File No. 33-_____________

 As filed with the Securities  and Exchange  Commission on December 31, 1996.
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
       --------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          LUXTEC CORPORATION
             (Exact name of Registrant as Specified in its Charter)

         MASSACHUSETTS                                     04-2741310
(State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                      Identification No.)

         326 Clark Street Worcester, MA                        01606-1214
(Address of Principal Executive Offices)                       (Zip Code)

       Luxtec Corporation 1995 Non-Employee Directors' Stock Option Plan
                            (Full title of the plan)

                                 James W. Hobbs
                      President and Chief Executive Officer
                               Luxtec Corporation
                                326 Clark Street
                             Worcester, MA 01606-1214
                     (Name and Address of Agent for Service)

                                508) 856-9454
             Telephone Number, Including Area Code, of Agent for Service.

                                    Copy to:
                              Victor J. Paci, Esq.
                            Bingham, Dana & Gould LLP
                               150 Federal Street
                              Boston, MA 02110-1726
                                 (617) 951-8000
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

        ------------------------------ ---------------- ------------------ -------------------- ------------------
                                                            Proposed            Proposed
           Title Of Each Class Of          Amount            Maximum             Maximum            Amount Of
         Securities To Be Registered        To Be        Offering Price         Aggregate         Registration
                                         Registered        Per Share*        Offering Price            Fee
        ------------------------------ ---------------- ------------------ -------------------- ------------------
        ------------------------------ ---------------- ------------------ -------------------- ==================

<S>                   <C>                  <C>                 <C>                                      
        Common Stock, $0.01 par value      200,000             $2.719             $543,800          $164.79
        per share
        ------------------------------ ---------------- ------------------ -------------------- ==================
</TABLE>

*  The  proposed  maximum  aggregate  offering  price  has  been  calculated  in
accordance  with the  provisions of Rule 457(h) based on the high and low prices
reported on the American  Stock  Exchange on December 31, 1996. It is not known
how many shares,  if any,  will be purchased  upon  exercise of options  granted
under the Plan.


<PAGE>



                                 PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

           The   following   documents   filed  by   Luxtec   Corporation   (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
incorporated by reference in this Registration Statement:

           (a)    The  Registrant's  Annual  Report on Form 10-K for the fiscal
                  year ended  October 31,  1995,  as amended;

           (b)    The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters  ended January 31, 1996,  April 30, 1996 and July 31,
                  1996; and

           (c)    The section entitled  "Description of Capital Stock" contained
                  in the Registrant's  registration  statement on Form 8-A filed
                  with the SEC under  Section 12(b) of the  Securities  Exchange
                  Act of 1934,  as amended (the  "Exchange  Act"),  on April 18,
                  1994,  including any amendment or report filed for the purpose
                  of updating such description.

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


Item 4.    Description of Securities

           Not applicable.


Item 5.    Interests of Named Experts or Counsel

           Not applicable.


Item 6.    Indemnification of Directors and Officers

           Section 67 of Chapter 156B of the Massachusetts General Laws provides
a statutory  framework  covering  indemnification  of directors,  officers,  and
employees  against  liabilities  and expenses  arising out of legal  proceedings
brought  against  them by reason of their  status or  service  as  directors  or
officers.  In addition,  Article V of the Registrant's  By-Laws, as amended, and
Article VI of the Registrant's Articles of Organization, as amended ("Charter"),
provide  for  indemnification  of  directors,  officers,  and  employees  of the
Registrant.  Section  67 and the  Registrant's  By-Laws  and  Charter  generally
provide  that a  director,  officer,  or  employee  of the  Registrant  shall be
indemnified  by the  Registrant  for  all  expenses  and  liabilities  of  legal
proceedings  brought against him/her by reason of his/her status or service as a
director,  officer,  or employee  unless the director,  officer,  or employee is
adjudged not to have acted in good faith in the  reasonable  belief that his/her
action was in the best  interest of the  Registrant  or, to the extent that such
matter relates to service with respect to an employee  benefit plan, in the best
interests of the  participants or  beneficiaries  of such plan. The Registrant's
Charter also incorporates  certain provisions  permitted under the Massachusetts
General Laws relating to the liability of directors.  The provisions eliminate a
director's  liability  for  monetary  damages  for a breach of  fiduciary  duty,
including gross negligence,  except in circumstances  involving certain wrongful
acts,  such as the breach of a  director's  duty of loyalty or acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law or authorization of distributions in violation of the Charter or of loans
to officers or directors of the  Registrant  or any  transaction  from which the
director derived an improper personal benefit. These provisions do not eliminate
a  director's  duty of care.  Moreover,  the  provisions  do not apply to claims
against a director for violations of certain laws,  including federal securities
laws.
<PAGE>

Item 7.    Exemption from Registration Claimed

           Not applicable.


Item 8.    Exhibits

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

4.1  Specimen  certificate  representing the Common Stock (filed as Exhibit 4 to
     the   Registration   Statement  on  Form  S-18,  File  No.   33-5514-B  and
     incorporated herein by reference).

4.2  Articles of Organization  of the  Registrant,  as amended (filed as Annex A
     and Annex B to the  Registrant's  Proxy  Statement  dated June 21, 1996 and
     incorporated herein by reference).

4.3  By-Laws  of  the  Registrant,  as  amended  (filed  as  Exhibit  3C to  the
     Registration  Statement on Form S-18, File No.  33-5514-B and  incorporated
     herein by reference).

5    Opinion and Consent of Bingham,  Dana & Gould LLP as to the legality of the
     securities being registered.

10.1 Luxtec Corporation 1995 Non-Employee Directors' Stock Option Plan (filed as
     Annex G to the  Registrant's  Proxy  Statement dated September 21, 1995 and
     incorporated herein by reference).

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Bingham, Dana & Gould LLP - included in Exhibit 5.

24   Power of  Attorney  (included  on the  signature  page of the  Registration
     Statement).
<PAGE>

Item 9.    Undertakings

           The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which it offers or sells  securities,  a
     post-effective amendment to this Registration Statement to:

     (i) include any prospectus  required by Section  10(a)(3) of the Securities
     Act of 1933, as amended (the "Securities Act");

     (ii) reflect in the prospectus any facts or events which,  individually  or
     together,  represent  a  fundamental  change  in  the  information  in  the
     Registration Statement; and

     (iii) include any additional or changed material information on the plan of
     distribution.

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs is incorporated by reference from periodic  reports filed by the
     Registrant under the Exchange Act.

     (2) That, for  determining any liability under the Securities Act, to treat
     each  post-effective  amendment  as a new  registration  statement  of  the
     securities  offered,  and the offering of the securities at that time to be
     the initial bona fide offering.

     (3) To file a post-effective  amendment to remove from  registration any of
     the securities that remain unsold at the end of the offering.



<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 Worcester,  Commonwealth  of  Massachusetts,  on the
31st day of December, 1996.

                                     LUXTEC CORPORATION


                                     By: s/s James W. Hobbs

                                         James W. Hobbs
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

         We, the  undersigned  officers  and  Directors  of Luxtec  Corporation,
hereby  severally  constitute and appoint James W. Hobbs and Samuel M. Stein and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  Registration  Statement on Form S-8 filed  herewith and any and all
post-effective  amendments to said Registration  Statement,  and generally to do
all such things in our names and on our behalf in our capacities as officers and
Directors to enable  Luxtec  Corporation  to comply with the  provisions  of the
Securities  Act of 1933,  and all  requirements  of the  Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys or any of them, to said Registration Statement and any and
all amendments thereto.

         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/s James W. Hobbs
____________________       Chief Executive Officer,         December 31, 1996
 James W. Hobbs            President (Principal
                           Executive Officer) and
                           Director
s/s Samuel M. Stein
____________________       Chief Financial Officer,          December 31, 1996
 Samuel M. Stein           Treasurer (Principal Financial
                           and Accounting Officer) and
                           Assistant Clerk

s/s James Berado

____________________      Director                            December 31, 1996
 James Berardo

s/s Paul Epstein
____________________      Director                            December 31, 1996
 Paul Epstein

s/s Lynn K. Friedel
____________________      Director                            December 31, 1996
 Lynn K. Friedel

s/s Patrick G. Phillipps
____________________      Director                            December 31, 1996
 Patrick G. Phillipps
  
s/s Thomas J. Vander Salm
____________________      Director                            December 31, 1996
 Thomas J. Vander Salm

s/s Louis C. Wallace
____________________      Director                            December 31, 1996
 Louis C. Wallace

s/s James J. Goodman
____________________      Director                            December 31, 1996
  James J. Goodman

<PAGE>



                                 Exhibit Index

Exhibit No.                Description of Documents

     4.1  Specimen certificate representing the Common Stock (filed as Exhibit 4
          to the  Registration  Statement on Form S-18,  File No.  33-5514-B and
          incorporated herein by reference).

     4.2  Articles of Organization of the Registrant, as amended (filed as Annex
          A and Annex B to the Registrant's  Proxy Statement dated June 21, 1996
          and incorporated herein by reference).

     4.3  By-Laws  of the  Registrant,  as  amended  (filed as Exhibit 3C to the
          Registration   Statement  on  Form  S-18,   File  No.   33-5514-B  and
          incorporated herein by reference).

     5    Opinion and Consent of Bingham, Dana & Gould LLP as to the legality of
          the securities being registered.

     10.1 Luxtec  Corporation  1995  Non-Employee  Directors'  Stock Option Plan
          (filed as Annex G to the Registrant's  Proxy Statement dated September
          21, 1995 and incorporated herein by reference).

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of  Bingham,  Dana & Gould LLP - included in Exhibit 5.

     24   Power of Attorney  (included on the signature page of the Registration
          Statement).




<PAGE>


==========================================================================
                                                              Exhibit 5
==========================================================================
                               December 31, 1996

Luxtec Corporation
326 Clark Street
Worcester, Massachusetts  01606-1214

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration, pursuant
to a  Registration  Statement on Form S-8 under the  Securities  Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange  Commission on
December  31,  1996 (the  "Registration  Statement"),  of 200,000  shares  (the
"Shares") of common  stock,  par value $.01 per share (the "Common  Stock"),  of
Luxtec Corporation,  a Massachusetts  corporation (the "Company"),  which are or
will be  issuable to  directors  who are not also  employees  or officers of the
Company  upon the exercise of options  granted  pursuant to the  Company's  1995
Non-Employee Directors' Stock Option Plan, as amended (the "Plan").

         We have  acted  as  counsel  to the  Company  in  connection  with  the
foregoing registration of the Shares. We have examined and relied upon originals
or  copies  of such  records,  instruments,  certificates,  memoranda  and other
documents as we have deemed  necessary or advisable for purposes of this opinion
and have assumed,  without independent inquiry, the accuracy of those documents.
In that  examination,  we have assumed the  genuineness of all  signatures,  the
conformity  to the  originals  of all  documents  reviewed by us as copies,  the
authenticity  and  completeness  of all  original  documents  reviewed  by us in
original or copy form and the legal competence of each individual executing such
documents.  We have further  assumed  that all options  granted or to be granted
pursuant  to the Plan were or will be  validly  granted in  accordance  with the
terms of the Plan and that all Shares to be issued upon exercise of such options
will be issued in accordance with such options and the Plan.

         This  opinion  is  limited   solely  to  the   Massachusetts   Business
Corporation Law as applied by courts located in Massachusetts.

         Based upon and subject to the  foregoing,  we are of the opinion  that,
upon the  issuance and  delivery of the Shares in  accordance  with the terms of
such  options and the Plan,  the Shares will be legally  issued,  fully paid and
non-assessable shares of the Company's Common Stock.

         We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.

                                Very truly yours,

                                                     
                                                     BINGHAM, DANA & GOULD LLP


<PAGE>


===========================================================================
            
============================================================================

                                                              Exhibit 23.1


                  Consent of Independent Public Accountants


     As independent public  accountants,  we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of Luxtec Corporation of
our report dated  December 12, 1995 included in Luxtec  Corporation's  Form 10-K
for the year ended  October 31, 1995 and to all  references to our firm included
in this Registration Statement.



                                                  ARTHUR ANDERSEN LLP


Boston, Massachusetts
December 31, 1996




<PAGE>
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File No. 33-_____________

 As filed with the Securities  and Exchange  Commission on December 31, 1996.
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
       --------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          LUXTEC CORPORATION
             (Exact name of Registrant as Specified in its Charter)

         MASSACHUSETTS                                     04-2741310
(State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                      Identification No.)

         326 Clark Street Worcester, MA                        01606-1214
(Address of Principal Executive Offices)                       (Zip Code)

       Luxtec Corporation 1995 Non-Employee Directors' Stock Option Plan
                            (Full title of the plan)

                                 James W. Hobbs
                      President and Chief Executive Officer
                               Luxtec Corporation
                                326 Clark Street
                             Worcester, MA 01606-1214
                     (Name and Address of Agent for Service)

                                508) 856-9454
             Telephone Number, Including Area Code, of Agent for Service.

                                    Copy to:
                              Victor J. Paci, Esq.
                            Bingham, Dana & Gould LLP
                               150 Federal Street
                              Boston, MA 02110-1726
                                 (617) 951-8000
CALCULATION OF REGISTRATION FEE

        ------------------------------ ---------------- ------------------ -------------------- ------------------
                                                            Proposed            Proposed
           Title Of Each Class Of          Amount            Maximum             Maximum            Amount Of
         Securities To Be Registered        To Be        Offering Price         Aggregate         Registration
                                         Registered        Per Share*        Offering Price            Fee
        ------------------------------ ---------------- ------------------ -------------------- ------------------
        ------------------------------ ---------------- ------------------ -------------------- ==================
Common Stock, $0.01 par value      200,000             $2.719             $543,800          $164.79
        per share
        ------------------------------ ---------------- ------------------ -------------------- ==================
*  The  proposed  maximum  aggregate  offering  price  has  been  calculated  in
accordance  with the  provisions of Rule 457(h) based on the high and low prices
reported on the American  Stock  Exchange on December 31, 1996. It is not known
how many shares,  if any,  will be purchased  upon  exercise of options  granted
under the Plan.
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

           The   following   documents   filed  by   Luxtec   Corporation   (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
incorporated by reference in this Registration Statement:

           (a)    The  Registrant's  Annual  Report on Form 10-K for the fiscal
                  year ended  October 31,  1995,  as amended;

           (b)    The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters  ended January 31, 1996,  April 30, 1996 and July 31,
                  1996; and

           (c)    The section entitled  "Description of Capital Stock" contained
                  in the Registrant's  registration  statement on Form 8-A filed
                  with the SEC under  Section 12(b) of the  Securities  Exchange
                  Act of 1934,  as amended (the  "Exchange  Act"),  on April 18,
                  1994,  including any amendment or report filed for the purpose
                  of updating such description.

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

Item 4.    Description of Securities

           Not applicable.

Item 5.    Interests of Named Experts or Counsel

           Not applicable.

Item 6.    Indemnification of Directors and Officers

           Section 67 of Chapter 156B of the Massachusetts General Laws provides
a statutory  framework  covering  indemnification  of directors,  officers,  and
employees  against  liabilities  and expenses  arising out of legal  proceedings
brought  against  them by reason of their  status or  service  as  directors  or
officers.  In addition,  Article V of the Registrant's  By-Laws, as amended, and
Article VI of the Registrant's Articles of Organization, as amended ("Charter"),
provide  for  indemnification  of  directors,  officers,  and  employees  of the
Registrant.  Section  67 and the  Registrant's  By-Laws  and  Charter  generally
provide  that a  director,  officer,  or  employee  of the  Registrant  shall be
indemnified  by the  Registrant  for  all  expenses  and  liabilities  of  legal
proceedings  brought against him/her by reason of his/her status or service as a
director,  officer,  or employee  unless the director,  officer,  or employee is
adjudged not to have acted in good faith in the  reasonable  belief that his/her
action was in the best  interest of the  Registrant  or, to the extent that such
matter relates to service with respect to an employee  benefit plan, in the best
interests of the  participants or  beneficiaries  of such plan. The Registrant's
Charter also incorporates  certain provisions  permitted under the Massachusetts
General Laws relating to the liability of directors.  The provisions eliminate a
director's  liability  for  monetary  damages  for a breach of  fiduciary  duty,
including gross negligence,  except in circumstances  involving certain wrongful
acts,  such as the breach of a  director's  duty of loyalty or acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law or authorization of distributions in violation of the Charter or of loans
to officers or directors of the  Registrant  or any  transaction  from which the
director derived an improper personal benefit. These provisions do not eliminate
a  director's  duty of care.  Moreover,  the  provisions  do not apply to claims
against a director for violations of certain laws,  including federal securities
laws.
Item 7.    Exemption from Registration Claimed

           Not applicable.

Item 8.    Exhibits

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

4.1  Specimen  certificate  representing the Common Stock (filed as Exhibit 4 to
     the   Registration   Statement  on  Form  S-18,  File  No.   33-5514-B  and
     incorporated herein by reference).

4.2  Articles of Organization  of the  Registrant,  as amended (filed as Annex A
     and Annex B to the  Registrant's  Proxy  Statement  dated June 21, 1996 and
     incorporated herein by reference).

4.3  By-Laws  of  the  Registrant,  as  amended  (filed  as  Exhibit  3C to  the
     Registration  Statement on Form S-18, File No.  33-5514-B and  incorporated
     herein by reference).

5    Opinion and Consent of Bingham,  Dana & Gould LLP as to the legality of the
     securities being registered.

10.1 Luxtec Corporation 1995 Non-Employee Directors' Stock Option Plan (filed as
     Annex G to the  Registrant's  Proxy  Statement dated September 21, 1995 and
     incorporated herein by reference).

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Bingham, Dana & Gould LLP - included in Exhibit 5.

24   Power of  Attorney  (included  on the  signature  page of the  Registration
     Statement).
Item 9.    Undertakings

           The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which it offers or sells  securities,  a
     post-effective amendment to this Registration Statement to:

     (i) include any prospectus  required by Section  10(a)(3) of the Securities
     Act of 1933, as amended (the "Securities Act");

     (ii) reflect in the prospectus any facts or events which,  individually  or
     together,  represent  a  fundamental  change  in  the  information  in  the
     Registration Statement; and

     (iii) include any additional or changed material information on the plan of
     distribution.

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs is incorporated by reference from periodic  reports filed by the
     Registrant under the Exchange Act.

     (2) That, for  determining any liability under the Securities Act, to treat
     each  post-effective  amendment  as a new  registration  statement  of  the
     securities  offered,  and the offering of the securities at that time to be
     the initial bona fide offering.

     (3) To file a post-effective  amendment to remove from  registration any of
     the securities that remain unsold at the end of the offering.
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 Worcester,  Commonwealth  of  Massachusetts,  on the
31st day of December, 1996.

                                     LUXTEC CORPORATION

                                     By: s/s James W. Hobbs

                                         James W. Hobbs
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  officers  and  Directors  of Luxtec  Corporation,
hereby  severally  constitute and appoint James W. Hobbs and Samuel M. Stein and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  Registration  Statement on Form S-8 filed  herewith and any and all
post-effective  amendments to said Registration  Statement,  and generally to do
all such things in our names and on our behalf in our capacities as officers and
Directors to enable  Luxtec  Corporation  to comply with the  provisions  of the
Securities  Act of 1933,  and all  requirements  of the  Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys or any of them, to said Registration Statement and any and
all amendments thereto.

         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/s James W. Hobbs
____________________       Chief Executive Officer,         December 31, 1996
 James W. Hobbs            President (Principal
                           Executive Officer) and
                           Director
s/s Samuel M. Stein
____________________       Chief Financial Officer,          December 31, 1996
 Samuel M. Stein           Treasurer (Principal Financial
                           and Accounting Officer) and
                           Assistant Clerk

s/s James Berado

____________________      Director                            December 31, 1996
 James Berardo

s/s Paul Epstein
____________________      Director                            December 31, 1996
 Paul Epstein

s/s Lynn K. Friedel
____________________      Director                            December 31, 1996
 Lynn K. Friedel

s/s Patrick G. Phillipps
____________________      Director                            December 31, 1996
 Patrick G. Phillipps
  
s/s Thomas J. Vander Salm
____________________      Director                            December 31, 1996
 Thomas J. Vander Salm

s/s Louis C. Wallace
____________________      Director                            December 31, 1996
 Louis C. Wallace

s/s James J. Goodman
____________________      Director                            December 31, 1996
  James J. Goodman
Exhibit Index

Exhibit No.                Description of Documents

     4.1  Specimen certificate representing the Common Stock (filed as Exhibit 4
          to the  Registration  Statement on Form S-18,  File No.  33-5514-B and
          incorporated herein by reference).

     4.2  Articles of Organization of the Registrant, as amended (filed as Annex
          A and Annex B to the Registrant's  Proxy Statement dated June 21, 1996
          and incorporated herein by reference).

     4.3  By-Laws  of the  Registrant,  as  amended  (filed as Exhibit 3C to the
          Registration   Statement  on  Form  S-18,   File  No.   33-5514-B  and
          incorporated herein by reference).

     5    Opinion and Consent of Bingham, Dana & Gould LLP as to the legality of
          the securities being registered.

     10.1 Luxtec  Corporation  1995  Non-Employee  Directors'  Stock Option Plan
          (filed as Annex G to the Registrant's  Proxy Statement dated September
          21, 1995 and incorporated herein by reference).

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of  Bingham,  Dana & Gould LLP - included in Exhibit 5.

     24   Power of Attorney  (included on the signature page of the Registration
          Statement).
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                                                              Exhibit 5
==========================================================================
                               December 31, 1996

Luxtec Corporation
326 Clark Street
Worcester, Massachusetts  01606-1214

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration, pursuant
to a  Registration  Statement on Form S-8 under the  Securities  Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange  Commission on
December  31,  1996 (the  "Registration  Statement"),  of 200,000  shares  (the
"Shares") of common  stock,  par value $.01 per share (the "Common  Stock"),  of
Luxtec Corporation,  a Massachusetts  corporation (the "Company"),  which are or
will be  issuable to  directors  who are not also  employees  or officers of the
Company  upon the exercise of options  granted  pursuant to the  Company's  1995
Non-Employee Directors' Stock Option Plan, as amended (the "Plan").

         We have  acted  as  counsel  to the  Company  in  connection  with  the
foregoing registration of the Shares. We have examined and relied upon originals
or  copies  of such  records,  instruments,  certificates,  memoranda  and other
documents as we have deemed  necessary or advisable for purposes of this opinion
and have assumed,  without independent inquiry, the accuracy of those documents.
In that  examination,  we have assumed the  genuineness of all  signatures,  the
conformity  to the  originals  of all  documents  reviewed by us as copies,  the
authenticity  and  completeness  of all  original  documents  reviewed  by us in
original or copy form and the legal competence of each individual executing such
documents.  We have further  assumed  that all options  granted or to be granted
pursuant  to the Plan were or will be  validly  granted in  accordance  with the
terms of the Plan and that all Shares to be issued upon exercise of such options
will be issued in accordance with such options and the Plan.

         This  opinion  is  limited   solely  to  the   Massachusetts   Business
Corporation Law as applied by courts located in Massachusetts.

         Based upon and subject to the  foregoing,  we are of the opinion  that,
upon the  issuance and  delivery of the Shares in  accordance  with the terms of
such  options and the Plan,  the Shares will be legally  issued,  fully paid and
non-assessable shares of the Company's Common Stock.

         We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.

                                Very truly yours,

                                                     
                                                     BINGHAM, DANA & GOULD LLP
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============================================================================

                                                              Exhibit 23.1

                  Consent of Independent Public Accountants

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of Luxtec Corporation of
our report dated  December 12, 1995 included in Luxtec  Corporation's  Form 10-K
for the year ended  October 31, 1995 and to all  references to our firm included
in this Registration Statement.

                                                  ARTHUR ANDERSEN LLP

Boston, Massachusetts
December 31, 1996