisions in its Certificate of 
Incorporation that limits 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.  Such 
limitation of liability does not affect the availability of equitable 
remedies such as injunctive relief or rescission.

        The Registrant entered into indemnification agreements with its 
executive officers and directors containing provisions which are in some 
respects broader that the specific indemnification provisions contained in 
the General Corporation Law of Delaware.  The indemnification agreements may 
require the Company, among other things, to indemnify



                                    II-1

<PAGE>


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).  These 
agreements also indemnify the directors and executive officers for certain 
expenses (including attorney's fees), judgments, fines and settlement amounts 
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, Professional 
              Corporation, as to the legality of securities being registered.

*10.2         Incentive Stock Plan and forms of Agreements thereunder.

*10.3         Director Option Plan and form of Director Stock Option 
              Agreement thereunder. 

*10.4         Employee Stock Purchase Plan and forms of agreements thereunder.

*10.5         Nonstatutory Stock Option Plan and form of Nonstatutory Stock 
              Option Agreement thereunder. 

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

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

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

__________________

* Incorporated by reference to exhibits filed with the Company's Registration 
  Statement on Form S-1 (file no. 333-1840), in the form declared effective 
  on April 17, 1996.

ITEM 9. UNDERTAKINGS.

(a)     The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being 
            made, 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. 



                                    II-2


<PAGE>


        (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 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. 




                                    II-3


<PAGE>


                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Cupertino, State of California, on 
September 17, 1996.

                                    CardioThoracic Systems, Inc.


                                   By:   /s/ Richard M. Ferrari
                                      ---------------------------------
                                      Richard M. Ferrari
                                      President and Chief Executive Officer


                              POWER OF ATTORNEY
        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes  and appoints Richard M. Ferrari and Steve M. Van 
Dick, jointly and severally, as his attorney-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 the 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.

<TABLE>
<CAPTION>

SIGNATURE                     TITLE                                          DATE
- ---------                     -----                                          ----
<S>                           <C>                                            <C>

/s/ Richard M. Ferrari
- --------------------------   President, Chief Executive Officer and         September 17, 1996
Richard M. Ferrari           Director* (Principal Executive Officer)*


/s/ Steve M. Van Dick
- --------------------------   Vice President of Finance and                  September 17, 1996
Steve M. Van Dick            Administration and Chief Financial
                             Officer (Principal Financial and
                             Accounting Officer)

/s/ Charles S. Taylor
- --------------------------   Vice President, Chief Technical Officer        September 17, 1996
Charles S. Taylor            and Director*


/s/ Robert C. Bellas, Jr.
- --------------------------   Director*                                      September 17, 1996
Robert C. Bellas, Jr.


/s/ Thomas J. Fogarty, M.D.
- --------------------------   Director*                                      September 17, 1996
Thomas J. Fogarty, M.D.


/s/ Jack W. Lasersohn
- --------------------------   Director*                                      September 17, 1996
Jack W. Lasersohn


/s/ Thomas C. McConnell
- --------------------------   Director*                                      September 17, 1996
Thomas C. McConnell


/s/ Philip M. Young
- --------------------------   Director*                                      September 17, 1996
Philip M. Young


/s/ Joseph A. Ciffolillo
- --------------------------   Director*                                      September 17, 1996
Joseph A. Ciffolillo

</TABLE>

* 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 Director Option Plan, however, are 
automatic. 




                                    II-4

<PAGE>


                              INDEX TO EXHIBITS


EXHIBIT                           DESCRIPTION
- ------------------------------------------------------------------------------

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


*10.2                       Incentive Stock Plan and forms of Agreements 
                            thereunder 


*10.3                       Director Option Plan and form of Director Stock 
                            Option Agreement thereunder


*10.4                       Employee Stock Purchase Plan and forms of 
                            agreements under


*10.5                       Nonstatutory Stock Option Plan and form of 
                            Nonstatutory Stock Option Agreement thereunder 


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


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


 24.1                       Power of Attorney (see Page II-4)

_______________

* Incorporated by reference to exhibits filed with the Company's Registration 
Statement on Form S-1 (file no. 333-1840), in the form declared effective on 
April 17, 1996.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20927}]
{"company-data": {"conformed-name": "CARDIOTHORACIC SYSTEMS INC", "cik": "0001009677", "assigned-sic": "3845", "irs-number": "943228757", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12173", "film-number": "96631333"}, "business-address": {"street1": "10600 NORTH TANTAU AVENUE", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4083421700"}, "mail-address": {"street2": "10600 NORTH TANTAU AVE", "city": "CUPERTINO", "state": "CA", "zip": "95014"}}
- -------------------------------------------------------------------------------
*Total Number of Pages:               As filed with the Securities and Exchange
                                      Commission on September 17, 1996
Index to Exhibits at Page:            Registration No. 333-

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                           THE SECURITIES ACT OF 1933

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

                         CARDIOTHORACIC SYSTEMS, INC.

            (Exact name of Registrant as specified in its charter)

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

        Delaware                                        94-3228757
(State of incorporation)                   (I.R.S. Employer Identification No.)

                          10600 North Tantau Avenue
                         Cupertino, California  95014
  (Address, including zip code, of Registrant's principal executive offices)

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

                             INCENTIVE STOCK PLAN
                         EMPLOYEE STOCK PURCHASE PLAN
                             DIRECTOR OPTION PLAN
                        NONSTATUTORY STOCK OPTION PLAN
                          (Full titles of the plans)

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

                         CardioThoracic Systems, Inc.
                          10600 North Tantau Avenue
                         Cupertino, California  95014
                               (408) 342-1700
(Name, address, and telephone number, including area code, of agent for service)

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

                                  Copies to:
                          Christopher J. Ozburn, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                              650 Page Mill Road
                           Palo Alto, CA 94304-1050
                                (415) 493-9300

- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
TITLE OF                                         PROPOSED           PROPOSED
      SECURITIES                    AMOUNT              MAXIMUM            MAXIMUM         AMOUNT OF
       TO BE                        TO BE            OFFERING PRICE       AGGREGATE       REGISTRATION
   REGISTERED (1)                REGISTERED            PER SHARE       OFFERING PRICE          FEE
- ------------------------------------------------------------------------------------------------------
Incentive Stock Plan
Common Stock, $.001 par value   1,006,500 shares (2)    $  0.51 (3)      $  513,315(4)      $  178
Common Stock, $.001 par value     503,500 shares (5)      18.00 (6)      $9,063,000(7)      $3,126

Director Option Plan
Common Stock, $.001 par value      12,000 shares (2)    $ 13.75 (8)      $  165,000(4)      $   57
Common Stock, $.001 par value     188,000 shares (5)      18.00 (6)      $3,384,000(7)      $1,167

Employee Stock Purchase Plan
Common Stock, $.001 par value     150,000 shares (9)    $ 15.30 (10)     $2,295,000(4)      $  792

Nonstatutory Stock Option Plan    995,000 shares (2)    $  2.32 (3)      $2,308,400(4)      $  796

TOTAL                                                                                       $6,116
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the 
     "Act"), this Registration Statement also covers an indeterminate amount of 
     interests to be offered or sold pursuant to the employee benefit plans 
     described herein. 

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

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

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

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

(6)  Estimated in accordance with Rule 457(h) under the Act solely for the 
     purpose of calculating the total registration fee. The calculation is 
     based upon the closing price of the Common Stock as reported on the 
     Nasdaq National Market on September 12, 1996 because the price at which 
     the options to be granted in the future may be exercised is not currently 
     determinable. 

                                      2
(7)  Calculated in accordance with Rule 457(h) under the Act based on the 
     aggregate exercise price for options available for grant.

(8)  Calculated in accordance with Rule 457(h) under the Act solely for the 
     purpose of calculating the total registration fee. The calculation is 
     based upon the closing price of the Common Stock as reported on the 
     Nasdaq National Market on August 12, 1996. 

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

(10) Estimated in accordance with Rule 457(h) under the Act solely for the 
     purpose of calculating the total registration fee. Calculation based 
     upon 85% (see explanation in following sentence) of the closing price of 
     the Common Stock as reported on the Nasdaq National Market on September 
     12, 1996 because the price at which the options to be granted in the 
     future may be exercised is not currently determinable. The purchase 
     price of a share of Common Stock pursuant to the Employee Stock Purchase 
     Plan, which plan is incorporated by reference herein, is equal to 85% of 
     the Fair Market Value of a share of Common Stock on either the first day 
     or the last day of the relevant offering period, whichever is lower.

                                      3
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 December 1995 contained in the Prospectus filed pursuant to 
        Rule 424(b)(4) under the Securities Act of 1933, as amended (the 
        "Securities Act"), on April 18, 1996.

(b)     The Registrant's Quarterly Report on Form 10-Q for the quarter ended 
        March 31, 1996, filed pursuant to Section 13 of the Securities 
        Exchange Act of 1934, as amended (the "Exchange Act"), on May 2, 1996.

(c)     The Registrant's Quarterly Report on Form 10-Q for the quarter ended 
        June 30, 1996, filed pursuant to Section 13 of the Exchange Act, on 
        August 8, 1996. 

(d)     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 1, 1996. 

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

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Certain members of Wilson Sonsini Goodrich and Rosati, Professional 
Corporation, and investment partnerships of which such persons are partners 
beneficially own 27,000 shares of the Registrant's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        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"). 

        The Registrant's Bylaws provide that the Registrant shall indemnify 
its directors and executive officers and may indemnify its other officers and 
employees and other agents to the fullest extent permitted by law, including 
circumstances in which indemnification is otherwise discretionary under 
Delaware law.

        The Registrant has adopted provisions in its Certificate of 
Incorporation that limits 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.  Such 
limitation of liability does not affect the availability of equitable 
remedies such as injunctive relief or rescission.

        The Registrant entered into indemnification agreements with its 
executive officers and directors containing provisions which are in some 
respects broader that the specific indemnification provisions contained in 
the General Corporation Law of Delaware.  The indemnification agreements may 
require the Company, among other things, to indemnify

                                    II-1
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).  These 
agreements also indemnify the directors and executive officers for certain 
expenses (including attorney's fees), judgments, fines and settlement amounts 
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, Professional 
              Corporation, as to the legality of securities being registered.

*10.2         Incentive Stock Plan and forms of Agreements thereunder.

*10.3         Director Option Plan and form of Director Stock Option 
              Agreement thereunder. 

*10.4         Employee Stock Purchase Plan and forms of agreements thereunder.

*10.5         Nonstatutory Stock Option Plan and form of Nonstatutory Stock 
              Option Agreement thereunder. 

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

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

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

__________________

* Incorporated by reference to exhibits filed with the Company's Registration 
  Statement on Form S-1 (file no. 333-1840), in the form declared effective 
  on April 17, 1996.

ITEM 9. UNDERTAKINGS.

(a)     The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being 
            made, 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. 

                                    II-2
(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 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. 

                                    II-3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Cupertino, State of California, on 
September 17, 1996.

                                    CardioThoracic Systems, Inc.

                                   By:   /s/ Richard M. Ferrari
                                      ---------------------------------
                                      Richard M. Ferrari
                                      President and Chief Executive Officer

                              POWER OF ATTORNEY
        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes  and appoints Richard M. Ferrari and Steve M. Van 
Dick, jointly and severally, as his attorney-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 the 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/ Richard M. Ferrari
- --------------------------   President, Chief Executive Officer and         September 17, 1996
Richard M. Ferrari           Director* (Principal Executive Officer)*

/s/ Steve M. Van Dick
- --------------------------   Vice President of Finance and                  September 17, 1996
Steve M. Van Dick            Administration and Chief Financial
                             Officer (Principal Financial and
                             Accounting Officer)

/s/ Charles S. Taylor
- --------------------------   Vice President, Chief Technical Officer        September 17, 1996
Charles S. Taylor            and Director*

/s/ Robert C. Bellas, Jr.
- --------------------------   Director*                                      September 17, 1996
Robert C. Bellas, Jr.

/s/ Thomas J. Fogarty, M.D.
- --------------------------   Director*                                      September 17, 1996
Thomas J. Fogarty, M.D.

/s/ Jack W. Lasersohn
- --------------------------   Director*                                      September 17, 1996
Jack W. Lasersohn

/s/ Thomas C. McConnell
- --------------------------   Director*                                      September 17, 1996
Thomas C. McConnell

/s/ Philip M. Young
- --------------------------   Director*                                      September 17, 1996
Philip M. Young

/s/ Joseph A. Ciffolillo
- --------------------------   Director*                                      September 17, 1996
Joseph A. Ciffolillo
* 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 Director Option Plan, however, are 
automatic. 

                                    II-4
INDEX TO EXHIBITS

EXHIBIT                           DESCRIPTION
- ------------------------------------------------------------------------------

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

*10.2                       Incentive Stock Plan and forms of Agreements 
                            thereunder 

*10.3                       Director Option Plan and form of Director Stock 
                            Option Agreement thereunder

*10.4                       Employee Stock Purchase Plan and forms of 
                            agreements under

*10.5                       Nonstatutory Stock Option Plan and form of 
                            Nonstatutory Stock Option Agreement thereunder 

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

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

 24.1                       Power of Attorney (see Page II-4)

_______________

* Incorporated by reference to exhibits filed with the Company's Registration 
Statement on Form S-1 (file no. 333-1840), in the form declared effective on 
April 17, 1996.