File No. 333-________

             As filed with the Securities and Exchange  Commission on
                               February 4, 1998.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             LUXTEC CORPORATION
               (Exact name of issuer as specified in its charter)

        Massachusetts                                       04-2741310
(State or other jurisdiction                            (I.R.S. Employer
or incorporation or organization)                     Identification No.)

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

          LUXTEC CORPORATION 1992 STOCK PLAN, AS AMENDED

                       (Full title of the plans)

 James W. Hobbs
 President and Chief Executive Officer       Copy to: Victor J. Paci, Esq.
 Luxtec Corporation                                   Bingham, Dana & Gould LLP
 326 Clark Street                                     150 Federal Street
 Worcester, MA  01606-1214                            Boston, MA  02110
                (Name and address of agent for service)

 (508) 856-9454                                       (617) 951-8000
          (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

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

1992 Stock Plan

<S>                               <C>                        <C>                         <C>              <C>   
Common Stock                      100,000                    $3.125                      $312,500         $94.68
$0.01 par value per share

</TABLE>


*This  estimate  is made  pursuant  to Rule  457(h)  solely  for the  purpose of
determining  the  registration  fee.  It is not  known how many  shares  will be
purchased  under  the 1992  Stock  Plan or at what  price  such  shares  will be
purchased.  The above calculation is based on the offering of 100,000 shares, at
a purchase  price of $3.125 per share,  which is the average of the high and low
prices of the Company's  Common Stock as reported by the American Stock Exchange
on January 30, 1998.


<PAGE>



Incorporation by Reference

         The  contents of Luxtec  Corporation's  registration  statement on Form
S-8,  registration no.  333-19107,  as filed with the Commission on December 31,
1996, are hereby incorporated by reference.

Exhibits

         The  following  exhibits  are  filed  as  part  of or  incorporated  by
reference into 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 LLP as to the 
                           legality of the securities being registered.

         10.1              Luxtec Corporation 1992 Stock Plan (filed as Exhibit
                           10 to the Registrant's 10-K for the fiscal year ended
                           October 31, 1992 and incorporated herein by 
                           reference).

         10.2              Amendment No. 1 to the 1992 Stock Plan (filed as 
                           Exhibit 10.2 on Form S-8, Registration No.33-19107, 
                           as filed with the Commission on December 31,1996,
                           and incorporated herein by reference).

         10.3              Amendment No. 2 to the 1992 Stock Plan.

         23.1              Consent of Arthur Andersen LLP.

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

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




<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 4th
day of February, 1998.

                                         LUXTEC CORPORATION

                                         By:   /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.
<TABLE>
<CAPTION>

Signature                                   Title                                       Date


<S>                                                                                              <C>    
 /s/   James W. Hobbs                       Chief Executive Officer,                    February 4, 1998
---------------------------
 James W. Hobbs                              President (Principal
                                             Executive Officer) and
                                             Director

 /s/   Samuel M. Stein                      Chief Financial Officer,                    February 4, 1998
-----------------------------
 Samuel M. Stein                             Treasurer (Principal Financial
                                             and Accounting Officer) and
                                             Assistant Clerk


 /s/   James Berardo                        Director                                    February 4, 1998
-----------------------------
 James Berardo


 /s/   Paul Epstein                         Director                                    February 4, 1998
---------------------------------
 Paul Epstein


 /s/   James Goodman                        Director                                    February 4, 1998
----------------------------
 James Goodman


 /s/   Patrick G. Phillips                  Director                                    February 4, 1998
---------------------------------
 Patrick G. Phillips


 /s/   Thomas J. Vander Salm                Director                                    February 4, 1998
----------------------------
 Thomas J. Vander Salm


 /s/   Louis C. Wallace                     Director                                    February 4, 1998
--------------------------------
 Louis C. Wallace


</TABLE>
<PAGE>


                                  EXHIBIT INDEX

         Exhibit

         The  following  exhibits  are  filed  as  part  of or  incorporated  by
reference into 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 LLP as to the 
                           legality of the securities being registered.

         10.1              Luxtec Corporation 1992 Stock Plan (filed as Exhibit
                           10 to the Registrant's 10-K for the fiscal year ended
                           October 31, 1992 and incorporated herein by 
                           reference).

         10.2              Amendment No. 1 to the 1992 Stock Plan (filed as 
                           Exhibit 10.2 on Form S-8, Registration No.33-19107,
                           as filed with the Commission December 31,1996, 
                           incorporated herein by reference).

         10.3              Amendment No. 2 to the 1992 Stock Plan.

         23.1              Consent of Arthur Andersen LLP.

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

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



<PAGE>
                                               


                                                                Exhibit 5


                                     
                      Opinion and Consent of Bingham Dana LLP


                                February 4, 1998


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
February  4,  1998  (the  "Registration  Statement"),  of  100,000  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  employees,  directors,  consultants  and  advisors of the
Company upon the exercise of options and other equity interests granted pursuant
to the Company's 1992 Stock 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 or other equity  interests
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 or other equity  interests will be issued in accordance
with such options or other equity interests and the Plan.

         This  opinion  is  limited   solely  to  the   Massachusetts   Business
Corporation   Law  as  applied  by  courts  located  in  the   Commonwealth   of
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 or other equity  interests 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,

                              /s/ BINGHAM DANA LLP
                                BINGHAM DANA LLP


<PAGE>





                                                         Exhibit 10.3


                             AMENDMENT NO. 2
                                    TO
                     LUXTEC CORPORATION 1992 STOCK PLAN


         The Luxtec  Corporation  1992  Stock  Plan (the "1992  Plan") is hereby
amended pursuant to the following terms and conditions:

         1.       Definitions.  Terms defined in the 1992 Plan and not otherwise
defined herein shall have the respective meanings set forth in the 1992 Plan.

         2. Amendment to Section 4. Section 4 of the 1992 Plan is hereby amended
by  deleting  the  number  "300,000"  contained  in the sixth line  therein  and
replacing it with the number "400,000".

         3. Authorization and Ratification.  This Amendment Number 2 to the 1992
Plan was authorized by a vote of the Board of Directors of Luxtec Corporation on
April 17, 1997 and ratified by a vote of the shareholders on April 17, 1997.



<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  16,  1997  included  in  Luxtec
Corporation's  Form  10-K  for  the  year  ended  October  31,  1997  and to all
references to our firm included in this Registration Statement.



                                            /s/ ARTHUR ANDERSEN LLP
                                           ARTHUR ANDERSEN LLP


Boston, Massachusetts
February 4, 1998

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15874}]
{"company-data": {"conformed-name": "LUXTEC CORP /MA/", "cik": "0000793523", "assigned-sic": "3845", "irs-number": "042741310", "state-of-incorporation": "MA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45585", "film-number": "98521408"}, "business-address": {"street1": "326 CLARK STREET", "city": "WORCESTER", "state": "WA", "zip": "01606", "phone": "5088569454"}, "mail-address": {"street1": "326 CLARK STREET", "city": "WORCESTER", "state": "MA", "zip": "01606"}}
File No. 333-________

             As filed with the Securities and Exchange  Commission on
                               February 4, 1998.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             LUXTEC CORPORATION
               (Exact name of issuer as specified in its charter)

        Massachusetts                                       04-2741310
(State or other jurisdiction                            (I.R.S. Employer
or incorporation or organization)                     Identification No.)

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

          LUXTEC CORPORATION 1992 STOCK PLAN, AS AMENDED

                       (Full title of the plans)

 James W. Hobbs
 President and Chief Executive Officer       Copy to: Victor J. Paci, Esq.
 Luxtec Corporation                                   Bingham, Dana & Gould LLP
 326 Clark Street                                     150 Federal Street
 Worcester, MA  01606-1214                            Boston, MA  02110
                (Name and address of agent for service)

 (508) 856-9454                                       (617) 951-8000
          (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
Proposed                    Proposed
Title of                                                    maximum                     maximum
securities                        Amount                    offering                    aggregate         Amount of
to be                             to be                     price                       offering          registration
registered                        registered                per share*                  price*            fee

1992 Stock Plan
Common Stock                      100,000                    $3.125                      $312,500         $94.68
$0.01 par value per share
*This  estimate  is made  pursuant  to Rule  457(h)  solely  for the  purpose of
determining  the  registration  fee.  It is not  known how many  shares  will be
purchased  under  the 1992  Stock  Plan or at what  price  such  shares  will be
purchased.  The above calculation is based on the offering of 100,000 shares, at
a purchase  price of $3.125 per share,  which is the average of the high and low
prices of the Company's  Common Stock as reported by the American Stock Exchange
on January 30, 1998.
Incorporation by Reference

         The  contents of Luxtec  Corporation's  registration  statement on Form
S-8,  registration no.  333-19107,  as filed with the Commission on December 31,
1996, are hereby incorporated by reference.

Exhibits

         The  following  exhibits  are  filed  as  part  of or  incorporated  by
reference into 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 LLP as to the 
                           legality of the securities being registered.

         10.1              Luxtec Corporation 1992 Stock Plan (filed as Exhibit
                           10 to the Registrant's 10-K for the fiscal year ended
                           October 31, 1992 and incorporated herein by 
                           reference).

         10.2              Amendment No. 1 to the 1992 Stock Plan (filed as 
                           Exhibit 10.2 on Form S-8, Registration No.33-19107, 
                           as filed with the Commission on December 31,1996,
                           and incorporated herein by reference).

         10.3              Amendment No. 2 to the 1992 Stock Plan.

         23.1              Consent of Arthur Andersen LLP.

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

         24                Power of Attorney (included on the signature page(s)
                           of this Registration Statement).
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 4th
day of February, 1998.

                                         LUXTEC CORPORATION

                                         By:   /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/   James W. Hobbs                       Chief Executive Officer,                    February 4, 1998
---------------------------
 James W. Hobbs                              President (Principal
                                             Executive Officer) and
                                             Director

 /s/   Samuel M. Stein                      Chief Financial Officer,                    February 4, 1998
-----------------------------
 Samuel M. Stein                             Treasurer (Principal Financial
                                             and Accounting Officer) and
                                             Assistant Clerk

 /s/   James Berardo                        Director                                    February 4, 1998
-----------------------------
 James Berardo

 /s/   Paul Epstein                         Director                                    February 4, 1998
---------------------------------
 Paul Epstein

 /s/   James Goodman                        Director                                    February 4, 1998
----------------------------
 James Goodman

 /s/   Patrick G. Phillips                  Director                                    February 4, 1998
---------------------------------
 Patrick G. Phillips

 /s/   Thomas J. Vander Salm                Director                                    February 4, 1998
----------------------------
 Thomas J. Vander Salm

 /s/   Louis C. Wallace                     Director                                    February 4, 1998
--------------------------------
 Louis C. Wallace
EXHIBIT INDEX

         Exhibit

         The  following  exhibits  are  filed  as  part  of or  incorporated  by
reference into 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 LLP as to the 
                           legality of the securities being registered.

         10.1              Luxtec Corporation 1992 Stock Plan (filed as Exhibit
                           10 to the Registrant's 10-K for the fiscal year ended
                           October 31, 1992 and incorporated herein by 
                           reference).

         10.2              Amendment No. 1 to the 1992 Stock Plan (filed as 
                           Exhibit 10.2 on Form S-8, Registration No.33-19107,
                           as filed with the Commission December 31,1996, 
                           incorporated herein by reference).

         10.3              Amendment No. 2 to the 1992 Stock Plan.

         23.1              Consent of Arthur Andersen LLP.

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

         24                Power of Attorney (included on the signature page(s) 
                           of this Registration Statement).
Exhibit 5

                                     
                      Opinion and Consent of Bingham Dana LLP

                                February 4, 1998

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
February  4,  1998  (the  "Registration  Statement"),  of  100,000  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  employees,  directors,  consultants  and  advisors of the
Company upon the exercise of options and other equity interests granted pursuant
to the Company's 1992 Stock 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 or other equity  interests
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 or other equity  interests will be issued in accordance
with such options or other equity interests and the Plan.

         This  opinion  is  limited   solely  to  the   Massachusetts   Business
Corporation   Law  as  applied  by  courts  located  in  the   Commonwealth   of
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 or other equity  interests 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,

                              /s/ BINGHAM DANA LLP
                                BINGHAM DANA LLP
Exhibit 10.3

                             AMENDMENT NO. 2
                                    TO
                     LUXTEC CORPORATION 1992 STOCK PLAN

         The Luxtec  Corporation  1992  Stock  Plan (the "1992  Plan") is hereby
amended pursuant to the following terms and conditions:

         1.       Definitions.  Terms defined in the 1992 Plan and not otherwise
defined herein shall have the respective meanings set forth in the 1992 Plan.

         2. Amendment to Section 4. Section 4 of the 1992 Plan is hereby amended
by  deleting  the  number  "300,000"  contained  in the sixth line  therein  and
replacing it with the number "400,000".

         3. Authorization and Ratification.  This Amendment Number 2 to the 1992
Plan was authorized by a vote of the Board of Directors of Luxtec Corporation on
April 17, 1997 and ratified by a vote of the shareholders on April 17, 1997.
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  16,  1997  included  in  Luxtec
Corporation's  Form  10-K  for  the  year  ended  October  31,  1997  and to all
references to our firm included in this Registration Statement.

                                            /s/ ARTHUR ANDERSEN LLP
                                           ARTHUR ANDERSEN LLP

Boston, Massachusetts
February 4, 1998