As filed with the Securities and Exchange Commission on December 13, 1996
                                                                 
                                            Registration No. 333-



                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                   ----------------------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                   ----------------------------------------

                              GUIDANT CORPORATION
            (Exact name of registrant as specified in its charter)


     Indiana         111 Monument Circle, 29th Floor        35-1931722
                     Indianapolis, IN 46204-5129

   (State or other       (Address of Principal           (I.R.S. Employer
   jurisdiction of        Executive Offices)            Identification No.)
   incorporation or           (Zip Code)
   organization.)



           Guidant Corporation 1996 Nonemployee Directors Stock Plan
                           (Full Title of the Plan)


                                  J.B. King
                Vice President, General Counsel and Secretary
                             Guidant Corporation
                       111 Monument Circle, 29th Floor
                      Indianapolis, Indiana 46204-5129
                   (Name and address of agent for service)
                                
Telephone number, including area code, of agent for service:  (317) 971-2000
                                

                       CALCULATION OF REGISTRATION FEE

Title of        Amount to be      Proposed       Proposed       Amount of
securities      registered        maximum        maximum        registration
to be                             offering       aggregate      fee
registered                        price per      offering
                                  share (1)      price (1)

Common Stock    250,000 shares    $50.56        $12,640,000     $4358.62

     (1)  Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of Registrant's common stock on the New York
Stock Exchange on December 11, 1996.

     There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of the 
Guidant Corporation 1996 Nonemployee Directors Stock Plan.



<PAGE>


                             PART I

Item 1.   PLAN INFORMATION.

          Not included pursuant to Form S-8 instructions.


Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not included pursuant to Form S-8 instructions.



                             PART II

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1995 and the Quarterly Reports of the Company on Form 10-Q
for the fiscal quarters ended March 31, 1996, June 30, 1996, and September 30,
1996, and the description of the Company's common stock ("Guidant Stock") and
the associated Preferred Stock Purchase Rights contained in the Company's
registration statement on Form 8-A, as amended, under the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") with respect to  that stock
filed with the Securities and Exchange Commission on October 6, 1994,
including any amendments or reports filed for the purpose of updating that
description, are incorporated in this Registration Statement by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14(c) or
15(d) of the Exchange Act after the date of thisRegistration 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 this
Registration Statement and to be a part of this Registration Statement from 
the date of filing of those documents with the Commission.


Item 4.   DESCRIPTION OF SECURITIES.

          Not applicable.


Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          As of September 30, 1996, Mr. J.B. King beneficially owned 24,201
shares of Guidant Stock, 1,000 shares of which were owned by his wife and 762
of which were held in his account in The Guidant Employee Savings and Stock
Ownership Plan.  Mr. King disclaims beneficial ownership of the 1,000 shares
of Guidant Stock owned by his wife.  Mr. King also has the right to purchase
an additional 129,736 shares of Guidant Stock upon the exercise of stock 
options held by him.


Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Indiana Business Corporation Law provides that a corporation,
unless limited by its Articles of Incorporation, is required to indemnify its
directors and officers against reasonable expenses incurred in the successful
defense of any proceeding arising out of their serving as a director or
officer of the corporation.

          As permitted by the Indiana Business Corporation Law, the
Company's Articles of Incorporation provide for indemnification of directors, 
officers, employees and agents of the Company against any and all liability 
and reasonable expense that may be incurred by them, arising out of any claim 
or action, civil or criminal, in which they may become involved by reason of
being or having been a director, officer, employee or agent.  The Company's 
Articles of Incorporation require indemnification to the the fullest extent
permitted by the Indiana Business Corporation Law.


                               -2-
<PAGE>

          Officers and directors of the Company are insured, subject to
certain exclusions and deductible and maximum amounts, against loss from
claims arising in connection with them acting in their respective capacities,
which include claims under the Securities Act of 1933.


Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.


Item 8.   EXHIBITS.

     Exhibit
     Number    Description

       4.1     Amended and Restated Articles of Incorporation as
               amended through November 18, 1994.

       4.2     By-Laws as amended through October 17, 1994.

       4.3     Guidant Corporation 1996 Nonemployee Directors Stock Plan.

       5.1     Opinion of J.B. King, Vice President, General Counsel and
               Secretary of the Company, as to legality of the securities
               being registered.

      23.1     Consent of Ernst & Young LLP, Independent Auditors.

      23.2     Consent of J.B. King, Vice President, General Counsel and
               Secretary of the Company (contained in Exhibit 5.1).


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 offered 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 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;

                               -3-
<PAGE>

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 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
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 the initial bona fide offering
thereof.

     (h)  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 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.


                               -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 Indianapolis, State of Indiana, on
December 12, 1996.

                              GUIDANT CORPORATION



                              By:    s/James M. Cornelius
                                   ---------------------------
                                   James M. Cornelius
                                   Chairman of the Board


     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/James M. Cornelius
---------------------    Chairman of the Board             October 16, 1996
(James M. Cornelius)     (principal executive officer)

 s/Ronald W. Dollens     
-------------------      President,                        October 16, 1996
(Ronald W. Dollens)      Chief Executive Officer
                         and a Director
                         (principal executive officer)

 s/ Keith E. Brauer
-------------------      Chief Financial Officer,          October 16, 1996
(Keith E. Brauer)        (principal financial officer)

 s/Roger Marchetti
-------------------      Chief Accounting Officer          December 12, 1996
(Roger Marchetti)        (principal accounting officer)

 s/Maurice A. Cox, Jr.
-------------------      Director                          December 12, 1996
(Maurice A. Cox, Jr.)

 s/Enrique C. Falla
-------------------      Director                          October 16, 1996
(Enrique C. Falla)

 s/J. B. King
-------------------      Director                          December 12, 1996
(J.B. King)

 s/Susan B. King
-------------------      Director                          December 12, 1996
(Susan B. King)

 s/J. Kevin Moore
-------------------      Director                          December 12, 1996
(J. Kevin Moore)

 s/Mark Novitch
-------------------      Director                          December 12, 1996
(Mark Novitch, M.D.)

                               -5-
<PAGE>

 s/Eugene L. Step
-------------------      Director                          December 12, 1996
(Eugene L. Step)

 s/Ruedi E. Wager
----------------------   Director                          December 12, 1996
(Ruedi E. Wager, Ph.D.)


                               -6-
<PAGE>
                                

                        INDEX TO EXHIBITS


The following documents are filed as part of this Registration Statement:


   Exhibit                                Location
     4.1  Amended and Restated Articles   Incorporated by reference from
          of Incorporation as amended     Exhibit 3.1 to the Company's
          through November 18, 1994.      Registration Statement on Form S-1
                                          Registration Statement No. 33-83934.


     4.2  By-Laws as amended through      Incorporated by reference from
          October 17, 1994.               Exhibit 3.2 to the Company's
                                          Registration Statement on Form S-1
                                          Registration Statement No. 33-83934.

     4.3  Guidant Corporation 1996 Non-   Attached.
          employee Directors Stock Plan.


     5.1  Opinion of J.B. King, Vice      Attached.
          President, General Counsel
          and Secretary of the Company,
          as to legality of the
          securities being registered.


    23.1  Consent of Ernst & Young LLP,   Attached.
          Independent Auditors.


    23.2  Consent of J.B. King, Vice      Attached.
          President, General Counsel
          and Secretary of the Company
          (contained in Exhibit 5.1).


                               -7-

<PAGE>
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As filed with the Securities and Exchange Commission on December 13, 1996
                                                                 
                                            Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                   ----------------------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                   ----------------------------------------

                              GUIDANT CORPORATION
            (Exact name of registrant as specified in its charter)

     Indiana         111 Monument Circle, 29th Floor        35-1931722
                     Indianapolis, IN 46204-5129

   (State or other       (Address of Principal           (I.R.S. Employer
   jurisdiction of        Executive Offices)            Identification No.)
   incorporation or           (Zip Code)
   organization.)

           Guidant Corporation 1996 Nonemployee Directors Stock Plan
                           (Full Title of the Plan)

                                  J.B. King
                Vice President, General Counsel and Secretary
                             Guidant Corporation
                       111 Monument Circle, 29th Floor
                      Indianapolis, Indiana 46204-5129
                   (Name and address of agent for service)
                                
Telephone number, including area code, of agent for service:  (317) 971-2000
                                

                       CALCULATION OF REGISTRATION FEE

Title of        Amount to be      Proposed       Proposed       Amount of
securities      registered        maximum        maximum        registration
to be                             offering       aggregate      fee
registered                        price per      offering
                                  share (1)      price (1)

Common Stock    250,000 shares    $50.56        $12,640,000     $4358.62

     (1)  Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of Registrant's common stock on the New York
Stock Exchange on December 11, 1996.

     There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of the 
Guidant Corporation 1996 Nonemployee Directors Stock Plan.
PART I

Item 1.   PLAN INFORMATION.

          Not included pursuant to Form S-8 instructions.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not included pursuant to Form S-8 instructions.

                             PART II

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1995 and the Quarterly Reports of the Company on Form 10-Q
for the fiscal quarters ended March 31, 1996, June 30, 1996, and September 30,
1996, and the description of the Company's common stock ("Guidant Stock") and
the associated Preferred Stock Purchase Rights contained in the Company's
registration statement on Form 8-A, as amended, under the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") with respect to  that stock
filed with the Securities and Exchange Commission on October 6, 1994,
including any amendments or reports filed for the purpose of updating that
description, are incorporated in this Registration Statement by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14(c) or
15(d) of the Exchange Act after the date of thisRegistration 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 this
Registration Statement and to be a part of this Registration Statement from 
the date of filing of those documents with the Commission.

Item 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          As of September 30, 1996, Mr. J.B. King beneficially owned 24,201
shares of Guidant Stock, 1,000 shares of which were owned by his wife and 762
of which were held in his account in The Guidant Employee Savings and Stock
Ownership Plan.  Mr. King disclaims beneficial ownership of the 1,000 shares
of Guidant Stock owned by his wife.  Mr. King also has the right to purchase
an additional 129,736 shares of Guidant Stock upon the exercise of stock 
options held by him.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Indiana Business Corporation Law provides that a corporation,
unless limited by its Articles of Incorporation, is required to indemnify its
directors and officers against reasonable expenses incurred in the successful
defense of any proceeding arising out of their serving as a director or
officer of the corporation.

          As permitted by the Indiana Business Corporation Law, the
Company's Articles of Incorporation provide for indemnification of directors, 
officers, employees and agents of the Company against any and all liability 
and reasonable expense that may be incurred by them, arising out of any claim 
or action, civil or criminal, in which they may become involved by reason of
being or having been a director, officer, employee or agent.  The Company's 
Articles of Incorporation require indemnification to the the fullest extent
permitted by the Indiana Business Corporation Law.

                               -2-
Officers and directors of the Company are insured, subject to
certain exclusions and deductible and maximum amounts, against loss from
claims arising in connection with them acting in their respective capacities,
which include claims under the Securities Act of 1933.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

Item 8.   EXHIBITS.

     Exhibit
     Number    Description

       4.1     Amended and Restated Articles of Incorporation as
               amended through November 18, 1994.

       4.2     By-Laws as amended through October 17, 1994.

       4.3     Guidant Corporation 1996 Nonemployee Directors Stock Plan.

       5.1     Opinion of J.B. King, Vice President, General Counsel and
               Secretary of the Company, as to legality of the securities
               being registered.

      23.1     Consent of Ernst & Young LLP, Independent Auditors.

      23.2     Consent of J.B. King, Vice President, General Counsel and
               Secretary of the Company (contained in Exhibit 5.1).

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 offered 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 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;

                               -3-
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 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
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 the initial bona fide offering
thereof.

     (h)  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 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.

                               -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 Indianapolis, State of Indiana, on
December 12, 1996.

                              GUIDANT CORPORATION

                              By:    s/James M. Cornelius
                                   ---------------------------
                                   James M. Cornelius
                                   Chairman of the Board

     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/James M. Cornelius
---------------------    Chairman of the Board             October 16, 1996
(James M. Cornelius)     (principal executive officer)

 s/Ronald W. Dollens     
-------------------      President,                        October 16, 1996
(Ronald W. Dollens)      Chief Executive Officer
                         and a Director
                         (principal executive officer)

 s/ Keith E. Brauer
-------------------      Chief Financial Officer,          October 16, 1996
(Keith E. Brauer)        (principal financial officer)

 s/Roger Marchetti
-------------------      Chief Accounting Officer          December 12, 1996
(Roger Marchetti)        (principal accounting officer)

 s/Maurice A. Cox, Jr.
-------------------      Director                          December 12, 1996
(Maurice A. Cox, Jr.)

 s/Enrique C. Falla
-------------------      Director                          October 16, 1996
(Enrique C. Falla)

 s/J. B. King
-------------------      Director                          December 12, 1996
(J.B. King)

 s/Susan B. King
-------------------      Director                          December 12, 1996
(Susan B. King)

 s/J. Kevin Moore
-------------------      Director                          December 12, 1996
(J. Kevin Moore)

 s/Mark Novitch
-------------------      Director                          December 12, 1996
(Mark Novitch, M.D.)

                               -5-
s/Eugene L. Step
-------------------      Director                          December 12, 1996
(Eugene L. Step)

 s/Ruedi E. Wager
----------------------   Director                          December 12, 1996
(Ruedi E. Wager, Ph.D.)

                               -6-
INDEX TO EXHIBITS

The following documents are filed as part of this Registration Statement:

   Exhibit                                Location
     4.1  Amended and Restated Articles   Incorporated by reference from
          of Incorporation as amended     Exhibit 3.1 to the Company's
          through November 18, 1994.      Registration Statement on Form S-1
                                          Registration Statement No. 33-83934.

     4.2  By-Laws as amended through      Incorporated by reference from
          October 17, 1994.               Exhibit 3.2 to the Company's
                                          Registration Statement on Form S-1
                                          Registration Statement No. 33-83934.

     4.3  Guidant Corporation 1996 Non-   Attached.
          employee Directors Stock Plan.

     5.1  Opinion of J.B. King, Vice      Attached.
          President, General Counsel
          and Secretary of the Company,
          as to legality of the
          securities being registered.

    23.1  Consent of Ernst & Young LLP,   Attached.
          Independent Auditors.

    23.2  Consent of J.B. King, Vice      Attached.
          President, General Counsel
          and Secretary of the Company
          (contained in Exhibit 5.1).

                               -7-