As filed with the Securities and Exchange Commission on August 4, 1998
                         Registration No. 333-      

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                              FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933

                     Advanced Polymer Systems, Inc.
                     ------------------------------
        (Exact Name of Registrant as Specified in Its Charter)

Delaware                                                94-2875566
-------------------------------                -------------------
(State or Other Jurisdiction of                (I.R.S. Employer
 Incorporation or Organization)                Identification No.)

             123 Saginaw Drive, Redwood City, California 94063
             -------------------------------------------------
                  (Address of Principal Executive Offices)


                          1992 Stock Plan
                      ------------------------
                      (Full Title of the Plan)

                         Michael O'Connell
                      Chief Financial Officer
                   Advanced Polymer Systems, Inc.
                          123 Saginaw Drive
                  Redwood City, California  94063
              ---------------------------------------
              (Name and Address of Agent for Service)

                          (650) 366-2626
     -------------------------------------------------------------
      (Telephone Number, Including Area Code, of Agent for Service)

                            Copy to:
                      Richard A. Peers, Esq.
                 Heller Ehrman White & McAuliffe
                      525 University Avenue
                Palo Alto, California  94301-1908
                         (650) 324-7000

<TABLE>
                 CALCULATION OF REGISTRATION FEE
<CAPTION>
=======================================================================
                            Proposed      Proposed
Title of                    Maximum       Maximum
Securities    Amount        Offering      Aggregate     Amount of
to be         to be         Price per     Offering      Registration
Registered    Registered    Share (1)     Price         Fee
-----------------------------------------------------------------------
<S>           <C>           <C>           <C>           <C>
Common 
Stock, par 
value $0.01   750,000       $5.69         $4,267,500.00 $1,259.00
=======================================================================
<FN>
(1) Estimated solely for the purpose of computing the amount of 
registration fee pursuant to Rule 457(c) under the Securities Act, as 
amended, based on the average of the high and low prices of the 
Registrant's Common Stock reported on the Nasdaq National Market on 
August 3, 1998.
</FN>
</TABLE>


<PAGE>
                               PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed or to be filed with the Securities and 
Exchange Commission (the "Commission") by the Registrant are incorporated 
by reference in this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1997;

(b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal 
quarter ended March 31, 1998;

(c)  The description of the Registrant's Common Stock contained in the 
registration statement on Form 8-A filed with the Commission on August 7, 
1987 pursuant to Section 12 of the Exchange Act of 1934, as amended (the 
"Exchange Act"); and

(d)  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 securities then 
remaining unsold.

Item 5.  Interests of Named Experts and Counsel

Heller Ehrman White and McAuliffe, counsel to the Company, has rendered 
an opinion with respect to the legality of the Common Stock issuable 
under the 1992 Stock Plan.  Julian N. Stern, the sole employee of a 
professional corporation that is a partner of Heller Ehrman White and 
McAuliffe, is the Secretary of the Company.  Mr. Stern owns beneficially 
179,635 shares and options to purchase 20,000 shares of the Company's 
Common Stock.

Item 6.  Indemnification of Directors and Officers

The Registrant has the power to indemnify its officers and directors 
against liability for certain acts pursuant to Section 145 of the General 
Corporation Law of the State of Delaware.  Section B of Article VI of the 
Registrant's Certificate of Incorporation provides:

"(1)  Right to Indemnification.  Each person who was or is made a party 
or is threatened to be made a party to or is involved in any action, suit 
or proceeding, whether civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), by reason of the fact that he or she, or a 
person of whom he or she is the legal representative, is or was a 
director or officer, of the Corporation or is or was serving at the 
request of the Corporation, as a director, officer, employee or agent of 
another corporation or of a partnership, joint venture, trust or other 
enterprise, including service with respect to employee benefit plans, 
whether the basis of such proceeding is alleged action in an official 
capacity as a director, officer, employee or agent or in any other 
capacity while serving as a director, officer, employee or agent, shall 
be indemnified and held harmless by the Corporation to the fullest extent 
authorized by the General Corporation Law of the State of Delaware, as 
the same exists or may hereafter be amended (but, in the case of any such 
amendment, only to the extent that such amendment permits the Corporation 
to provide broader indemnification rights than said law permitted the 
Corporation to provide prior to such amendment), against all expense, 
liability and loss (including attorneys' fees, judgments, fines, ERISA 
excise taxes or penalties and amounts paid or to be paid in settlement) 
reasonably incurred or suffered by such person in connection therewith 
and such indemnification shall continue as to a person who has ceased to 
be a director, officer, employee or agent and shall inure to the benefit 
of his or her heirs, executors and administrators; provided, however, 
that, the Corporation shall indemnify any such person seeking 
indemnification in connection with a proceeding (or part thereof) 
initiated by such person only if such proceeding (or part thereof) was 
authorized by the board of directors of the Corporation.  The right to 
indemnification conferred in this Section B shall be a contract right and 
shall include the right to be paid by the Corporation the expenses 
incurred in defending any such proceeding in advance of its final 
disposition; provided, however, that, if the General Corporation Law of 
the State of Delaware requires, the payment of such expenses incurred by 
a director or officer in his or her capacity as a director or officer 
(and not in any other capacity in which service was or is rendered by 
such person while a director or officer, including, without limitation, 
service to an employee benefit plan) in advance of the final disposition 
of a proceeding, shall be made only upon delivery to the Corporation of 
an undertaking, by or on behalf of such director or officer, to repay all 
amounts so advanced if it shall ultimately be determined that such 
director or officer is not entitled to be indemnified under this Section 
or otherwise.  The Corporation may, by action of its Board of Directors, 
provide indemnification to employees and agents of the Corporation with 
the same scope and effect as the foregoing indemnification of directors 
and officers.

(2)  Non-Exclusivity of Rights.  The right to indemnification and the 
payment of expenses incurred in defending a proceeding in advance of its 
final disposition conferred in this Section B shall not be exclusive of 
any other rights which any person may have or hereafter acquire under any 
statute, provisions of this Certificate of Incorporation, Bylaw, 
agreement, vote of stockholders or disinterested directors or otherwise.

(3)  Insurance.  The Corporation may maintain insurance, at its expense, 
to protect itself and any director, officer, employee or agent of the 
Corporation or another corporation, partnership, joint venture, trust or 
other enterprise against any such expense, liability or loss, whether or 
not the Corporation would have the power to indemnify such person against 
such expense, liability or loss under Delaware General Corporation Law."

Registrant maintains directors' and officers' liability insurance in the 
amount of $5,000,000 which covers civil liabilities.  Such insurance 
helps the Registrant to attract qualified officers and directors, by 
providing a means for the Company to pay the costs and expenses involved 
in the event civil litigation is brought against of one of the 
Registrant's officers or directors.

Item 8.  Exhibits

 5      Opinion of Heller Ehrman White & McAuliffe

23.1    Consent of KPMG Peat Marwick LLP

23.2    Consent of Heller Ehrman White & McAuliffe
        (filed as part of Exhibit 5)

24.1    Power of Attorney (see signature page)

99.1    1992 Stock Plan

Item 9.  Undertakings

A.  The undersigned Registrant hereby undertakes:

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

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

         (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;

         (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 A(1)(i) and A(1)(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 with or furnished 
to the Commission by the Registrant pursuant to Section 13 or 15(d) of 
the Exchange Act that are incorporated by reference in the Registration 
Statement.

    (2)  That, for the purpose of determining any liability under the 
Securities 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.  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Exchange Act that is incorporated by reference in the Registration 
Statement shall be deemed to be a new registration statement relating to 
the securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering thereof.

C.  Insofar as indemnification for liabilities arising under the 
Securities 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 
Commission such indemnification is against public policy as expressed in 
the Securities 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 Securities Act and will be governed by 
the final adjudication of such issue.

<PAGE>
                              SIGNATURES

  Pursuant to the requirements of the Securities Act, 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 Redwood City, State of 
California, on this 31st day of July, 1998.


                                     ADVANCED POLYMER SYSTEMS, INC.



                                     By:  /s/ Michael O'Connell
                                          ---------------------
                                          Michael O'Connell
                                          Chief Financial Officer



                   POWER OF ATTORNEY TO SIGN AMENDMENTS

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below does hereby constitute and appoint John J. Meakem, Jr. and 
Michael P.J. O'Connell, or either of them, with full power of 
substitution, such person's true and lawful attorneys-in-fact and agents 
for such person in such person's name, place and stead, in any and all 
capacities, to sign any or all amendments (including post-effective 
amendments) to this Registration Statement on Form S-8 and to file the 
same, with all exhibits thereto, and other documents in connection 
therewith, with the Commission, granting unto said attorneys-in-fact and 
agents full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises in 
order to effectuate the same as fully, to all intents and purposes, as he 
or such person might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents may lawfully do or 
cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration 
Statement on Form S-8 has been signed by the following persons in the 
capacities and on the dates indicated.


/s/ John J. Meakem, Jr.      Chairman of the Board,       July 31, 1998
-------------------------    President and Chief
John J. Meakem, Jr.          Executive Officer 
                             (Principal Executive
                             Officer)

/s/ Michael O'Connell        Executive Vice               July 31, 1998
-------------------------    President, Chief
Michael O'Connell            Financial and
                             Administrative Officer
                             (Principal Financial and
                             Accounting Officer)

/s/ Carl Ehmann              Director                     July 31, 1998
-------------------------
Carl Ehmann

/s/ Jorge Heller             Director                     July 31, 1998
-------------------------
Jorge Heller

/s/ Peter Riepenhausen       Director                     July 31, 1998
-------------------------
Peter Riepenhausen

/s/ Toby Rosenblatt          Director                     July 31, 1998
-------------------------
Toby Rosenblatt

/s/ Gregory H. Turnbull      Director                     July 31, 1998
-------------------------
Gregory H. Turnbull

/s/ C. Anthony Wainwright    Director                     July 31, 1998
-------------------------
C. Anthony Wainwright

/s/ Dennis Winger            Director                     July 31, 1998
-------------------------
Dennis Winger



<PAGE>
                            INDEX TO EXHIBITS

Item No.               Description of Item

 5       Opinion of Heller Ehrman White & McAuliffe

23.1     Consent of KPMG Peat Marwick LLP

23.2     Consent of Heller Ehrman White & McAuliffe
         (filed as part of Exhibit 5)

24.1     Power of Attorney (see signature page)

99.1     1992 Stock Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16768}]
{"company-data": {"conformed-name": "ADVANCED POLYMER SYSTEMS INC /DE/", "cik": "0000818033", "assigned-sic": "2821", "irs-number": "942875566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60585", "film-number": "98676845"}, "business-address": {"street1": "123 SAGINAW DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "415-366-26"}, "mail-address": {"street1": "123 SAGINAW DRIVE", "street2": "3696 HAVEN AVENUE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}}
As filed with the Securities and Exchange Commission on August 4, 1998
                         Registration No. 333-      

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                              FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933

                     Advanced Polymer Systems, Inc.
                     ------------------------------
        (Exact Name of Registrant as Specified in Its Charter)

Delaware                                                94-2875566
-------------------------------                -------------------
(State or Other Jurisdiction of                (I.R.S. Employer
 Incorporation or Organization)                Identification No.)

             123 Saginaw Drive, Redwood City, California 94063
             -------------------------------------------------
                  (Address of Principal Executive Offices)

                          1992 Stock Plan
                      ------------------------
                      (Full Title of the Plan)

                         Michael O'Connell
                      Chief Financial Officer
                   Advanced Polymer Systems, Inc.
                          123 Saginaw Drive
                  Redwood City, California  94063
              ---------------------------------------
              (Name and Address of Agent for Service)

                          (650) 366-2626
     -------------------------------------------------------------
      (Telephone Number, Including Area Code, of Agent for Service)

                            Copy to:
                      Richard A. Peers, Esq.
                 Heller Ehrman White & McAuliffe
                      525 University Avenue
                Palo Alto, California  94301-1908
                         (650) 324-7000

                 CALCULATION OF REGISTRATION FEE
=======================================================================
                            Proposed      Proposed
Title of                    Maximum       Maximum
Securities    Amount        Offering      Aggregate     Amount of
to be         to be         Price per     Offering      Registration
Registered    Registered    Share (1)     Price         Fee
-----------------------------------------------------------------------
Common 
Stock, par 
value $0.01   750,000       $5.69         $4,267,500.00 $1,259.00
=======================================================================
(1) Estimated solely for the purpose of computing the amount of 
registration fee pursuant to Rule 457(c) under the Securities Act, as 
amended, based on the average of the high and low prices of the 
Registrant's Common Stock reported on the Nasdaq National Market on 
August 3, 1998.
PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed or to be filed with the Securities and 
Exchange Commission (the "Commission") by the Registrant are incorporated 
by reference in this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1997;

(b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal 
quarter ended March 31, 1998;

(c)  The description of the Registrant's Common Stock contained in the 
registration statement on Form 8-A filed with the Commission on August 7, 
1987 pursuant to Section 12 of the Exchange Act of 1934, as amended (the 
"Exchange Act"); and

(d)  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 securities then 
remaining unsold.

Item 5.  Interests of Named Experts and Counsel

Heller Ehrman White and McAuliffe, counsel to the Company, has rendered 
an opinion with respect to the legality of the Common Stock issuable 
under the 1992 Stock Plan.  Julian N. Stern, the sole employee of a 
professional corporation that is a partner of Heller Ehrman White and 
McAuliffe, is the Secretary of the Company.  Mr. Stern owns beneficially 
179,635 shares and options to purchase 20,000 shares of the Company's 
Common Stock.

Item 6.  Indemnification of Directors and Officers

The Registrant has the power to indemnify its officers and directors 
against liability for certain acts pursuant to Section 145 of the General 
Corporation Law of the State of Delaware.  Section B of Article VI of the 
Registrant's Certificate of Incorporation provides:

"(1)  Right to Indemnification.  Each person who was or is made a party 
or is threatened to be made a party to or is involved in any action, suit 
or proceeding, whether civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), by reason of the fact that he or she, or a 
person of whom he or she is the legal representative, is or was a 
director or officer, of the Corporation or is or was serving at the 
request of the Corporation, as a director, officer, employee or agent of 
another corporation or of a partnership, joint venture, trust or other 
enterprise, including service with respect to employee benefit plans, 
whether the basis of such proceeding is alleged action in an official 
capacity as a director, officer, employee or agent or in any other 
capacity while serving as a director, officer, employee or agent, shall 
be indemnified and held harmless by the Corporation to the fullest extent 
authorized by the General Corporation Law of the State of Delaware, as 
the same exists or may hereafter be amended (but, in the case of any such 
amendment, only to the extent that such amendment permits the Corporation 
to provide broader indemnification rights than said law permitted the 
Corporation to provide prior to such amendment), against all expense, 
liability and loss (including attorneys' fees, judgments, fines, ERISA 
excise taxes or penalties and amounts paid or to be paid in settlement) 
reasonably incurred or suffered by such person in connection therewith 
and such indemnification shall continue as to a person who has ceased to 
be a director, officer, employee or agent and shall inure to the benefit 
of his or her heirs, executors and administrators; provided, however, 
that, the Corporation shall indemnify any such person seeking 
indemnification in connection with a proceeding (or part thereof) 
initiated by such person only if such proceeding (or part thereof) was 
authorized by the board of directors of the Corporation.  The right to 
indemnification conferred in this Section B shall be a contract right and 
shall include the right to be paid by the Corporation the expenses 
incurred in defending any such proceeding in advance of its final 
disposition; provided, however, that, if the General Corporation Law of 
the State of Delaware requires, the payment of such expenses incurred by 
a director or officer in his or her capacity as a director or officer 
(and not in any other capacity in which service was or is rendered by 
such person while a director or officer, including, without limitation, 
service to an employee benefit plan) in advance of the final disposition 
of a proceeding, shall be made only upon delivery to the Corporation of 
an undertaking, by or on behalf of such director or officer, to repay all 
amounts so advanced if it shall ultimately be determined that such 
director or officer is not entitled to be indemnified under this Section 
or otherwise.  The Corporation may, by action of its Board of Directors, 
provide indemnification to employees and agents of the Corporation with 
the same scope and effect as the foregoing indemnification of directors 
and officers.

(2)  Non-Exclusivity of Rights.  The right to indemnification and the 
payment of expenses incurred in defending a proceeding in advance of its 
final disposition conferred in this Section B shall not be exclusive of 
any other rights which any person may have or hereafter acquire under any 
statute, provisions of this Certificate of Incorporation, Bylaw, 
agreement, vote of stockholders or disinterested directors or otherwise.

(3)  Insurance.  The Corporation may maintain insurance, at its expense, 
to protect itself and any director, officer, employee or agent of the 
Corporation or another corporation, partnership, joint venture, trust or 
other enterprise against any such expense, liability or loss, whether or 
not the Corporation would have the power to indemnify such person against 
such expense, liability or loss under Delaware General Corporation Law."

Registrant maintains directors' and officers' liability insurance in the 
amount of $5,000,000 which covers civil liabilities.  Such insurance 
helps the Registrant to attract qualified officers and directors, by 
providing a means for the Company to pay the costs and expenses involved 
in the event civil litigation is brought against of one of the 
Registrant's officers or directors.

Item 8.  Exhibits

 5      Opinion of Heller Ehrman White & McAuliffe

23.1    Consent of KPMG Peat Marwick LLP

23.2    Consent of Heller Ehrman White & McAuliffe
        (filed as part of Exhibit 5)

24.1    Power of Attorney (see signature page)

99.1    1992 Stock Plan

Item 9.  Undertakings

A.  The undersigned Registrant hereby undertakes:

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

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

         (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;

         (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 A(1)(i) and A(1)(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 with or furnished 
to the Commission by the Registrant pursuant to Section 13 or 15(d) of 
the Exchange Act that are incorporated by reference in the Registration 
Statement.

    (2)  That, for the purpose of determining any liability under the 
Securities 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.  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Exchange Act that is incorporated by reference in the Registration 
Statement shall be deemed to be a new registration statement relating to 
the securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering thereof.

C.  Insofar as indemnification for liabilities arising under the 
Securities 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 
Commission such indemnification is against public policy as expressed in 
the Securities 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 Securities Act and will be governed by 
the final adjudication of such issue.
SIGNATURES

  Pursuant to the requirements of the Securities Act, 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 Redwood City, State of 
California, on this 31st day of July, 1998.

                                     ADVANCED POLYMER SYSTEMS, INC.

                                     By:  /s/ Michael O'Connell
                                          ---------------------
                                          Michael O'Connell
                                          Chief Financial Officer

                   POWER OF ATTORNEY TO SIGN AMENDMENTS

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below does hereby constitute and appoint John J. Meakem, Jr. and 
Michael P.J. O'Connell, or either of them, with full power of 
substitution, such person's true and lawful attorneys-in-fact and agents 
for such person in such person's name, place and stead, in any and all 
capacities, to sign any or all amendments (including post-effective 
amendments) to this Registration Statement on Form S-8 and to file the 
same, with all exhibits thereto, and other documents in connection 
therewith, with the Commission, granting unto said attorneys-in-fact and 
agents full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises in 
order to effectuate the same as fully, to all intents and purposes, as he 
or such person might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents may lawfully do or 
cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration 
Statement on Form S-8 has been signed by the following persons in the 
capacities and on the dates indicated.

/s/ John J. Meakem, Jr.      Chairman of the Board,       July 31, 1998
-------------------------    President and Chief
John J. Meakem, Jr.          Executive Officer 
                             (Principal Executive
                             Officer)

/s/ Michael O'Connell        Executive Vice               July 31, 1998
-------------------------    President, Chief
Michael O'Connell            Financial and
                             Administrative Officer
                             (Principal Financial and
                             Accounting Officer)

/s/ Carl Ehmann              Director                     July 31, 1998
-------------------------
Carl Ehmann

/s/ Jorge Heller             Director                     July 31, 1998
-------------------------
Jorge Heller

/s/ Peter Riepenhausen       Director                     July 31, 1998
-------------------------
Peter Riepenhausen

/s/ Toby Rosenblatt          Director                     July 31, 1998
-------------------------
Toby Rosenblatt

/s/ Gregory H. Turnbull      Director                     July 31, 1998
-------------------------
Gregory H. Turnbull

/s/ C. Anthony Wainwright    Director                     July 31, 1998
-------------------------
C. Anthony Wainwright

/s/ Dennis Winger            Director                     July 31, 1998
-------------------------
Dennis Winger
INDEX TO EXHIBITS

Item No.               Description of Item

 5       Opinion of Heller Ehrman White & McAuliffe

23.1     Consent of KPMG Peat Marwick LLP

23.2     Consent of Heller Ehrman White & McAuliffe
         (filed as part of Exhibit 5)

24.1     Power of Attorney (see signature page)

99.1     1992 Stock Plan