As filed with the Securities and Exchange Commission on December 12, 1996
                                              Registration No. 333-
==============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                         ------------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                     Under The Securities Act of 1933

                         ------------------------

                          PROTOCOL SYSTEMS, INC.
            (Exact name of registrant as specified in charter)

          Oregon                                            93-0913130
------------------------------------------------------------------------------
 (State or other jurisdiction of                          (IRS Employer 
 incorporation or organization)                         Identification No.)
                         ------------------------

   8500 S.W. Creekside Place, Beaverton, Oregon                    97008
------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)

                             (503) 526-8500
------------------------------------------------------------------------------
               (Registrant's phone number, including area code)

                         ----------------------- 

                          PROTOCOL SYSTEMS, INC.
                        1992 STOCK INCENTIVE PLAN

                         ------------------------

                               James B. Moon
                   President and Chief Executive Officer
                          Protocol Systems, Inc.
            8500 S.W. Creekside Place, Beaverton, Oregon 97008
                              (503) 526-8500
(Name, address, including zip code, and telephone number, including area code, 
                           of agent for service)

                         ------------------------

                               With copies to:
                          Gregory E. Struxness, Esq.
                   Ater Wynne Hewitt Dodson & Skerritt, LLP
                        222 S.W. Columbia, Suite 1800
                            Portland, Oregon 97201
                                (503) 226-1191

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
  Title of           Amount        Proposed          Proposed        Amount 
Securities to        to Be          Maximum           Maximum          of  
   to Be           Registered      Offering          Aggregate    Registration 
Registered                         Price Per         Offering         Fee
                                   Share (1)          Price (1)
------------------------------------------------------------------------------
Common Stock,
par value $.01    461,422 shares   $12.50          $5,767,775.00    $1,747.81
per share (2)
------------------------------------------------------------------------------


(1)      Estimated solely for the purpose of calculating the registration fee.
(2)      Including associated Preferred Stock Purchase Rights.  Prior to the  
         occurrence of certain events, the Preferred Stock Purchase Rights    
         will not be evidenced or traded separately from the Common Stock.  
==============================================================================

<PAGE>2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


This registration statement is filed in accordance with the provisions of 
General Instruction E to Form S-8 for the purpose of registering additional 
shares of common stock for offer and sale under the Protocol Systems, Inc. 
1992 Stock Incentive Plan, for which a registration statement on Form S-8 
(File No. 33-53992) is already effective.  Except to the extent that exhibits 
are filed herewith the contents of Protocol Systems, Inc.'s registration 
statement on Form S-8 (File No. 33-53992) are hereby incorporated by 
reference.

Item 8.  Exhibits 
------------------------------------------------------------------------------

      Number                              Description
     -------                             -------------


       4.1              Fourth Restated Articles of Incorporation of Protocol 
                        Systems, Inc. (incorporated by reference from the     
                        Company's Registration Statement on Form S-1 (File No. 
                        33-45067))

       4.2              Restated Bylaws of Protocol Systems, Inc.             
                        (incorporated by reference from the Company's         
                        Registration Statement on Form S-1 (File No. 33-      
                        45067))

       4.3              Rights Agreement dated March 20, 1992 between Protocol 
                        Systems, Inc. and First Interstate Bank of Oregon, N.A 
                        (incorporated by reference from the Company's         
                        Registration Statement on Form S-1 (File No. 33-      
                        45067))

       5.0              Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as 
                        to the legality of the securities being registered

      23.1              Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP   
                        (included in legal opinion filed as Exhibit 5.0)

      23.2              Consent of KPMG Peat Marwick LLP

      24.0              Powers of Attorney (included in signature page in Part 
                        II of the Registration Statement)

      99.0              Protocol Systems, Inc. 1992 Stock Incentive Plan, as  
                        amended

<PAGE>3
                                  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 authorized, 
in the City of Portland, State of Oregon, on the 11th day of December, 
1996.

                                    PROTOCOL SYSTEMS, INC.



                                    By: /s/ James B. Moon
                                        -------------------------------------
                                        James B. Moon
                                        President and Chief Executive
                                        Officer


                               POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below 
constitutes and appoints James B. Moon and Craig M. Swanson, and each of them 
singly, as true and lawful attorneys-in-fact and agents with full power of 
substitution and resubstitution, for him and in his name, place and stead, in 
any and all capacities to sign the registration statement filed herewith and 
any or all amendments to said registration statement (including post-effective 
amendments), and to file the same, with all exhibits thereto, and other 
documents in connection therewith, with the Securities and Exchange Commission 
granting unto said attorneys-in-fact and agents and each of them, full power 
and authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the foregoing, as fully to all intents and 
purposes as he or she might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents or any of them, or their 
or his substitute or substitutes, may lawfully do or cause to be done by 
virtue hereof.

Witness our hands on the date set forth below.

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.



                        [Signatures on following page]

<PAGE>4

      Signature                     Title                       Date



/s/ James B. Moon
------------------------------      Chairman of the Board,      12/11/96
James B. Moon                       President and Chief
                                    Executive Officer
                                    (Principal Executive
                                    Officer)


/s/ Craig M. Swanson
------------------------------      Vice President, Chief       12/11/96
Craig M. Swanson                    Accounting Officer and
                                    Secretary (Principal
                                    Financial and Accounting
                                    Officer)


/s/ David F. Bolender
------------------------------      Director                    12/11/96
David F. Bolender


/s/ William New, Jr., M.D.
------------------------------      Director                    12/11/96
William New, Jr., M.D.


/s/ Ronald S. Newbower
------------------------------      Director                    12/11/96
Ronald S. Newbower


/s/ Frank E. Samuel, Jr.
------------------------------      Director                    12/11/96
Frank E. Samuel, Jr.


/s/ Steven E. Wynne
-----------------------------      Director                     12/11/96
Steven E. Wynne

                               INDEX TO EXHIBITS


      Exhibit
      Number                Exhibit  
     --------              --------

       4.1        Fourth Restated Articles of Incorporation of Protocol       
                  Systems, Inc. (incorporated by reference from the Company's 
                  Registration Statement on Form S-1 (File No. 33-45067))

       4.2        Restated Bylaws of Protocol Systems, Inc. (incorporated by  
                  reference from the Company's Registration Statement on Form 
                  S-1 (File No. 33-45067))

       4.3        Rights Agreement dated March 20, 1992 between Protocol      
                  Systems, Inc. and First Interstate Bank of Oregon, N.A      
                  (incorporated by reference from the Company's Registration  
                  Statement on Form S-1 (File No. 33-45067))

       5.0        Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to   
                  the legality of the securities being registered

      23.1        Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP         
                  (included in legal opinion filed as Exhibit 5.0)

      23.2        Consent of KPMG Peat Marwick LLP

      24.0        Powers of Attorney (included in signature page in Part II of 
                  the Registration  Statement)

      99.0        Protocol Systems, Inc. 1992 Stock Incentive Plan, as amended
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10921}]
{"company-data": {"conformed-name": "PROTOCOL SYSTEMS INC/NEW", "cik": "0000883322", "assigned-sic": "3845", "irs-number": "930913130", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17705", "film-number": "96679613"}, "business-address": {"street1": "8500 S W CREEKSIDE PLACE", "city": "BEAVERTON", "state": "OR", "zip": "97008", "phone": "6126862500"}, "mail-address": {"street1": "8500 SW CREEKSIDE PLACE", "city": "BEAVERTON", "state": "OR", "zip": "97008"}}
As filed with the Securities and Exchange Commission on December 12, 1996
                                              Registration No. 333-
==============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                         ------------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                     Under The Securities Act of 1933

                         ------------------------

                          PROTOCOL SYSTEMS, INC.
            (Exact name of registrant as specified in charter)

          Oregon                                            93-0913130
------------------------------------------------------------------------------
 (State or other jurisdiction of                          (IRS Employer 
 incorporation or organization)                         Identification No.)
                         ------------------------

   8500 S.W. Creekside Place, Beaverton, Oregon                    97008
------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)

                             (503) 526-8500
------------------------------------------------------------------------------
               (Registrant's phone number, including area code)

                         ----------------------- 

                          PROTOCOL SYSTEMS, INC.
                        1992 STOCK INCENTIVE PLAN

                         ------------------------

                               James B. Moon
                   President and Chief Executive Officer
                          Protocol Systems, Inc.
            8500 S.W. Creekside Place, Beaverton, Oregon 97008
                              (503) 526-8500
(Name, address, including zip code, and telephone number, including area code, 
                           of agent for service)

                         ------------------------

                               With copies to:
                          Gregory E. Struxness, Esq.
                   Ater Wynne Hewitt Dodson & Skerritt, LLP
                        222 S.W. Columbia, Suite 1800
                            Portland, Oregon 97201
                                (503) 226-1191

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
  Title of           Amount        Proposed          Proposed        Amount 
Securities to        to Be          Maximum           Maximum          of  
   to Be           Registered      Offering          Aggregate    Registration 
Registered                         Price Per         Offering         Fee
                                   Share (1)          Price (1)
------------------------------------------------------------------------------
Common Stock,
par value $.01    461,422 shares   $12.50          $5,767,775.00    $1,747.81
per share (2)
------------------------------------------------------------------------------

(1)      Estimated solely for the purpose of calculating the registration fee.
(2)      Including associated Preferred Stock Purchase Rights.  Prior to the  
         occurrence of certain events, the Preferred Stock Purchase Rights    
         will not be evidenced or traded separately from the Common Stock.  
==============================================================================
2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This registration statement is filed in accordance with the provisions of 
General Instruction E to Form S-8 for the purpose of registering additional 
shares of common stock for offer and sale under the Protocol Systems, Inc. 
1992 Stock Incentive Plan, for which a registration statement on Form S-8 
(File No. 33-53992) is already effective.  Except to the extent that exhibits 
are filed herewith the contents of Protocol Systems, Inc.'s registration 
statement on Form S-8 (File No. 33-53992) are hereby incorporated by 
reference.

Item 8.  Exhibits 
------------------------------------------------------------------------------

      Number                              Description
     -------                             -------------

       4.1              Fourth Restated Articles of Incorporation of Protocol 
                        Systems, Inc. (incorporated by reference from the     
                        Company's Registration Statement on Form S-1 (File No. 
                        33-45067))

       4.2              Restated Bylaws of Protocol Systems, Inc.             
                        (incorporated by reference from the Company's         
                        Registration Statement on Form S-1 (File No. 33-      
                        45067))

       4.3              Rights Agreement dated March 20, 1992 between Protocol 
                        Systems, Inc. and First Interstate Bank of Oregon, N.A 
                        (incorporated by reference from the Company's         
                        Registration Statement on Form S-1 (File No. 33-      
                        45067))

       5.0              Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as 
                        to the legality of the securities being registered

      23.1              Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP   
                        (included in legal opinion filed as Exhibit 5.0)

      23.2              Consent of KPMG Peat Marwick LLP

      24.0              Powers of Attorney (included in signature page in Part 
                        II of the Registration Statement)

      99.0              Protocol Systems, Inc. 1992 Stock Incentive Plan, as  
                        amended
3
                                  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 authorized, 
in the City of Portland, State of Oregon, on the 11th day of December, 
1996.

                                    PROTOCOL SYSTEMS, INC.

                                    By: /s/ James B. Moon
                                        -------------------------------------
                                        James B. Moon
                                        President and Chief Executive
                                        Officer

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below 
constitutes and appoints James B. Moon and Craig M. Swanson, and each of them 
singly, as true and lawful attorneys-in-fact and agents with full power of 
substitution and resubstitution, for him and in his name, place and stead, in 
any and all capacities to sign the registration statement filed herewith and 
any or all amendments to said registration statement (including post-effective 
amendments), and to file the same, with all exhibits thereto, and other 
documents in connection therewith, with the Securities and Exchange Commission 
granting unto said attorneys-in-fact and agents and each of them, full power 
and authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the foregoing, as fully to all intents and 
purposes as he or she might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents or any of them, or their 
or his substitute or substitutes, may lawfully do or cause to be done by 
virtue hereof.

Witness our hands on the date set forth below.

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.

                        [Signatures on following page]
4

      Signature                     Title                       Date

/s/ James B. Moon
------------------------------      Chairman of the Board,      12/11/96
James B. Moon                       President and Chief
                                    Executive Officer
                                    (Principal Executive
                                    Officer)

/s/ Craig M. Swanson
------------------------------      Vice President, Chief       12/11/96
Craig M. Swanson                    Accounting Officer and
                                    Secretary (Principal
                                    Financial and Accounting
                                    Officer)

/s/ David F. Bolender
------------------------------      Director                    12/11/96
David F. Bolender

/s/ William New, Jr., M.D.
------------------------------      Director                    12/11/96
William New, Jr., M.D.

/s/ Ronald S. Newbower
------------------------------      Director                    12/11/96
Ronald S. Newbower

/s/ Frank E. Samuel, Jr.
------------------------------      Director                    12/11/96
Frank E. Samuel, Jr.

/s/ Steven E. Wynne
-----------------------------      Director                     12/11/96
Steven E. Wynne

                               INDEX TO EXHIBITS

      Exhibit
      Number                Exhibit  
     --------              --------

       4.1        Fourth Restated Articles of Incorporation of Protocol       
                  Systems, Inc. (incorporated by reference from the Company's 
                  Registration Statement on Form S-1 (File No. 33-45067))

       4.2        Restated Bylaws of Protocol Systems, Inc. (incorporated by  
                  reference from the Company's Registration Statement on Form 
                  S-1 (File No. 33-45067))

       4.3        Rights Agreement dated March 20, 1992 between Protocol      
                  Systems, Inc. and First Interstate Bank of Oregon, N.A      
                  (incorporated by reference from the Company's Registration  
                  Statement on Form S-1 (File No. 33-45067))

       5.0        Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to   
                  the legality of the securities being registered

      23.1        Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP         
                  (included in legal opinion filed as Exhibit 5.0)

      23.2        Consent of KPMG Peat Marwick LLP

      24.0        Powers of Attorney (included in signature page in Part II of 
                  the Registration  Statement)

      99.0        Protocol Systems, Inc. 1992 Stock Incentive Plan, as amended