File No. 33-________

As filed with the Securities  and Exchange  Commission on December 31, 1996.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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


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

                 LUXTEC CORPORATION 1992 STOCK PLAN, AS AMENDED
        LUXTEC CORPORATION 1993 EMPLOYEE STOCK PURCHASE 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                      130,000                    $2.719                     $353,470          $107.11
$0.01 par value per share

1993 Employee Stock
Purchase Plan

Common Stock                      50,000                     $2.719                      $135,950          $41.20
$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 the 1993 Employee  Stock  Purchase Plan,
respectively,  or at what  price  such  shares  will  be  purchased.  The  above
calculation is based on the offering of 130,000 and 50,000 shares, respectively,
at a purchase price of $2.719 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 December 31, 1996.


<PAGE>



Incorporation by Reference

         The  contents of Luxtec  Corporation's  registration  statement on Form
S-8, registration no. 33-83510, as filed with the Commission on August 31, 1994,
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 & Gould 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.

10.3 Luxtec  Corporation  1993 Employee Stock Purchase Plan (filed as Appendix A
     to  the   Registrant's   Proxy   Statement  dated  February  25,  1994  and
     incorporated herein by reference).

10.4 Amendment No. 1 to the 1993 Employee Stock Purchase Plan.

23.1 Consent of Arthur Andersen LLP.

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

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




<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Worcester,  Commonwealth  of  Massachusetts,  on the
31st day of December, 1996.

                                    LUXTEC CORPORATION


                                    By:  s/s James W. Hobbs
                                         James W. Hobbs
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

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

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

Signature                     Title                                 Date

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

s/s James Berado
____________________      Director                           December 31, 1996
 James Berardo

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

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

s/s Patrick G. Phillipps
____________________      Director                           December 31, 1996
 Patrick G. Phillipps

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

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

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

<PAGE>


                                  EXHIBIT INDEX

         Exhibit


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

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

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

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

10.1 Luxtec Corporation 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.

10.3 Luxtec  Corporation  1993 Employee Stock Purchase Plan (filed as Appendix A
     to  the   Registrant's   Proxy   Statement  dated  February  25,  1994  and
     incorporated herein by reference).

10.4 Amendment No. 1 to the 1993 Employee Stock Purchase Plan.

23.1 Consent of Arthur Andersen LLP.

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

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




<PAGE>





                                                            Exhibit 5


                               December 31, 1996


Luxtec Corporation
326 Clark Street
Worcester, Massachusetts  01606-1214

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration, pursuant
to a  Registration  Statement on Form S-8 under the  Securities  Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange  Commission on
December 31, 1996 (the  "Registration  Statement"),  of (i) 130,000 shares (the
"1992 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 "1992 Plan"),  and (ii) 50,000
shares (the "1993  Shares" and together  with the 1992 Shares,  the "Shares") of
Common  Stock of the Company  which are or will be issuable to  employees of the
Company who purchase such Common Stock  pursuant to the Company's  1993 Employee
Stock  Purchase  Plan,  as amended (the "1993 Plan" and  together  with the 1992
Plan, the "Plans").

         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 Plans were or will be validly  granted
in accordance  with the terms of the Plans 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 Plans.

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

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

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

                                Very truly yours,



                                                     BINGHAM, DANA & GOULD LLP



<PAGE>


                                                       

                                                               Exhibit 10.2


                                AMENDMENT NO. 1
                                       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  "100,000"  contained  in the sixth line  therein  and
     replacing it with the number "300,000".

3.   Amendment to Section 6(C).  Section 6(C) of the 1992 Plan is hereby amended
     by adding the following to the end of such section:

     "No more than 100,000 Options may be granted to any one individual under 
     the Plan in any calendar year."

4.   Authorization  and  Ratification.  This Amendment Number 1 to the 1992 Plan
     was authorized by a vote of the Board of Directors of Luxtec Corporation on
     December 8, 1994 and ratified by a vote of the  shareholders on October 20,
     1995.





<PAGE>



                                                                Exhibit 10.4


                               AMENDMENT NO. 1
                                      TO
               LUXTEC CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN


         The Luxtec  Corporation  1993 Employee  Stock  Purchase Plan (the "1993
Plan") is hereby amended pursuant to the following terms and conditions:

1.   Definitions.  Terms  defined  in the 1993  Plan and not  otherwise  defined
     herein shall have the respective meanings set forth in the 1993 Plan.

2.   Amendment  to  Article 4.  Article 4 of the 1993 Plan is hereby  amended by
     deleting  the number  "25,000"  contained  in the fourth  line  therein and
     replacing it with the number "75,000".

3.   Amendment  to  Article 5.  Article 5 of the 1993 Plan is hereby  amended by
     deleting the number "500" contained in the third, eighth,  ninth, and tenth
     lines of the second paragraph  therein,  respectively,  and replacing it in
     each such case with the number "1,000".

4.   Amendment  to  Article 6.  Article 6 of the 1993 Plan is hereby  amended by
     deleting the number "500" contained in the fifth line therein and replacing
     it with the number "1,000".

5.   Authorization  and  Ratification.  This Amendment Number 1 to the 1993 Plan
     was authorized by a vote of the Board of Directors of Luxtec Corporation on
     December  14, 1995 and ratified by a vote of the  shareholders  on July 25,
     1996.




<PAGE>





                                                                Exhibit 23.1


                   Consent of Independent Public Accountants


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



                                                    ARTHUR ANDERSEN LLP


Boston, Massachusetts
December 31, 1996


<PAGE>
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File No. 33-________

As filed with the Securities  and Exchange  Commission on December 31, 1996.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                 LUXTEC CORPORATION 1992 STOCK PLAN, AS AMENDED
        LUXTEC CORPORATION 1993 EMPLOYEE STOCK PURCHASE 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                      130,000                    $2.719                     $353,470          $107.11
$0.01 par value per share

1993 Employee Stock
Purchase Plan

Common Stock                      50,000                     $2.719                      $135,950          $41.20
$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 the 1993 Employee  Stock  Purchase Plan,
respectively,  or at what  price  such  shares  will  be  purchased.  The  above
calculation is based on the offering of 130,000 and 50,000 shares, respectively,
at a purchase price of $2.719 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 December 31, 1996.
Incorporation by Reference

         The  contents of Luxtec  Corporation's  registration  statement on Form
S-8, registration no. 33-83510, as filed with the Commission on August 31, 1994,
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 & Gould 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.

10.3 Luxtec  Corporation  1993 Employee Stock Purchase Plan (filed as Appendix A
     to  the   Registrant's   Proxy   Statement  dated  February  25,  1994  and
     incorporated herein by reference).

10.4 Amendment No. 1 to the 1993 Employee Stock Purchase Plan.

23.1 Consent of Arthur Andersen LLP.

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

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

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Worcester,  Commonwealth  of  Massachusetts,  on the
31st day of December, 1996.

                                    LUXTEC CORPORATION

                                    By:  s/s James W. Hobbs
                                         James W. Hobbs
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

Signature                     Title                                 Date

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

s/s James Berado
____________________      Director                           December 31, 1996
 James Berardo

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

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

s/s Patrick G. Phillipps
____________________      Director                           December 31, 1996
 Patrick G. Phillipps

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

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

s/s James J. Goodman
___________________      Director                            December 31, 1996
 James J. Goodman
EXHIBIT INDEX

         Exhibit

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

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

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

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

10.1 Luxtec Corporation 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.

10.3 Luxtec  Corporation  1993 Employee Stock Purchase Plan (filed as Appendix A
     to  the   Registrant's   Proxy   Statement  dated  February  25,  1994  and
     incorporated herein by reference).

10.4 Amendment No. 1 to the 1993 Employee Stock Purchase Plan.

23.1 Consent of Arthur Andersen LLP.

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

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

                               December 31, 1996

Luxtec Corporation
326 Clark Street
Worcester, Massachusetts  01606-1214

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration, pursuant
to a  Registration  Statement on Form S-8 under the  Securities  Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange  Commission on
December 31, 1996 (the  "Registration  Statement"),  of (i) 130,000 shares (the
"1992 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 "1992 Plan"),  and (ii) 50,000
shares (the "1993  Shares" and together  with the 1992 Shares,  the "Shares") of
Common  Stock of the Company  which are or will be issuable to  employees of the
Company who purchase such Common Stock  pursuant to the Company's  1993 Employee
Stock  Purchase  Plan,  as amended (the "1993 Plan" and  together  with the 1992
Plan, the "Plans").

         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 Plans were or will be validly  granted
in accordance  with the terms of the Plans 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 Plans.

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

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

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

                                Very truly yours,

                                                     BINGHAM, DANA & GOULD LLP
Exhibit 10.2

                                AMENDMENT NO. 1
                                       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  "100,000"  contained  in the sixth line  therein  and
     replacing it with the number "300,000".

3.   Amendment to Section 6(C).  Section 6(C) of the 1992 Plan is hereby amended
     by adding the following to the end of such section:

     "No more than 100,000 Options may be granted to any one individual under 
     the Plan in any calendar year."

4.   Authorization  and  Ratification.  This Amendment Number 1 to the 1992 Plan
     was authorized by a vote of the Board of Directors of Luxtec Corporation on
     December 8, 1994 and ratified by a vote of the  shareholders on October 20,
     1995.
Exhibit 10.4

                               AMENDMENT NO. 1
                                      TO
               LUXTEC CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN

         The Luxtec  Corporation  1993 Employee  Stock  Purchase Plan (the "1993
Plan") is hereby amended pursuant to the following terms and conditions:

1.   Definitions.  Terms  defined  in the 1993  Plan and not  otherwise  defined
     herein shall have the respective meanings set forth in the 1993 Plan.

2.   Amendment  to  Article 4.  Article 4 of the 1993 Plan is hereby  amended by
     deleting  the number  "25,000"  contained  in the fourth  line  therein and
     replacing it with the number "75,000".

3.   Amendment  to  Article 5.  Article 5 of the 1993 Plan is hereby  amended by
     deleting the number "500" contained in the third, eighth,  ninth, and tenth
     lines of the second paragraph  therein,  respectively,  and replacing it in
     each such case with the number "1,000".

4.   Amendment  to  Article 6.  Article 6 of the 1993 Plan is hereby  amended by
     deleting the number "500" contained in the fifth line therein and replacing
     it with the number "1,000".

5.   Authorization  and  Ratification.  This Amendment Number 1 to the 1993 Plan
     was authorized by a vote of the Board of Directors of Luxtec Corporation on
     December  14, 1995 and ratified by a vote of the  shareholders  on July 25,
     1996.
Exhibit 23.1

                   Consent of Independent Public Accountants

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

                                                    ARTHUR ANDERSEN LLP

Boston, Massachusetts
December 31, 1996