As filed with the Securities and Exchange Commission on 
November 7, 1995

			       Registration No. 33-_____
____________________________________________________________

			   FORM S-8

		    Registration Statement
			    Under
		  The Securities Act of 1933
		       _______________

		       INFRASONICS, INC.
    (Exact name of registrant as specified in its charter)

     California                               95-3797283
(State or other jurisdiction                (IRS Employer
of incorporation or organization)        Identification No.)
		       _______________

 3911 Sorrento Valley Boulevard, San Diego, California 92121
 (Address of principal executive office, including zip code)
		       _______________

	   INFRASONICS, INC. 1995 STOCK OPTION PLAN
		  (Full title of the plan)
		       _______________

Jim Hitchin                        Copy to:
President                          Douglas J. Rein, Esq.
Infrasonics, Inc.                  Gray, Cary, Ware &
				   Freidenrich
3911 Sorrento Valley Blvd.         401 "B" Street
San Diego, California 92121        San Diego, CA 92101-4297
(619) 450-9898                     (619) 699-3524
(Name, address, and telephone
number, of agent for service 
of process)

		 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of the Securities 
  to Be Registered                Common Stock,
				  no par value
<S>                              <C>
Amount to Be Registered           515,900 shares

Proposed Maximum Offering
  Price Per Share (1)             $6.00

Proposed Maximum Aggregate
  Offering Price                  $3,095,400.00

Amount of Registration Fee        $1,068.00
</TABLE>
(1)  Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457, based upon the price
of registrant's Common Stock as listed on the NASDAQ
National Market System on November 3, 1995.
<PAGE>
			     PART I

ITEM 1.  PLAN INFORMATION

     Contained in the Section 10(a) Prospectus, as
applicable.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYER PLAN
INFORMATION

     Contained in the Section 10(a) Prospectus, as
applicable.


			     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have been filed with the
Securities and Exchange Commission (the "Commission") by
Infrasonics, Inc. (the "Company") are hereby incorporated by
reference in this Registration Statement:

     (a)  The Annual Report of the Company on Form 10-K for
	  the fiscal year ended June 30, 1995, filed
	  pursuant to Sections 13(a) or 15(d) of the
	  Securities Act of 1934 (the "Exchange Act").

     (b)  All other reports filed pursuant to Section 13(a)
	  or 15(d) of the Exchange Act since June 30, 1995.

     (c)  Description of the Common Stock of the Company
	  contained in the Registration Statement of the
	  Company on Form 10 filed with the Commission under
	  the Exchange Act, including any amendment or
	  report filed for the purpose of updating such
	  description.

     All documents subsequently filed by the Company
pursuant to Section 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 have
been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in
this registration statement and to be a part thereof from
the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

	       Not Applicable.
<PAGE>
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

	       Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

	   Section 317 of the California Corporations Code
provides that a corporation shall have the power, and in
some cases is required, to indemnify an agent, including an
officer or director, who was or is a party or is threatened
to be made a party to any proceedings against certain
expenses, judgments, fines, settlements and other amounts
under certain circumstances.  The Articles of Incorporation
and the Bylaws of the Company permit indemnification of its
officers and directors to the maximum extent permitted by
the California Corporations Code.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

	       Not Applicable.


ITEM 8.  EXHIBITS.

	   4.   Infrasonics, Inc. 1995 Stock Option Plan

	   5.   Opinion of Gray Cary Ware & Freidenrich re:
		Legality

	   24.1 Consent of Gray Cary Ware &
		Freidenrich(included in Exhibit 5).

	   24.2 Consent of Ernst & Young LLP, Independent
		Auditors

	   25.  Power of Attorney


ITEM 9.  UNDERTAKINGS.

	  (a)  Rule 415 Offerings.  The undersigned
registrant hereby undertakes:

	       (1)  To file, during any period in which
		    offers or sales are being made, a post-
		    effective amendment to this Registration
		    Statement;

		    (i)  To include any prospectus required
			 by Section 10(a)(3) of the
			 Securities Act of 1933 (the "1933
			 Act");
<PAGE>
		   (ii)  To reflect in the prospectus any
			 facts or events arising after the
			 effective date of this 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 this
			 Registration Statement;

		  (iii)  To include any material information
			 with respect to the plan of
			 distribution not previously
			 disclosed in this Registration
			 Statement or any material change to
			 such information in this
			 Registration Statement;

	  provided, however, that paragraphs (a)(1)(i) and
	  (a)(1)(ii) do not apply to information required to
	  be included in a post-effective amendment by those
	  paragraphs which are contained in periodic reports
	  filed by the registrant pursuant to Section 13 or
	  Section 15(d) of the Exchange Act that are
	  incorporated by reference in this Registration
	  Statement.

	       (2)  That, for the purpose of determining any
		    liability under the 1933 Act, each such
		    post-effective amendment shall be deemed
		    to be a new Registration Statement
		    relating to the securities offered
		    therein, and the offering of such
		    securities at that time shall be deemed
		    to be the initial bona fide offering
		    thereof.

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

	  (b)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT
	       DOCUMENTS BY REFERENCE.  The undersigned
	       registrant hereby undertakes that, for
	       purposes of determining any liability under
	       the 1933 Act, each filing of the registrant's
	       annual report pursuant to Section 13(a) or
	       15(d) of the Exchange Act (and, where
	       applicable, each filing of an employee
	       benefit plan's annual report pursuant to
	       Section 15(d) of the Exchange Act) that is
	       incorporated by reference in this
	       Registration Statement shall be deemed to be
	       a new Registration Statement relating to the
	       securities offered therein, and the offering
	       of such securities at that time shall be
	       deemed to be the initial bonafide offering
	       thereof.
<PAGE>
	  (c)  REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR
	       FILING OF REGISTRATION STATEMENT ON FORM S-8. 
	       Insofar as indemnification for liabilities
	       arising under the 1933 Act may be permitted
	       to directors, officers and controlling 
	       persons of the registrant pursuant to the
	       foregoing provisions, or otherwise, the
	       registrant has been advised that in the
	       opinion of the Securities and Exchange
	       Commission such indemnification is against
	       public policy as expressed in the 1933 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 1933 Act and will
	       be governed by the final adjudication of such
	       issue.
<PAGE>
				SIGNATURES

	  The Registrant.  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 San
Diego, State of California on October 31, 1995.

			 INFRASONICS, INC.


			 By:/s/  Jim Hitchin
			    Jim Hitchin, President

			 POWER OF ATTORNEY

	  Know all men by these presents that each person
whose signature appears below constitutes and appoints Jim
Hitchin and Fred McGee or either of them, his or her
attorney-in-fact, each with power of substitution for him or
her in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each said attorney
in-fact or his substitute or substitutes may do or cause to
be done by virtue hereof.

	  Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    Signatures:

/s/Jim Hitchin
Jim Hitchin
President and Director
(Principal Executive Officer)
October 31, 1995

/s/Fred McGee
Fred McGee
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
October 31, 1995

/s/Harry L. Casari
Harry L. Casari
Director
October 31, 1995

/s/Janet Colson
Janet Colson
Director
October 31, 1995

/s/Robert A. Hovee
Robert A. Hovee
Director
October 31, 1995

/s/E. A. Vanderpool
E. A. Vanderpool
Director
October 31, 1995
<PAGE>                        
			 INDEX OF EXHIBITS



Exhibit                                         Sequentially
   No.                                            Numbered

 4.       Infrasonics, Inc. 1995 
	  Stock Option Plan                           8

5.       Opinion of Gray Cary Ware & Freidenrich 
	  re: Legality                               18

24.1      Consent of Gray Cary Ware & Freidenrich 
	  (see Exhibit 5)                            18

24.2      Consent of Ernst & Young LLP, Independent
	  Auditors                                   20

25.       Power of Attorney (See Signature Page)      7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11140}]
{"company-data": {"conformed-name": "INFRASONICS INC", "cik": "0000748618", "assigned-sic": "3842", "irs-number": "953797283", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64037", "film-number": "95587821"}, "business-address": {"street1": "3911 SORRENTO VALLY BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6194509898"}, "mail-address": {"street1": "3911 SORRENTO VALLEY BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
As filed with the Securities and Exchange Commission on 
November 7, 1995

			       Registration No. 33-_____
____________________________________________________________

			   FORM S-8

		    Registration Statement
			    Under
		  The Securities Act of 1933
		       _______________

		       INFRASONICS, INC.
    (Exact name of registrant as specified in its charter)

     California                               95-3797283
(State or other jurisdiction                (IRS Employer
of incorporation or organization)        Identification No.)
		       _______________

 3911 Sorrento Valley Boulevard, San Diego, California 92121
 (Address of principal executive office, including zip code)
		       _______________

	   INFRASONICS, INC. 1995 STOCK OPTION PLAN
		  (Full title of the plan)
		       _______________

Jim Hitchin                        Copy to:
President                          Douglas J. Rein, Esq.
Infrasonics, Inc.                  Gray, Cary, Ware &
				   Freidenrich
3911 Sorrento Valley Blvd.         401 "B" Street
San Diego, California 92121        San Diego, CA 92101-4297
(619) 450-9898                     (619) 699-3524
(Name, address, and telephone
number, of agent for service 
of process)

		 CALCULATION OF REGISTRATION FEE
Title of the Securities 
  to Be Registered                Common Stock,
				  no par value
Amount to Be Registered           515,900 shares

Proposed Maximum Offering
  Price Per Share (1)             $6.00

Proposed Maximum Aggregate
  Offering Price                  $3,095,400.00

Amount of Registration Fee        $1,068.00
(1)  Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457, based upon the price
of registrant's Common Stock as listed on the NASDAQ
National Market System on November 3, 1995.
PART I

ITEM 1.  PLAN INFORMATION

     Contained in the Section 10(a) Prospectus, as
applicable.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYER PLAN
INFORMATION

     Contained in the Section 10(a) Prospectus, as
applicable.

			     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have been filed with the
Securities and Exchange Commission (the "Commission") by
Infrasonics, Inc. (the "Company") are hereby incorporated by
reference in this Registration Statement:

     (a)  The Annual Report of the Company on Form 10-K for
	  the fiscal year ended June 30, 1995, filed
	  pursuant to Sections 13(a) or 15(d) of the
	  Securities Act of 1934 (the "Exchange Act").

     (b)  All other reports filed pursuant to Section 13(a)
	  or 15(d) of the Exchange Act since June 30, 1995.

     (c)  Description of the Common Stock of the Company
	  contained in the Registration Statement of the
	  Company on Form 10 filed with the Commission under
	  the Exchange Act, including any amendment or
	  report filed for the purpose of updating such
	  description.

     All documents subsequently filed by the Company
pursuant to Section 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 have
been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in
this registration statement and to be a part thereof from
the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

	       Not Applicable.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

	       Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

	   Section 317 of the California Corporations Code
provides that a corporation shall have the power, and in
some cases is required, to indemnify an agent, including an
officer or director, who was or is a party or is threatened
to be made a party to any proceedings against certain
expenses, judgments, fines, settlements and other amounts
under certain circumstances.  The Articles of Incorporation
and the Bylaws of the Company permit indemnification of its
officers and directors to the maximum extent permitted by
the California Corporations Code.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

	       Not Applicable.

ITEM 8.  EXHIBITS.

	   4.   Infrasonics, Inc. 1995 Stock Option Plan

	   5.   Opinion of Gray Cary Ware & Freidenrich re:
		Legality

	   24.1 Consent of Gray Cary Ware &
		Freidenrich(included in Exhibit 5).

	   24.2 Consent of Ernst & Young LLP, Independent
		Auditors

	   25.  Power of Attorney

ITEM 9.  UNDERTAKINGS.

	  (a)  Rule 415 Offerings.  The undersigned
registrant hereby undertakes:

	       (1)  To file, during any period in which
		    offers or sales are being made, a post-
		    effective amendment to this Registration
		    Statement;

		    (i)  To include any prospectus required
			 by Section 10(a)(3) of the
			 Securities Act of 1933 (the "1933
			 Act");
(ii)  To reflect in the prospectus any
			 facts or events arising after the
			 effective date of this 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 this
			 Registration Statement;

		  (iii)  To include any material information
			 with respect to the plan of
			 distribution not previously
			 disclosed in this Registration
			 Statement or any material change to
			 such information in this
			 Registration Statement;

	  provided, however, that paragraphs (a)(1)(i) and
	  (a)(1)(ii) do not apply to information required to
	  be included in a post-effective amendment by those
	  paragraphs which are contained in periodic reports
	  filed by the registrant pursuant to Section 13 or
	  Section 15(d) of the Exchange Act that are
	  incorporated by reference in this Registration
	  Statement.

	       (2)  That, for the purpose of determining any
		    liability under the 1933 Act, each such
		    post-effective amendment shall be deemed
		    to be a new Registration Statement
		    relating to the securities offered
		    therein, and the offering of such
		    securities at that time shall be deemed
		    to be the initial bona fide offering
		    thereof.

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

	  (b)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT
	       DOCUMENTS BY REFERENCE.  The undersigned
	       registrant hereby undertakes that, for
	       purposes of determining any liability under
	       the 1933 Act, each filing of the registrant's
	       annual report pursuant to Section 13(a) or
	       15(d) of the Exchange Act (and, where
	       applicable, each filing of an employee
	       benefit plan's annual report pursuant to
	       Section 15(d) of the Exchange Act) that is
	       incorporated by reference in this
	       Registration Statement shall be deemed to be
	       a new Registration Statement relating to the
	       securities offered therein, and the offering
	       of such securities at that time shall be
	       deemed to be the initial bonafide offering
	       thereof.
(c)  REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR
	       FILING OF REGISTRATION STATEMENT ON FORM S-8. 
	       Insofar as indemnification for liabilities
	       arising under the 1933 Act may be permitted
	       to directors, officers and controlling 
	       persons of the registrant pursuant to the
	       foregoing provisions, or otherwise, the
	       registrant has been advised that in the
	       opinion of the Securities and Exchange
	       Commission such indemnification is against
	       public policy as expressed in the 1933 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 1933 Act and will
	       be governed by the final adjudication of such
	       issue.
SIGNATURES

	  The Registrant.  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 San
Diego, State of California on October 31, 1995.

			 INFRASONICS, INC.

			 By:/s/  Jim Hitchin
			    Jim Hitchin, President

			 POWER OF ATTORNEY

	  Know all men by these presents that each person
whose signature appears below constitutes and appoints Jim
Hitchin and Fred McGee or either of them, his or her
attorney-in-fact, each with power of substitution for him or
her in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each said attorney
in-fact or his substitute or substitutes may do or cause to
be done by virtue hereof.

	  Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    Signatures:

/s/Jim Hitchin
Jim Hitchin
President and Director
(Principal Executive Officer)
October 31, 1995

/s/Fred McGee
Fred McGee
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
October 31, 1995

/s/Harry L. Casari
Harry L. Casari
Director
October 31, 1995

/s/Janet Colson
Janet Colson
Director
October 31, 1995

/s/Robert A. Hovee
Robert A. Hovee
Director
October 31, 1995

/s/E. A. Vanderpool
E. A. Vanderpool
Director
October 31, 1995
INDEX OF EXHIBITS

Exhibit                                         Sequentially
   No.                                            Numbered

 4.       Infrasonics, Inc. 1995 
	  Stock Option Plan                           8

5.       Opinion of Gray Cary Ware & Freidenrich 
	  re: Legality                               18

24.1      Consent of Gray Cary Ware & Freidenrich 
	  (see Exhibit 5)                            18

24.2      Consent of Ernst & Young LLP, Independent
	  Auditors                                   20

25.       Power of Attorney (See Signature Page)      7