As filed with the Securities and Exchange Commission on June 22, 1998

                                                   Registration No.____________

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

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   04-3128178
                     (I.R.S. employer identification number)

        45 Hartwell Avenue, Lexington, Massachusetts 02173 (781) 676-7300
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                                Officer Warrants
                            (Full title of the plans)

                               Sarah Burgess Reed
                                 General Counsel
                       Palomar Medical Technologies, Inc.
                               45 Hartwell Avenue
                         Lexington, Massachusetts 02173
                     (Name and address of agent for service)

                                 (781) 676-7300
          (Telephone number, including area code, of agent for service)


                                       1
<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                              <C>                 <C>                    <C>                 <C>
-------------------------------- ------------------- ---------------------- ------------------- ------------------------------
Title of Securities              Amount to be        Proposed               Proposed
to be Registered                 Registered          Maximum                Maximum             Amount of Registration
                                                     Offering Price         Aggregate           Fee
                                                     Per Share              Offering Price
-------------------------------- ------------------- ---------------------- ------------------- ------------------------------
-------------------------------- ------------------- ---------------------- ------------------- ------------------------------
Common Stock, par value $.01       400,000           $1.50(1)               $600,000(1)           $182(1)
per share.
-------------------------------- ------------------- ---------------------- ------------------- ------------------------------
</TABLE>



(1)  For shares issuable pursuant to various common stock purchase warrants (the
     "Warrants")  issued to certain  Company  officers that are  exercisable  at
     various prices and terms. The  registration  fee is calculated  pursuant to
     Rule 457(g) under the Securities Act of 1933 (the "Act"), as amended, based
     on the weighted average exercise price of such warrants.


                                       2
<PAGE>

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                 ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE

     The Company's Annual Report on Form 10-K for its fiscal year ended December
31, 1997,  the Company's  Quarterly  Report on Form 10-Q for its quarter  ending
March 31,  1998  filed  May 15,  1998;  the  Company's  Form 8-K filed  with the
commission on June 3, 1998,  the Company's Form 8-K filed with the commission on
December 23, 1997, and the  description of the Company's  Common Stock contained
in its  registration  Statement on Form 8-A filed with the Commission on June 6,
1992,  as  amended  by Form 8 on  December  17,  1992,  all of which  have  been
previously  filed with the Commission,  are  incorporated  in this  Registration
statement by reference.  All documents filed by the Company  pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the  termination of the offering made hereby are also  incorporated by reference
herein and made a part  hereof  from the date of filing of such  documents.  Any
statement  contained in a document  incorporated by reference herein is modified
or superseded for all purposes to the extent that a statement  contained in this
registration  statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.  The Company will
provide without charge to each person, including any beneficial owner, to whom a
copy of this  registration  statement  is  delivered,  upon the  written or oral
request of such person, a copy of all documents incorporated herein by reference
(not  including  the  exhibits  to such  documents,  unless  such  exhibits  are
specifically  incorporated by reference herein). Requests for such copies should
be directed  to: John J.  Ingoldsby,  Palomar  Medical  Technologies,  Inc.,  45
Hartwell Avenue,  Lexington,  Massachusetts 02173;  telephone number (781) 676 -
7300; e-mail address: JIPalomar@aol.com.

                        ITEM 4: DESCRIPTION OF SECURITIES

         Not applicable.

                 ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL

         The audited  financial  statements  incorporated  by  reference in this
registration  statement and elsewhere in the  registration  statement  have been
audited by Arthur Andersen LLP, independent public accountants,  as indicated in
their report with respect thereto, and are included herein upon the authority of
said Firm as experts  in  accounting  and  auditing.  Reference  is made to said
report which includes an explanatory  paragraph  regarding the Company's ability
to continue as a going concern.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed  upon for the  Company  by Sarah  Burgess  Reed,  General  Counsel to the
Company.

                ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Delaware  General   Corporation  Law,  Section  102(b)(7),   enables  a
corporation in its original certificate of incorporation or an amendment thereto
validly  approved by  stockholders  to eliminate or limit personal  liability of
members of its Board of Directors for violations of a director's  fiduciary duty
of care. However,  the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty,  failure to act in good faith, engaging in
intentional  misconduct  or  knowingly  violating  a law,  paying a dividend  or

                                       3
<PAGE>
approving a stock  repurchase  which was deemed illegal or obtaining an improper
personal  benefit.  The  Company's  Certificate  of  Incorporation  includes the
following language:

"To the maximum extent permitted by Section 102(b)(7) of the General Corporation
Laws of Delaware,  a director of this corporation shall not be personally liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper personal benefit."

         Section  145 of the  General  Corporation  Law of the State of Delaware
generally  provides  that a corporation  may  indemnify  any director,  officer,
employee  or agent  against  expenses,  judgments,  fines  and  amounts  paid in
settlement in connection  with any action  against him by reason of his being or
having been such a  director,  officer,  employee or agent,  if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation  and, with respect to any criminal  action,  had no
reasonable cause to believe his conduct was unlawful.  No indemnification  shall
be made,  however,  if he is adjudged liable for negligence or misconduct in the
performance of his duty to the corporation, unless a court determines that he is
nevertheless  entitled to indemnification.  If he is successful on the merits or
otherwise in defending the action,  the  corporation  must indemnify him against
expenses  actually and reasonably  incurred by him.  Article IX of the Company's
Bylaws provides indemnification as follows:

INDEMNIFICATION

SECTION 1. Actions,  Etc. Other Than by or in the Right of the Corporation.  The
Corporation shall, to the full extent legally permissible,  indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  including a grand jury  proceeding,  and all
appeals (but excluding any such action, suit or proceeding by or in the right of
the  Corporation),  by reason of the fact that such person is or was a director,
executive  officer (as  hereinafter  defined) or advisory  council member of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding  if such  person  acted in good  faith and in a manner  such
person reasonably  believed to be in or not opposed to the best interests of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  the  conduct  in  question  was  unlawful.   The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, that such person had reasonable cause to believe that the conduct in
question was unlawful. As used in this Article IX, an "executive officer" of the
Corporation is the  president,  treasurer,  a vice president  given the title of
executive vice president,  or any officer designated as such pursuant to vote of
the Board of Directors.

SECTION 2. Actions. Etc. by or in the Right of the Corporation.  The Corporation
shall, to the full extent legally  permissible,  indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action  or  suit,  including  appeals,  by or in  the  right  of  the
Corporation to procure a judgment in its favor,  by reason of the fact that such
person is or was a director or executive  officer of the  Corporation as defined
in  Section  1 of this  Article,  or is or was  serving  at the  request  of the

                                       4
<PAGE>
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3. Determination of Right of  Indemnification.  Any indemnification of a
director or officer (unless ordered by a court) shall be made by the Corporation
only  as  authorized  in the  specific  case  upon  a  determination  that  such
indemnification is proper in the circumstances because the director or executive
officer  has met the  applicable  standard of conduct as set forth in Sections 1
and 2 hereof.  Such a determination shall be reasonably and promptly made (i) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not  parties to such  action,  suit or  proceeding,  or (ii) (if such a
quorum is not  obtainable,  or, even if obtainable if a quorum of  disinterested
directors so directs) by  independent  legal  counsel in a written  opinion,  or
(iii) by the stockholders.

SECTION 4. Indemnification Against Expenses of Successful Party. Notwithstanding
any other provision of this Article, to the extent that a director or officer of
the  Corporation  has  been  successful  in whole  or in part on the  merits  or
otherwise, including the dismissal of an action without prejudice, in defense of
any  action,  suit or  proceeding  or in defense  of any claim,  issue or matter
therein,  such person  shall be  indemnified  against all  expenses  incurred in
connection therewith.

SECTION 5. Advances of Expenses.  Expenses  incurred by a director or officer in
any action,  suit or proceeding  shall be paid by the  Corporation in advance of
the final  disposition of thereof,  if such person shall undertake to repay such
amount in the event that it is ultimately  determined,  as provided herein, that
such person is not entitled to  indemnification.  Notwithstanding the foregoing,
no advance shall be made by the Corporation if a determination is reasonably and
promptly  made (i) by the Board of Directors  by a majority  vote of a quorum of
disinterested directors, or (ii) (if such a quorum is not obtainable or, even if
obtainable,  if a quorum of  disinterested  directors so directs) by independent
legal  counsel in a written  opinion,  that,  based upon the facts  known to the
Board of Directors or such counsel at the time such  determination is made, such
person  has not met the  relevant  standards  set forth for  indemnification  in
Section 1 or 2, as the case may be.

SECTION  6.  Right  to   Indemnification   Upon   Application:   Procedure  Upon
Application.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this
Article shall be made  promptly,  and in any event within ninety days,  upon the
written request of the person seeking to be indemnified,  unless a determination
is reasonably and promptly made by the Board of Directors that such person acted
in a manner set forth in such  Sections so as to justify the  Corporation's  not
indemnifying  such person or making  such an advance.  In the event no quorum of
disinterested  directors is  obtainable,  the Board of Directors  shall promptly
appoint  independent  legal  counsel to decide  whether the person  acted in the
manner  set  forth in such  Sections  so as to  justify  the  Corporation's  not
indemnifying such person or making such an advance. The right to indemnification
or advances as granted by this Article  shall be  enforceable  by such person in
any court of competent  jurisdiction,  if the Board of Directors or  independent
legal  counsel  denies  the  claim  therefor,  in  whole  or in  part,  or if no
disposition of such claim is made within ninety days.

                                       5
<PAGE>

SECTION 7. Other Right and Remedies: Continuation of Rights. The indemnification
and  advancement  of  expenses  provided  by this  Article  shall  not be deemed
exclusive of any other  rights to which any person  seeking  indemnification  or
advancement  of expenses  may be entitled  under any Bylaw,  agreement,  Vote of
stockholders  or  disinterested  directors,  the General  Corporation Law of the
State of  Delaware or  otherwise,  both as to action in such  person's  official
capacity and as to action in another  capacity  while  holding such office.  All
rights to  indemnification  or advancement under this Article shall be deemed to
be in the nature of  contractual  rights  bargained for and  enforceable by each
director  and  executive  officer as defined  in Section 1 of this  Article  who
serves in such  capacity  at any time  while  this  Article  and other  relevant
provisions  of the General  Corporation  Law of the State of Delaware  and other
applicable laws, if any, are in effect. All right to indemnification  under this
Article or  advancement of expenses shall continue as to a person who has ceased
to be a director  or  executive  officer,  and shall inure to the benefit of the
heirs,  executors and administrators of such a person. No repeal or modification
of this  Article  shall  adversely  affect any such rights or  obligations  then
existing with respect to any state of facts then or theretofore  existing or any
action,  suit or proceeding  theretofore or thereafter brought based in whole or
in part upon any such state of facts.  The Corporation  shall also indemnify any
person  for  attorneys'  fees,  costs,  and  expenses  in  connection  with  the
successful enforcement of such person's rights under this Article.

SECTION 8. Other Indemnities.  The Board of Directors may, by general vote or by
vote  pertaining  to a specific  officer,  employee or agent,  advisory  council
member  or  class  thereof,   authorize  indemnification  of  the  Corporation's
employees and agents,  in addition to those  executive  officers and to whatever
extent it may determine,  which may be in the same manner and to the same extent
provided above.

SECTION 9.  Insurance.  Upon  resolution  passed by the Board of Directors,  the
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was a director,  officer,  employee,  advisory council member or agent of the
Corporation,  or is or was  serving  at the  request  of the  Corporation,  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the Corporation would have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

SECTION  10.  Constituent  Corporations.  For  the  purposes  of  this  Article,
reference  to "the  Corporation"  shall  include,  in addition to the  resulting
corporation,  any  constituent  corporations  (including  any  constituent  of a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such a  constituent  corporation  or is or was  serving  at the  request of such
constituent  corporation  as a  director  or  officer  of  another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the  provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

SECTION 11.  Savings  Clause.  If this  Article or any portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each director,  executive  officer,
advisory  council  member,  and those  employees  and agents of the  Corporation
granted  indemnification  pursuant to Section 3 hereof as to expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  including  a grand jury  proceeding,  and all  appeals,  and any
action  by the  Corporation,  to the full  extent  permitted  by any  applicable
portion of this  Article  that shall not have been  invalidated  or by any other
applicable law.

                                       6
<PAGE>

SECTION 12. Other Enterprises.  Fines. and Serving at Corporation's Request. For
purposes  of this  Article,  references  to "other  enterprises"  shall  include
employee  benefit  plans;  references  to "fines" shall include any excise taxes
assessed on a person with respect to any employee  benefit plan;  and references
to "serving at the request of the  Corporation"  shall  include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to any employee benefit plan, its participants,  or beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and  beneficiaries of any employee benefit plan
shall be deemed to have acted in a manner not opposed to the best  interests  of
the Corporation" as referred to in this Article.

                   ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                ITEM 8: EXHIBITS

                  The following documents have been previously filed as Exhibits
and are incorporated herein by reference except those exhibits indicated with an
asterisk which are filed herewith:

               Exhibit No.    Description


               4(a)           Specimen   certificate   for  the  Common   Stock,
                              incorporated  by  reference  to Exhibit No. 4.1 of
                              the Company's Annual Report on Form 10-KSB/A-4 for
                              the fiscal year ending  December 31, 1996 filed on
                              July 11, 1997.

               4(b)*          Form of Company  Warrant to Purchase Common Stock.

               5*             Opinion of General Counsel of Palomar  regarding
                              legality of shares registered hereunder.

               23(a)*         Consent of Arthur Andersen LLP, independent public
                              accountants.

               23(b)*         Consent of General Counsel of Palomar (included in
                              Exhibit 5).

               23(c)*         Power  of  Attorney  (contained  on the  signature
                              page).


                                       7
<PAGE>

                              ITEM 9: UNDERTAKINGS

(1)     The undersigned Registrant hereby undertakes:

        (a)     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  and 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 20 percent  change in the
                        maximum  aggregate  offering  price  set  forth  in  the
                        "Calculation  of  the  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 2(a)(i) and 2(a)(ii) do 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 1934 that are incorporated by reference herein.

        (b)     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 herein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  BONA  FIDE
                offering thereof.

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

(2)     The undersigned  registrant  hereby undertakes that, for the 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 any 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
        herein, and the offering of such securities at that time be deemed to be
        the initial BONA FIDE offering thereof.

(3)     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  provision,  or
        otherwise,  the  registrant  has been advised that in the opinion of the
        Securities  and  Exchange  Commission  such  indemnification  is against

                                       8
<PAGE>
        

        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.


                                       9
<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 Lexington, Commonwealth of Massachusetts, on June 19,
1998.

                                        PALOMAR MEDICAL TECHNOLOGIES, INC.


                                         By: /s/ Louis P. Valente
                                         Louis P. Valente
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS THAT EACH  INDIVIDUAL  WHOSE  SIGNATURE
APPEARS BELOW HEREBY  CONSTITUTES  AND APPOINTS  SARAH BURGESS REED HIS TRUE AND
LAWFUL  ATTORNEY-IN-FACT AND AGENT WITH FULL POWER OF SUBSTITUTION,  FOR HIM AND
IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL EXHIBITS THERETO, AND ALL DOCUMENTS
IN CONNECTION THEREWITH,  WITH THE SECURITIES AND EXCHANGE COMMISSION,  GRANTING
UNTO SAID ATTORNEY-IN-FACT AND AGENT, FULL POWER AND AUTHORITY TO DO AND PERFORM
EACH AND EVERY ACT AND THING WHICH THEY MAY DEEM  NECESSARY  OR  ADVISABLE TO BE
DONE IN CONNECTION WITH THIS REGISTRATION  STATEMENT AS FULLY TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON,  HEREBY RATIFYING AND CONFIRMING ALL
THAT SAID ATTORNEY-IN-FACT AND AGENT, OR ANY SUBSTITUTE MAY LAWFULLY 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 dates indicated.
<TABLE>
<CAPTION>
<S>                                          <C>                                                         <C>

   Signature                                 Title                                                       Date

   /s/  Louis P. Valente                     President and Chief Executive                               June 19, 1998
   --------------------------------------    Officer
   Louis P. Valente

   /s/  Joseph P. Caruso                     Chief  Financial Officer and Treasurer                      June 19, 1998
   --------------------------------------    (Principal Financial Officer)
   Joseph P. Caruso

   /s/  Nicholas P. Economou                 Director                                                    June 19, 1998
   --------------------------------------
   Nicholas P. Economou

   /s/ A. Neil Pappalardo                    Director                                                    June 19, 1998
   --------------------------------------
   A. Neil Pappalardo

   /s/ James G. Martin                       Director                                                    June 19, 1998
   --------------------------------------
   James G. Martin

                                       10
<PAGE>

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31742}]
{"company-data": {"conformed-name": "PALOMAR MEDICAL TECHNOLOGIES INC", "cik": "0000881695", "assigned-sic": "3672", "irs-number": "043128178", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57403", "film-number": "98651805"}, "business-address": {"street1": "45 HARTWELL AVENUE", "city": "LEXINGTON", "state": "MA", "zip": "02173", "phone": "7816767300"}, "mail-address": {"street1": "45 HARTWELL AVENUE", "city": "LEXINGTON", "state": "MA", "zip": "02173"}}
As filed with the Securities and Exchange Commission on June 22, 1998

                                                   Registration No.____________

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

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   04-3128178
                     (I.R.S. employer identification number)

        45 Hartwell Avenue, Lexington, Massachusetts 02173 (781) 676-7300
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                                Officer Warrants
                            (Full title of the plans)

                               Sarah Burgess Reed
                                 General Counsel
                       Palomar Medical Technologies, Inc.
                               45 Hartwell Avenue
                         Lexington, Massachusetts 02173
                     (Name and address of agent for service)

                                 (781) 676-7300
          (Telephone number, including area code, of agent for service)

                                       1
CALCULATION OF REGISTRATION FEE
-------------------------------- ------------------- ---------------------- ------------------- ------------------------------
Title of Securities              Amount to be        Proposed               Proposed
to be Registered                 Registered          Maximum                Maximum             Amount of Registration
                                                     Offering Price         Aggregate           Fee
                                                     Per Share              Offering Price
-------------------------------- ------------------- ---------------------- ------------------- ------------------------------
-------------------------------- ------------------- ---------------------- ------------------- ------------------------------
Common Stock, par value $.01       400,000           $1.50(1)               $600,000(1)           $182(1)
per share.
-------------------------------- ------------------- ---------------------- ------------------- ------------------------------
(1)  For shares issuable pursuant to various common stock purchase warrants (the
     "Warrants")  issued to certain  Company  officers that are  exercisable  at
     various prices and terms. The  registration  fee is calculated  pursuant to
     Rule 457(g) under the Securities Act of 1933 (the "Act"), as amended, based
     on the weighted average exercise price of such warrants.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                 ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE

     The Company's Annual Report on Form 10-K for its fiscal year ended December
31, 1997,  the Company's  Quarterly  Report on Form 10-Q for its quarter  ending
March 31,  1998  filed  May 15,  1998;  the  Company's  Form 8-K filed  with the
commission on June 3, 1998,  the Company's Form 8-K filed with the commission on
December 23, 1997, and the  description of the Company's  Common Stock contained
in its  registration  Statement on Form 8-A filed with the Commission on June 6,
1992,  as  amended  by Form 8 on  December  17,  1992,  all of which  have  been
previously  filed with the Commission,  are  incorporated  in this  Registration
statement by reference.  All documents filed by the Company  pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the  termination of the offering made hereby are also  incorporated by reference
herein and made a part  hereof  from the date of filing of such  documents.  Any
statement  contained in a document  incorporated by reference herein is modified
or superseded for all purposes to the extent that a statement  contained in this
registration  statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.  The Company will
provide without charge to each person, including any beneficial owner, to whom a
copy of this  registration  statement  is  delivered,  upon the  written or oral
request of such person, a copy of all documents incorporated herein by reference
(not  including  the  exhibits  to such  documents,  unless  such  exhibits  are
specifically  incorporated by reference herein). Requests for such copies should
be directed  to: John J.  Ingoldsby,  Palomar  Medical  Technologies,  Inc.,  45
Hartwell Avenue,  Lexington,  Massachusetts 02173;  telephone number (781) 676 -
7300; e-mail address: JIPalomar@aol.com.

                        ITEM 4: DESCRIPTION OF SECURITIES

         Not applicable.

                 ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL

         The audited  financial  statements  incorporated  by  reference in this
registration  statement and elsewhere in the  registration  statement  have been
audited by Arthur Andersen LLP, independent public accountants,  as indicated in
their report with respect thereto, and are included herein upon the authority of
said Firm as experts  in  accounting  and  auditing.  Reference  is made to said
report which includes an explanatory  paragraph  regarding the Company's ability
to continue as a going concern.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed  upon for the  Company  by Sarah  Burgess  Reed,  General  Counsel to the
Company.

                ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Delaware  General   Corporation  Law,  Section  102(b)(7),   enables  a
corporation in its original certificate of incorporation or an amendment thereto
validly  approved by  stockholders  to eliminate or limit personal  liability of
members of its Board of Directors for violations of a director's  fiduciary duty
of care. However,  the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty,  failure to act in good faith, engaging in
intentional  misconduct  or  knowingly  violating  a law,  paying a dividend  or

                                       3
approving a stock  repurchase  which was deemed illegal or obtaining an improper
personal  benefit.  The  Company's  Certificate  of  Incorporation  includes the
following language:

"To the maximum extent permitted by Section 102(b)(7) of the General Corporation
Laws of Delaware,  a director of this corporation shall not be personally liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper personal benefit."

         Section  145 of the  General  Corporation  Law of the State of Delaware
generally  provides  that a corporation  may  indemnify  any director,  officer,
employee  or agent  against  expenses,  judgments,  fines  and  amounts  paid in
settlement in connection  with any action  against him by reason of his being or
having been such a  director,  officer,  employee or agent,  if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation  and, with respect to any criminal  action,  had no
reasonable cause to believe his conduct was unlawful.  No indemnification  shall
be made,  however,  if he is adjudged liable for negligence or misconduct in the
performance of his duty to the corporation, unless a court determines that he is
nevertheless  entitled to indemnification.  If he is successful on the merits or
otherwise in defending the action,  the  corporation  must indemnify him against
expenses  actually and reasonably  incurred by him.  Article IX of the Company's
Bylaws provides indemnification as follows:

INDEMNIFICATION

SECTION 1. Actions,  Etc. Other Than by or in the Right of the Corporation.  The
Corporation shall, to the full extent legally permissible,  indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  including a grand jury  proceeding,  and all
appeals (but excluding any such action, suit or proceeding by or in the right of
the  Corporation),  by reason of the fact that such person is or was a director,
executive  officer (as  hereinafter  defined) or advisory  council member of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding  if such  person  acted in good  faith and in a manner  such
person reasonably  believed to be in or not opposed to the best interests of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  the  conduct  in  question  was  unlawful.   The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, that such person had reasonable cause to believe that the conduct in
question was unlawful. As used in this Article IX, an "executive officer" of the
Corporation is the  president,  treasurer,  a vice president  given the title of
executive vice president,  or any officer designated as such pursuant to vote of
the Board of Directors.

SECTION 2. Actions. Etc. by or in the Right of the Corporation.  The Corporation
shall, to the full extent legally  permissible,  indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action  or  suit,  including  appeals,  by or in  the  right  of  the
Corporation to procure a judgment in its favor,  by reason of the fact that such
person is or was a director or executive  officer of the  Corporation as defined
in  Section  1 of this  Article,  or is or was  serving  at the  request  of the

                                       4
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3. Determination of Right of  Indemnification.  Any indemnification of a
director or officer (unless ordered by a court) shall be made by the Corporation
only  as  authorized  in the  specific  case  upon  a  determination  that  such
indemnification is proper in the circumstances because the director or executive
officer  has met the  applicable  standard of conduct as set forth in Sections 1
and 2 hereof.  Such a determination shall be reasonably and promptly made (i) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not  parties to such  action,  suit or  proceeding,  or (ii) (if such a
quorum is not  obtainable,  or, even if obtainable if a quorum of  disinterested
directors so directs) by  independent  legal  counsel in a written  opinion,  or
(iii) by the stockholders.

SECTION 4. Indemnification Against Expenses of Successful Party. Notwithstanding
any other provision of this Article, to the extent that a director or officer of
the  Corporation  has  been  successful  in whole  or in part on the  merits  or
otherwise, including the dismissal of an action without prejudice, in defense of
any  action,  suit or  proceeding  or in defense  of any claim,  issue or matter
therein,  such person  shall be  indemnified  against all  expenses  incurred in
connection therewith.

SECTION 5. Advances of Expenses.  Expenses  incurred by a director or officer in
any action,  suit or proceeding  shall be paid by the  Corporation in advance of
the final  disposition of thereof,  if such person shall undertake to repay such
amount in the event that it is ultimately  determined,  as provided herein, that
such person is not entitled to  indemnification.  Notwithstanding the foregoing,
no advance shall be made by the Corporation if a determination is reasonably and
promptly  made (i) by the Board of Directors  by a majority  vote of a quorum of
disinterested directors, or (ii) (if such a quorum is not obtainable or, even if
obtainable,  if a quorum of  disinterested  directors so directs) by independent
legal  counsel in a written  opinion,  that,  based upon the facts  known to the
Board of Directors or such counsel at the time such  determination is made, such
person  has not met the  relevant  standards  set forth for  indemnification  in
Section 1 or 2, as the case may be.

SECTION  6.  Right  to   Indemnification   Upon   Application:   Procedure  Upon
Application.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this
Article shall be made  promptly,  and in any event within ninety days,  upon the
written request of the person seeking to be indemnified,  unless a determination
is reasonably and promptly made by the Board of Directors that such person acted
in a manner set forth in such  Sections so as to justify the  Corporation's  not
indemnifying  such person or making  such an advance.  In the event no quorum of
disinterested  directors is  obtainable,  the Board of Directors  shall promptly
appoint  independent  legal  counsel to decide  whether the person  acted in the
manner  set  forth in such  Sections  so as to  justify  the  Corporation's  not
indemnifying such person or making such an advance. The right to indemnification
or advances as granted by this Article  shall be  enforceable  by such person in
any court of competent  jurisdiction,  if the Board of Directors or  independent
legal  counsel  denies  the  claim  therefor,  in  whole  or in  part,  or if no
disposition of such claim is made within ninety days.

                                       5
SECTION 7. Other Right and Remedies: Continuation of Rights. The indemnification
and  advancement  of  expenses  provided  by this  Article  shall  not be deemed
exclusive of any other  rights to which any person  seeking  indemnification  or
advancement  of expenses  may be entitled  under any Bylaw,  agreement,  Vote of
stockholders  or  disinterested  directors,  the General  Corporation Law of the
State of  Delaware or  otherwise,  both as to action in such  person's  official
capacity and as to action in another  capacity  while  holding such office.  All
rights to  indemnification  or advancement under this Article shall be deemed to
be in the nature of  contractual  rights  bargained for and  enforceable by each
director  and  executive  officer as defined  in Section 1 of this  Article  who
serves in such  capacity  at any time  while  this  Article  and other  relevant
provisions  of the General  Corporation  Law of the State of Delaware  and other
applicable laws, if any, are in effect. All right to indemnification  under this
Article or  advancement of expenses shall continue as to a person who has ceased
to be a director  or  executive  officer,  and shall inure to the benefit of the
heirs,  executors and administrators of such a person. No repeal or modification
of this  Article  shall  adversely  affect any such rights or  obligations  then
existing with respect to any state of facts then or theretofore  existing or any
action,  suit or proceeding  theretofore or thereafter brought based in whole or
in part upon any such state of facts.  The Corporation  shall also indemnify any
person  for  attorneys'  fees,  costs,  and  expenses  in  connection  with  the
successful enforcement of such person's rights under this Article.

SECTION 8. Other Indemnities.  The Board of Directors may, by general vote or by
vote  pertaining  to a specific  officer,  employee or agent,  advisory  council
member  or  class  thereof,   authorize  indemnification  of  the  Corporation's
employees and agents,  in addition to those  executive  officers and to whatever
extent it may determine,  which may be in the same manner and to the same extent
provided above.

SECTION 9.  Insurance.  Upon  resolution  passed by the Board of Directors,  the
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was a director,  officer,  employee,  advisory council member or agent of the
Corporation,  or is or was  serving  at the  request  of the  Corporation,  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the Corporation would have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

SECTION  10.  Constituent  Corporations.  For  the  purposes  of  this  Article,
reference  to "the  Corporation"  shall  include,  in addition to the  resulting
corporation,  any  constituent  corporations  (including  any  constituent  of a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such a  constituent  corporation  or is or was  serving  at the  request of such
constituent  corporation  as a  director  or  officer  of  another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the  provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

SECTION 11.  Savings  Clause.  If this  Article or any portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each director,  executive  officer,
advisory  council  member,  and those  employees  and agents of the  Corporation
granted  indemnification  pursuant to Section 3 hereof as to expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  including  a grand jury  proceeding,  and all  appeals,  and any
action  by the  Corporation,  to the full  extent  permitted  by any  applicable
portion of this  Article  that shall not have been  invalidated  or by any other
applicable law.

                                       6
SECTION 12. Other Enterprises.  Fines. and Serving at Corporation's Request. For
purposes  of this  Article,  references  to "other  enterprises"  shall  include
employee  benefit  plans;  references  to "fines" shall include any excise taxes
assessed on a person with respect to any employee  benefit plan;  and references
to "serving at the request of the  Corporation"  shall  include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to any employee benefit plan, its participants,  or beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and  beneficiaries of any employee benefit plan
shall be deemed to have acted in a manner not opposed to the best  interests  of
the Corporation" as referred to in this Article.

                   ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                ITEM 8: EXHIBITS

                  The following documents have been previously filed as Exhibits
and are incorporated herein by reference except those exhibits indicated with an
asterisk which are filed herewith:

               Exhibit No.    Description

               4(a)           Specimen   certificate   for  the  Common   Stock,
                              incorporated  by  reference  to Exhibit No. 4.1 of
                              the Company's Annual Report on Form 10-KSB/A-4 for
                              the fiscal year ending  December 31, 1996 filed on
                              July 11, 1997.

               4(b)*          Form of Company  Warrant to Purchase Common Stock.

               5*             Opinion of General Counsel of Palomar  regarding
                              legality of shares registered hereunder.

               23(a)*         Consent of Arthur Andersen LLP, independent public
                              accountants.

               23(b)*         Consent of General Counsel of Palomar (included in
                              Exhibit 5).

               23(c)*         Power  of  Attorney  (contained  on the  signature
                              page).

                                       7
ITEM 9: UNDERTAKINGS

(1)     The undersigned Registrant hereby undertakes:

        (a)     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  and 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 20 percent  change in the
                        maximum  aggregate  offering  price  set  forth  in  the
                        "Calculation  of  the  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 2(a)(i) and 2(a)(ii) do 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 1934 that are incorporated by reference herein.

        (b)     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 herein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  BONA  FIDE
                offering thereof.

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

(2)     The undersigned  registrant  hereby undertakes that, for the 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 any 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
        herein, and the offering of such securities at that time be deemed to be
        the initial BONA FIDE offering thereof.

(3)     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  provision,  or
        otherwise,  the  registrant  has been advised that in the opinion of the
        Securities  and  Exchange  Commission  such  indemnification  is against

                                       8
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.

                                       9
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 Lexington, Commonwealth of Massachusetts, on June 19,
1998.

                                        PALOMAR MEDICAL TECHNOLOGIES, INC.

                                         By: /s/ Louis P. Valente
                                         Louis P. Valente
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS THAT EACH  INDIVIDUAL  WHOSE  SIGNATURE
APPEARS BELOW HEREBY  CONSTITUTES  AND APPOINTS  SARAH BURGESS REED HIS TRUE AND
LAWFUL  ATTORNEY-IN-FACT AND AGENT WITH FULL POWER OF SUBSTITUTION,  FOR HIM AND
IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL EXHIBITS THERETO, AND ALL DOCUMENTS
IN CONNECTION THEREWITH,  WITH THE SECURITIES AND EXCHANGE COMMISSION,  GRANTING
UNTO SAID ATTORNEY-IN-FACT AND AGENT, FULL POWER AND AUTHORITY TO DO AND PERFORM
EACH AND EVERY ACT AND THING WHICH THEY MAY DEEM  NECESSARY  OR  ADVISABLE TO BE
DONE IN CONNECTION WITH THIS REGISTRATION  STATEMENT AS FULLY TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON,  HEREBY RATIFYING AND CONFIRMING ALL
THAT SAID ATTORNEY-IN-FACT AND AGENT, OR ANY SUBSTITUTE MAY LAWFULLY 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 dates indicated.
Signature                                 Title                                                       Date

   /s/  Louis P. Valente                     President and Chief Executive                               June 19, 1998
   --------------------------------------    Officer
   Louis P. Valente

   /s/  Joseph P. Caruso                     Chief  Financial Officer and Treasurer                      June 19, 1998
   --------------------------------------    (Principal Financial Officer)
   Joseph P. Caruso

   /s/  Nicholas P. Economou                 Director                                                    June 19, 1998
   --------------------------------------
   Nicholas P. Economou

   /s/ A. Neil Pappalardo                    Director                                                    June 19, 1998
   --------------------------------------
   A. Neil Pappalardo

   /s/ James G. Martin                       Director                                                    June 19, 1998
   --------------------------------------
   James G. Martin

                                       10