Registration No. 333-












                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                       PALOMAR MEDICAL TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S>     <C>                                                                                      <C>

        Delaware                                                                                     04-3128178
-------------------------------                                                                  ----------------
(State or Other Jurisdiction of                                                                  (I.R.S. Employer
Incorporation or Organization)                                                                   Identification No.)

82 Cambridge St., Burlington, Massachusetts                                                           01803
-------------------------------------------                                                      -----------------
(Address of Principal Executive Offices)                                                            (Zip Code)
</TABLE>

                 Palomar Medical Technologies, Inc. 401(k) Plan
                 ----------------------------------------------
                            (Full Title of the Plans)

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

                               Sarah Burgess Reed
                                 General Counsel

                       Palomar Medical Technologies, Inc.
                                82 Cambridge St.
                         Burlington, Massachusetts 01803
                     (Name and Address of Agent For Service)

                                 (781) 993-2300
          (Telephone Number, Including Area Code, of Agent For Service)
                              --------------------







<PAGE>






                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>  <C>                  <C>               <C>                       <C>                       <C>

                                                                       Proposed
      Title of                              Proposed                    Maximum
     Securities            Amount           Maximum                    Aggregate                 Amount of
        to be              to be            Offering Price             Offering                  Registration
     Registered            Registered       Per Share                   Price                    Fee
------------------------------------------------------------------------------------------------------------

Common Stock               157,143(1)       $2.453125(2)              $385,491(2)                 $116.82
($.01 par value)           shares
</TABLE>



     (1) Represents  additional  shares of Common Stock issuable pursuant to the
Palomar Medical Technologies, Inc. 401(k) Plan.

     (2)  Estimated  pursuant to Rule 457(c) and (h) based on the average of the
high and low prices of our Common  Stock as reported on the Nasdaq  Stock Market
on February 11, 2000.


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


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are incorporated in this registration statement by reference:

          (a) the  description of Palomar  Medical  Technologies,  Inc.'s common
     stock  contained in the  registration  statement on Form 8-A filed with the
     Commission  on June 6, 1992,  as amended by Form 8 on  December  17,  1992,
     under  Section 12 of the  Securities  Exchange Act of 1934,  including  any
     amendment or report filed for the purpose of updating such description;

          (b) Palomar  Medical  Technologies,  Inc.'s Annual Report on Form 10-K
     and 10-K/A-1 for the fiscal year ended on December  31, 1999, as filed with
     the Commission on March 27, 2000.

         All documents subsequently filed by Palomar Medical Technologies,  Inc.
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended,  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 part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The audited  financial  statements  incorporated  by  reference in this
registration  statement and elsewhere in the  registration  statement  have been
audited by Arthur Andersen LLP, independent public accountants,  as indicated in
their report with respect thereto, and are included herein upon the authority of
said Firm as experts in accounting and auditing.

     The validity of the securities  registered  hereby is being passed upon for
Palomar  Medical  Technologies,  Inc. by Sarah Reed,  General Counsel to Palomar
Medical Technologies, Inc.


                                        2
<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware  General   Corporation  Law,  Section  102(b)(7),   enables  a
corporation in its original certificate of incorporation or an amendment thereto
validly  approved by  stockholders  to eliminate or limit personal  liability of
members of its Board of Directors for violations of a director's  fiduciary duty
of care. However,  the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty,  failure to act in good faith, engaging in
intentional  misconduct  or  knowingly  violating  a law,  paying a dividend  or
approving a stock  repurchase  which was deemed illegal or obtaining an improper
personal benefit.  Palomar's Certificate of Incorporation includes the following
language:

         "To the maximum  extent  permitted by Section  102(b)(7) of the General
         Corporation Laws of Delaware,  a director of this corporation shall not
         be  personally  liable  to  the  corporation  or its  stockholders  for
         monetary damages for breach of fiduciary duty as a director, except for
         liability (i) for any breach of the  director's  duty of loyalty to the
         corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under Section 174 of the Delaware  General  Corporation Law,
         or (iv) for any transaction from which the director derived an improper
         personal benefit."

         Section  145 of the  General  Corporation  Law of the State of Delaware
generally  provides  that a corporation  may  indemnify  any director,  officer,
employee  or agent  against  expenses,  judgments,  fines  and  amounts  paid in
settlement in connection  with any action  against him by reason of his being or
having been such a  director,  officer,  employee or agent,  if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation  and, with respect to any criminal  action,  had no
reasonable cause to believe his conduct was unlawful.  No indemnification  shall
be made,  however,  if he is adjudged liable for negligence or misconduct in the
performance of his duty to the corporation, unless a court determines that he is
nevertheless  entitled to indemnification.  If he is successful on the merits or
otherwise in defending the action,  the  corporation  must indemnify him against
expenses actually and reasonably incurred by him. Article IX of Palomar's Bylaws
provides indemnification as follows:

Indemnification
---------------

SECTION 1. Actions,  Etc. Other Than by or in the Right of the Corporation.  The
Corporation shall, to the full extent legally permissible,  indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  including a grand jury  proceeding,  and all
appeals (but excluding any such action, suit or proceeding by or in the right of
the  Corporation),  by reason of the fact that such person is or was a director,
executive  officer (as  hereinafter  defined) or advisory  council member of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a

                                        3

<PAGE>

manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe the  conduct in  question  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption that such person did not act in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  that such person had reasonable cause to believe
that the  conduct in  question  was  unlawful.  As used in this  Article  IX, an
"executive  officer" of the  Corporation  is the  president,  treasurer,  a vice
president given the title of executive vice president, or any officer designated
as such pursuant to vote of the Board of Directors.

SECTION 2. Actions. Etc. by or in the Right of the Corporation.  The Corporation
shall, to the full extent legally  permissible,  indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action  or  suit,  including  appeals,  by or in  the  right  of  the
Corporation to procure a judgment in its favor,  by reason of the fact that such
person is or was a director or executive  officer of the  Corporation as defined
in  Section  1 of this  Article,  or is or was  serving  at the  request  of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3. Determination of Right of  Indemnification.  Any indemnification of a
director or officer (unless ordered by a court) shall be made by the Corporation
only  as  authorized  in the  specific  case  upon  a  determination  that  such
indemnification is proper in the circumstances because the director or executive
officer  has met the  applicable  standard of conduct as set forth in Sections 1
and 2 hereof.  Such a determination shall be reasonably and promptly made (i) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not  parties to such  action,  suit or  proceeding,  or (ii) (if such a
quorum is not  obtainable,  or, even if obtainable if a quorum of  disinterested
directors so directs) by  independent  legal  counsel in a written  opinion,  or
(iii) by the stockholders.

SECTION 4. Indemnification Against Expenses of Successful Party. Notwithstanding
any other provision of this Article, to the extent that a director or officer of
the  Corporation  has  been  successful  in whole  or in part on the  merits  or
otherwise, including the dismissal of an action without prejudice, in defense of
any  action,  suit or  proceeding  or in defense  of any claim,  issue or matter
therein,  such person  shall be  indemnified  against all  expenses  incurred in
connection therewith.

                                        4

<PAGE>

SECTION 5. Advances of Expenses.  Expenses  incurred by a director or officer in
any action,  suit or proceeding  shall be paid by the  Corporation in advance of
the final  disposition of thereof,  if such person shall undertake to repay such
amount in the event that it is ultimately  determined,  as provided herein, that
such person is not entitled to  indemnification.  Notwithstanding the foregoing,
no advance shall be made by the Corporation if a determination is reasonably and
promptly  made (i) by the Board of Directors  by a majority  vote of a quorum of
disinterested directors, or (ii) (if such a quorum is not obtainable or, even if
obtainable,  if a quorum of  disinterested  directors so directs) by independent
legal  counsel in a written  opinion,  that,  based upon the facts  known to the
Board of Directors or such counsel at the time such  determination is made, such
person  has not met the  relevant  standards  set forth for  indemnification  in
Section 1 or 2, as the case may be.

SECTION  6.  Right  to   Indemnification   Upon   Application:   Procedure  Upon
Application.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this
Article shall be made  promptly,  and in any event within ninety days,  upon the
written request of the person seeking to be indemnified,  unless a determination
is reasonably and promptly made by the Board of Directors that such person acted
in a manner set forth in such  Sections so as to justify the  Corporation's  not
indemnifying  such person or making  such an advance.  In the event no quorum of
disinterested  directors is  obtainable,  the Board of Directors  shall promptly
appoint  independent  legal  counsel to decide  whether the person  acted in the
manner  set  forth in such  Sections  so as to  justify  the  Corporation's  not
indemnifying such person or making such an advance. The right to indemnification
or advances as granted by this Article  shall be  enforceable  by such person in
any court of competent  jurisdiction,  if the Board of Directors or  independent
legal  counsel  denies  the  claim  therefor,  in  whole  or in  part,  or if no
disposition of such claim is made within ninety days.

SECTION 7. Other Right and Remedies: Continuation of Rights. The indemnification
and  advancement  of  expenses  provided  by this  Article  shall  not be deemed
exclusive of any other  rights to which any person  seeking  indemnification  or
advancement  of expenses  may be entitled  under any Bylaw,  agreement,  Vote of
stockholders  or  disinterested  directors,  the General  Corporation Law of the
State of  Delaware or  otherwise,  both as to action in such  person's  official
capacity and as to action in another  capacity  while  holding such office.  All
rights to  indemnification  or advancement under this Article shall be deemed to
be in the nature of  contractual  rights  bargained for and  enforceable by each
director  and  executive  officer as defined  in Section 1 of this  Article  who
serves in such  capacity  at any time  while  this  Article  and other  relevant
provisions  of the General  Corporation  Law of the State of Delaware  and other
applicable laws, if any, are in effect. All right to indemnification  under this
Article or  advancement of expenses shall continue as to a person who has ceased
to be a director  or  executive  officer,  and shall inure to the benefit of the
heirs,  executors and administrators of such a person. No repeal or modification
of this  Article  shall  adversely  affect any such rights or  obligations  then
existing with respect to any state of facts then or theretofore  existing or any
action,  suit or proceeding  theretofore or thereafter brought based in whole or
in part upon any such state of facts.  The Corporation  shall also indemnify any
person  for  attorneys'  fees,  costs,  and  expenses  in  connection  with  the
successful enforcement of such person's rights under this Article.

SECTION 8. Other Indemnities.  The Board of Directors may, by general vote or by
vote  pertaining  to a specific  officer,  employee or agent,  advisory  council
member or class thereof,


                                        5

<PAGE>

authorize indemnification of the Corporation's employees and agents, in addition
to those executive  officers and to whatever extent it may determine,  which may
be in the same manner and to the same extent provided above.

SECTION 9.  Insurance.  Upon  resolution  passed by the Board of Directors,  the
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was a director,  officer,  employee,  advisory council member or agent of the
Corporation,  or is or was  serving  at the  request  of the  Corporation,  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the Corporation would have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

SECTION  10.  Constituent  Corporations.  For  the  purposes  of  this  Article,
reference  to "the  Corporation"  shall  include,  in addition to the  resulting
corporation,  any  constituent  corporations  (including  any  constituent  of a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such a  constituent  corporation  or is or was  serving  at the  request of such
constituent  corporation  as a  director  or  officer  of  another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the  provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

SECTION 11.  Savings  Clause.  If this  Article or any portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each director,  executive  officer,
advisory  council  member,  and those  employees  and agents of the  Corporation
granted  indemnification  pursuant to Section 3 hereof as to expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  including  a grand jury  proceeding,  and all  appeals,  and any
action  by the  Corporation,  to the full  extent  permitted  by any  applicable
portion of this  Article  that shall not have been  invalidated  or by any other
applicable law.

SECTION 12. Other Enterprises.  Fines. and Serving at Corporation's Request. For
purposes  of this  Article,  references  to "other  enterprises"  shall  include
employee  benefit  plans;  references  to "fines" shall include any excise taxes
assessed on a person with respect to any employee  benefit plan;  and references
to "serving at the request of the  Corporation"  shall  include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to any employee benefit plan, its participants,  or beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and  beneficiaries of any employee benefit plan
shall be deemed to have acted in a manner not opposed to the best  interests  of
the Corporation" as referred to in this Article.

                                        6

<PAGE>

         In addition,  Palomar  maintains a directors'  and officers'  insurance
policy that covers  certain  liabilities  of directors  and officers of Palomar,
including liabilities under the Securities Act of 1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

                  The following documents have been previously filed as Exhibits
and are incorporated herein by reference except those exhibits indicated with an
asterisk which are filed herewith:

Exhibit No.       Description
-----------       -----------

     4(a)    Specimen  certificate for the Common Stock,  incorporated by
             reference to Exhibit No. 4.1 of the Company's  Annual Report on
             Form  10-K for the fiscal year ending December 31, 1999 filed on
             March 27, 2000.

     4(b)    The Company's 401(k) Plan,  incorporated by reference to Exhibit
             99(h) of the Company's Form S-8  Registration No. 33-97710 filed on
             October 4, 1995.

     5*      Opinion of General Counsel of Palomar regarding legality of
             shares registered hereunder.

     23(a)*  Consent of Arthur Andersen LLP, independent public accountants.

     23(b)*  Consent of General Counsel of Palomar (included in Exhibit 5).

     23(c)*  Power of Attorney (contained on the signature page).

ITEM 9. UNDERTAKINGS.

         1. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  will  be  deemed  to  be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.

                                        7


<PAGE>



         2.       The undersigned registrant hereby undertakes:

                  (a) 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;

                    (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               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 2 (a)(1)(i) and 2 (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 Securities
Exchange Act of 1934 that are incorporated by reference herein.

                  (b) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such post-effective amendment will 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) 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.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 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

                                        8

<PAGE>

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.

                                        9


<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  Burlington,  Commonwealth  of  Massachusetts,  on
March 28, 2000

                                              PALOMAR MEDICAL TECHNOLOGIES, INC.


                                              By: /s/  Louis P. Valente
                                                  ------------------------------
                                                  Louis P. Valente
                                                  President and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below hereby  constitutes  and appoints  Sarah Burgess Reed his true and
lawful  attorney-in-fact and agent with full power of substitution,  for him and
in his name, place and stead, in any and all exhibits thereto, and all documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which they may deem  necessary  or  advisable to be
done in connection with this Registration  Statement as fully to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorney-in-fact and agent, or any substitute may lawfully do or cause
to be done by virtue hereof.

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

                Signature                                       Title                                  Date
                ---------                                       -----                                  ----

  /s/  Louis P. Valente                      President and Chief Executive                      March 28, 2000
  --------------------------------------     Officer
  Louis P. Valente

  /s/  Joseph P. Caruso                      Chief  Financial Officer and Treasurer             March 28, 2000
  --------------------------------------     (Principal Financial Officer )
  Joseph P. Caruso

  /s/  Nicholas P. Economou                  Director                                           March 28, 2000
  --------------------------------------
  Nicholas P. Economou

  /s/ A. Neil Pappalardo                     Director                                           March 28, 2000
  --------------------------------------
  A. Neil Pappalardo

  /s/ James G. Martin                        Director                                           March 28, 2000
  --------------------------------------
  James G. Martin
</TABLE>

                                                        10
<PAGE>
                                 EXHIBIT INDEX
                                 -------------


Exhibit No.       Description
-----------       -----------

     4(a)    Specimen  certificate for the Common Stock,  incorporated by
             reference to Exhibit No. 4.1 of the Company's  Annual Report on
             Form  10-K for the fiscal year ending December 31, 1999 filed on
             March 27, 2000.

     4(b)    The Company's 401(k) Plan,  incorporated by reference to Exhibit
             99(h) of the Company's Form S-8  Registration No. 33-97710 filed on
             October 4, 1995.

     5*      Opinion of General Counsel of Palomar regarding legality of
             shares registered hereunder.

     23(a)*  Consent of Arthur Andersen LLP, independent public accountants.

     23(b)*  Consent of General Counsel of Palomar (included in Exhibit 5).

     23(c)*  Power of Attorney (contained on the signature page).



<PAGE>

                               EXHIBIT 5 & 23(b)





March 28, 2000

Palomar Medical Technologies, Inc.
82 Cambridge Street
Burlington, MA 01803

Gentlemen:

     I am  familiar  with the  Registration  Statement  on Form  S-8  (the  "S-8
Registration  Statement")  to which this  opinion is an exhibit,  to be filed by
Palomar Medical Technologies, Inc., a Delaware corporation (the "Company"), with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended.  The S-8  Registration  Statement  relates to a total of 157,143 shares
(the "Shares") of the Company's Common Stock,  $.01 par value per share ("Common
Stock"), issuable pursuant to the Company's 401(k) Plan.

     In arriving at the opinion  expressed  below, I have examined and relied on
the following documents:

          (1) the Certificate of Incorporation  and By Laws of the Company, each
          as amended as of the date hereof; and

          (2) the records of meetings and consents of the Board of Directors and
          stockholders of the Company provided to us by the Company.

     In  addition,  I have  examined  and  relied  on the  originals  or  copies
certified or  otherwise  identified  to my  satisfaction  of all such  corporate
records of the  Company and such other  instruments  and other  certificates  of
public  officials,  officers and  representatives  of the Company and such other
persons,  and have made such investigations of law, as I have deemed appropriate
as a basis for the opinion expressed below.

     Based upon the  foregoing,  it is my opinion that the Company has corporate
power  adequate  for the  issuance  of the  Shares.  The  Company  has taken all
necessary  corporate  action  required to authorize the issuance and sale of the
Shares,  and when  certificates  for the  Shares  have  been duly  executed  and
countersigned and delivered,  such shares will be legally issued, fully paid and
non-assessable.

     I hereby  consent  to the  filing of this  opinion as an exhibit to the S-8
Registration Statement.


                                              Sincerely,


                                              /s/ Sarah Burgess Reed
                                              ----------------------------------
                                              Sarah Burgess Reed
                                              General Counsel
                                              Palomar Medical Technologies, Inc.

<PAGE>

                                 Exhibit 23(a)

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report  included  in  this  Form  10-K,  into  the  Company's  previously  filed
Registration Statements, File Numbers 33-47479,  33-879650,  33-96436, 33-97710,
33-97760,  33-99792,  33-99794,  333-000140,   333-001070,  333-3424,  333-5781,
333-7097,  333-10681,  333-18003,  333-87908,  33-97710,  333-18347,  333-21095,
333-22725, 333-25209, 333-28251, 333-42129, 333-55821, 333-57261, 333-57403, and
333-70391.

                                                             ARTHUR ANDERSEN LLP

Boston, Massachusetts
March 23, 1999
[{"type": "S-8", "sequence": "1", "description": "401K PLAN", "secsgml_size_bytes": 35178}]
{"company-data": {"conformed-name": "PALOMAR MEDICAL TECHNOLOGIES INC", "cik": "0000881695", "assigned-sic": "3845", "irs-number": "043128178", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33390", "film-number": "580913"}, "business-address": {"street1": "82 CAMBRIDGE STREET", "street2": "SUITE 1", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "7819932300"}, "mail-address": {"street1": "45 HARTWELL AVENUE", "city": "LEXINGTON", "state": "MA", "zip": "02421"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                       PALOMAR MEDICAL TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)
Delaware                                                                                     04-3128178
-------------------------------                                                                  ----------------
(State or Other Jurisdiction of                                                                  (I.R.S. Employer
Incorporation or Organization)                                                                   Identification No.)

82 Cambridge St., Burlington, Massachusetts                                                           01803
-------------------------------------------                                                      -----------------
(Address of Principal Executive Offices)                                                            (Zip Code)
Palomar Medical Technologies, Inc. 401(k) Plan
                 ----------------------------------------------
                            (Full Title of the Plans)

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

                               Sarah Burgess Reed
                                 General Counsel

                       Palomar Medical Technologies, Inc.
                                82 Cambridge St.
                         Burlington, Massachusetts 01803
                     (Name and Address of Agent For Service)

                                 (781) 993-2300
          (Telephone Number, Including Area Code, of Agent For Service)
                              --------------------
CALCULATION OF REGISTRATION FEE
Proposed
      Title of                              Proposed                    Maximum
     Securities            Amount           Maximum                    Aggregate                 Amount of
        to be              to be            Offering Price             Offering                  Registration
     Registered            Registered       Per Share                   Price                    Fee
------------------------------------------------------------------------------------------------------------

Common Stock               157,143(1)       $2.453125(2)              $385,491(2)                 $116.82
($.01 par value)           shares
(1) Represents  additional  shares of Common Stock issuable pursuant to the
Palomar Medical Technologies, Inc. 401(k) Plan.

     (2)  Estimated  pursuant to Rule 457(c) and (h) based on the average of the
high and low prices of our Common  Stock as reported on the Nasdaq  Stock Market
on February 11, 2000.

                  -------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are incorporated in this registration statement by reference:

          (a) the  description of Palomar  Medical  Technologies,  Inc.'s common
     stock  contained in the  registration  statement on Form 8-A filed with the
     Commission  on June 6, 1992,  as amended by Form 8 on  December  17,  1992,
     under  Section 12 of the  Securities  Exchange Act of 1934,  including  any
     amendment or report filed for the purpose of updating such description;

          (b) Palomar  Medical  Technologies,  Inc.'s Annual Report on Form 10-K
     and 10-K/A-1 for the fiscal year ended on December  31, 1999, as filed with
     the Commission on March 27, 2000.

         All documents subsequently filed by Palomar Medical Technologies,  Inc.
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended,  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 part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The audited  financial  statements  incorporated  by  reference in this
registration  statement and elsewhere in the  registration  statement  have been
audited by Arthur Andersen LLP, independent public accountants,  as indicated in
their report with respect thereto, and are included herein upon the authority of
said Firm as experts in accounting and auditing.

     The validity of the securities  registered  hereby is being passed upon for
Palomar  Medical  Technologies,  Inc. by Sarah Reed,  General Counsel to Palomar
Medical Technologies, Inc.

                                        2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware  General   Corporation  Law,  Section  102(b)(7),   enables  a
corporation in its original certificate of incorporation or an amendment thereto
validly  approved by  stockholders  to eliminate or limit personal  liability of
members of its Board of Directors for violations of a director's  fiduciary duty
of care. However,  the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty,  failure to act in good faith, engaging in
intentional  misconduct  or  knowingly  violating  a law,  paying a dividend  or
approving a stock  repurchase  which was deemed illegal or obtaining an improper
personal benefit.  Palomar's Certificate of Incorporation includes the following
language:

         "To the maximum  extent  permitted by Section  102(b)(7) of the General
         Corporation Laws of Delaware,  a director of this corporation shall not
         be  personally  liable  to  the  corporation  or its  stockholders  for
         monetary damages for breach of fiduciary duty as a director, except for
         liability (i) for any breach of the  director's  duty of loyalty to the
         corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under Section 174 of the Delaware  General  Corporation Law,
         or (iv) for any transaction from which the director derived an improper
         personal benefit."

         Section  145 of the  General  Corporation  Law of the State of Delaware
generally  provides  that a corporation  may  indemnify  any director,  officer,
employee  or agent  against  expenses,  judgments,  fines  and  amounts  paid in
settlement in connection  with any action  against him by reason of his being or
having been such a  director,  officer,  employee or agent,  if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation  and, with respect to any criminal  action,  had no
reasonable cause to believe his conduct was unlawful.  No indemnification  shall
be made,  however,  if he is adjudged liable for negligence or misconduct in the
performance of his duty to the corporation, unless a court determines that he is
nevertheless  entitled to indemnification.  If he is successful on the merits or
otherwise in defending the action,  the  corporation  must indemnify him against
expenses actually and reasonably incurred by him. Article IX of Palomar's Bylaws
provides indemnification as follows:

Indemnification
---------------

SECTION 1. Actions,  Etc. Other Than by or in the Right of the Corporation.  The
Corporation shall, to the full extent legally permissible,  indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  including a grand jury  proceeding,  and all
appeals (but excluding any such action, suit or proceeding by or in the right of
the  Corporation),  by reason of the fact that such person is or was a director,
executive  officer (as  hereinafter  defined) or advisory  council member of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a

                                        3
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe the  conduct in  question  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption that such person did not act in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  that such person had reasonable cause to believe
that the  conduct in  question  was  unlawful.  As used in this  Article  IX, an
"executive  officer" of the  Corporation  is the  president,  treasurer,  a vice
president given the title of executive vice president, or any officer designated
as such pursuant to vote of the Board of Directors.

SECTION 2. Actions. Etc. by or in the Right of the Corporation.  The Corporation
shall, to the full extent legally  permissible,  indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action  or  suit,  including  appeals,  by or in  the  right  of  the
Corporation to procure a judgment in its favor,  by reason of the fact that such
person is or was a director or executive  officer of the  Corporation as defined
in  Section  1 of this  Article,  or is or was  serving  at the  request  of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3. Determination of Right of  Indemnification.  Any indemnification of a
director or officer (unless ordered by a court) shall be made by the Corporation
only  as  authorized  in the  specific  case  upon  a  determination  that  such
indemnification is proper in the circumstances because the director or executive
officer  has met the  applicable  standard of conduct as set forth in Sections 1
and 2 hereof.  Such a determination shall be reasonably and promptly made (i) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not  parties to such  action,  suit or  proceeding,  or (ii) (if such a
quorum is not  obtainable,  or, even if obtainable if a quorum of  disinterested
directors so directs) by  independent  legal  counsel in a written  opinion,  or
(iii) by the stockholders.

SECTION 4. Indemnification Against Expenses of Successful Party. Notwithstanding
any other provision of this Article, to the extent that a director or officer of
the  Corporation  has  been  successful  in whole  or in part on the  merits  or
otherwise, including the dismissal of an action without prejudice, in defense of
any  action,  suit or  proceeding  or in defense  of any claim,  issue or matter
therein,  such person  shall be  indemnified  against all  expenses  incurred in
connection therewith.

                                        4
SECTION 5. Advances of Expenses.  Expenses  incurred by a director or officer in
any action,  suit or proceeding  shall be paid by the  Corporation in advance of
the final  disposition of thereof,  if such person shall undertake to repay such
amount in the event that it is ultimately  determined,  as provided herein, that
such person is not entitled to  indemnification.  Notwithstanding the foregoing,
no advance shall be made by the Corporation if a determination is reasonably and
promptly  made (i) by the Board of Directors  by a majority  vote of a quorum of
disinterested directors, or (ii) (if such a quorum is not obtainable or, even if
obtainable,  if a quorum of  disinterested  directors so directs) by independent
legal  counsel in a written  opinion,  that,  based upon the facts  known to the
Board of Directors or such counsel at the time such  determination is made, such
person  has not met the  relevant  standards  set forth for  indemnification  in
Section 1 or 2, as the case may be.

SECTION  6.  Right  to   Indemnification   Upon   Application:   Procedure  Upon
Application.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this
Article shall be made  promptly,  and in any event within ninety days,  upon the
written request of the person seeking to be indemnified,  unless a determination
is reasonably and promptly made by the Board of Directors that such person acted
in a manner set forth in such  Sections so as to justify the  Corporation's  not
indemnifying  such person or making  such an advance.  In the event no quorum of
disinterested  directors is  obtainable,  the Board of Directors  shall promptly
appoint  independent  legal  counsel to decide  whether the person  acted in the
manner  set  forth in such  Sections  so as to  justify  the  Corporation's  not
indemnifying such person or making such an advance. The right to indemnification
or advances as granted by this Article  shall be  enforceable  by such person in
any court of competent  jurisdiction,  if the Board of Directors or  independent
legal  counsel  denies  the  claim  therefor,  in  whole  or in  part,  or if no
disposition of such claim is made within ninety days.

SECTION 7. Other Right and Remedies: Continuation of Rights. The indemnification
and  advancement  of  expenses  provided  by this  Article  shall  not be deemed
exclusive of any other  rights to which any person  seeking  indemnification  or
advancement  of expenses  may be entitled  under any Bylaw,  agreement,  Vote of
stockholders  or  disinterested  directors,  the General  Corporation Law of the
State of  Delaware or  otherwise,  both as to action in such  person's  official
capacity and as to action in another  capacity  while  holding such office.  All
rights to  indemnification  or advancement under this Article shall be deemed to
be in the nature of  contractual  rights  bargained for and  enforceable by each
director  and  executive  officer as defined  in Section 1 of this  Article  who
serves in such  capacity  at any time  while  this  Article  and other  relevant
provisions  of the General  Corporation  Law of the State of Delaware  and other
applicable laws, if any, are in effect. All right to indemnification  under this
Article or  advancement of expenses shall continue as to a person who has ceased
to be a director  or  executive  officer,  and shall inure to the benefit of the
heirs,  executors and administrators of such a person. No repeal or modification
of this  Article  shall  adversely  affect any such rights or  obligations  then
existing with respect to any state of facts then or theretofore  existing or any
action,  suit or proceeding  theretofore or thereafter brought based in whole or
in part upon any such state of facts.  The Corporation  shall also indemnify any
person  for  attorneys'  fees,  costs,  and  expenses  in  connection  with  the
successful enforcement of such person's rights under this Article.

SECTION 8. Other Indemnities.  The Board of Directors may, by general vote or by
vote  pertaining  to a specific  officer,  employee or agent,  advisory  council
member or class thereof,

                                        5
authorize indemnification of the Corporation's employees and agents, in addition
to those executive  officers and to whatever extent it may determine,  which may
be in the same manner and to the same extent provided above.

SECTION 9.  Insurance.  Upon  resolution  passed by the Board of Directors,  the
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was a director,  officer,  employee,  advisory council member or agent of the
Corporation,  or is or was  serving  at the  request  of the  Corporation,  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the Corporation would have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

SECTION  10.  Constituent  Corporations.  For  the  purposes  of  this  Article,
reference  to "the  Corporation"  shall  include,  in addition to the  resulting
corporation,  any  constituent  corporations  (including  any  constituent  of a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such a  constituent  corporation  or is or was  serving  at the  request of such
constituent  corporation  as a  director  or  officer  of  another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the  provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

SECTION 11.  Savings  Clause.  If this  Article or any portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each director,  executive  officer,
advisory  council  member,  and those  employees  and agents of the  Corporation
granted  indemnification  pursuant to Section 3 hereof as to expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  including  a grand jury  proceeding,  and all  appeals,  and any
action  by the  Corporation,  to the full  extent  permitted  by any  applicable
portion of this  Article  that shall not have been  invalidated  or by any other
applicable law.

SECTION 12. Other Enterprises.  Fines. and Serving at Corporation's Request. For
purposes  of this  Article,  references  to "other  enterprises"  shall  include
employee  benefit  plans;  references  to "fines" shall include any excise taxes
assessed on a person with respect to any employee  benefit plan;  and references
to "serving at the request of the  Corporation"  shall  include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to any employee benefit plan, its participants,  or beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and  beneficiaries of any employee benefit plan
shall be deemed to have acted in a manner not opposed to the best  interests  of
the Corporation" as referred to in this Article.

                                        6
In addition,  Palomar  maintains a directors'  and officers'  insurance
policy that covers  certain  liabilities  of directors  and officers of Palomar,
including liabilities under the Securities Act of 1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

                  The following documents have been previously filed as Exhibits
and are incorporated herein by reference except those exhibits indicated with an
asterisk which are filed herewith:

Exhibit No.       Description
-----------       -----------

     4(a)    Specimen  certificate for the Common Stock,  incorporated by
             reference to Exhibit No. 4.1 of the Company's  Annual Report on
             Form  10-K for the fiscal year ending December 31, 1999 filed on
             March 27, 2000.

     4(b)    The Company's 401(k) Plan,  incorporated by reference to Exhibit
             99(h) of the Company's Form S-8  Registration No. 33-97710 filed on
             October 4, 1995.

     5*      Opinion of General Counsel of Palomar regarding legality of
             shares registered hereunder.

     23(a)*  Consent of Arthur Andersen LLP, independent public accountants.

     23(b)*  Consent of General Counsel of Palomar (included in Exhibit 5).

     23(c)*  Power of Attorney (contained on the signature page).

ITEM 9. UNDERTAKINGS.

         1. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  will  be  deemed  to  be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.

                                        7
2.       The undersigned registrant hereby undertakes:

                  (a) 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;

                    (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               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 2 (a)(1)(i) and 2 (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 Securities
Exchange Act of 1934 that are incorporated by reference herein.

                  (b) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such post-effective amendment will 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) 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.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 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

                                        8
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.

                                        9
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  Burlington,  Commonwealth  of  Massachusetts,  on
March 28, 2000

                                              PALOMAR MEDICAL TECHNOLOGIES, INC.

                                              By: /s/  Louis P. Valente
                                                  ------------------------------
                                                  Louis P. Valente
                                                  President and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below hereby  constitutes  and appoints  Sarah Burgess Reed his true and
lawful  attorney-in-fact and agent with full power of substitution,  for him and
in his name, place and stead, in any and all exhibits thereto, and all documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which they may deem  necessary  or  advisable to be
done in connection with this Registration  Statement as fully to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorney-in-fact and agent, or any substitute may lawfully do or cause
to be done by virtue hereof.

         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/  Louis P. Valente                      President and Chief Executive                      March 28, 2000
  --------------------------------------     Officer
  Louis P. Valente

  /s/  Joseph P. Caruso                      Chief  Financial Officer and Treasurer             March 28, 2000
  --------------------------------------     (Principal Financial Officer )
  Joseph P. Caruso

  /s/  Nicholas P. Economou                  Director                                           March 28, 2000
  --------------------------------------
  Nicholas P. Economou

  /s/ A. Neil Pappalardo                     Director                                           March 28, 2000
  --------------------------------------
  A. Neil Pappalardo

  /s/ James G. Martin                        Director                                           March 28, 2000
  --------------------------------------
  James G. Martin
10
EXHIBIT INDEX
                                 -------------

Exhibit No.       Description
-----------       -----------

     4(a)    Specimen  certificate for the Common Stock,  incorporated by
             reference to Exhibit No. 4.1 of the Company's  Annual Report on
             Form  10-K for the fiscal year ending December 31, 1999 filed on
             March 27, 2000.

     4(b)    The Company's 401(k) Plan,  incorporated by reference to Exhibit
             99(h) of the Company's Form S-8  Registration No. 33-97710 filed on
             October 4, 1995.

     5*      Opinion of General Counsel of Palomar regarding legality of
             shares registered hereunder.

     23(a)*  Consent of Arthur Andersen LLP, independent public accountants.

     23(b)*  Consent of General Counsel of Palomar (included in Exhibit 5).

     23(c)*  Power of Attorney (contained on the signature page).
EXHIBIT 5 & 23(b)

March 28, 2000

Palomar Medical Technologies, Inc.
82 Cambridge Street
Burlington, MA 01803

Gentlemen:

     I am  familiar  with the  Registration  Statement  on Form  S-8  (the  "S-8
Registration  Statement")  to which this  opinion is an exhibit,  to be filed by
Palomar Medical Technologies, Inc., a Delaware corporation (the "Company"), with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended.  The S-8  Registration  Statement  relates to a total of 157,143 shares
(the "Shares") of the Company's Common Stock,  $.01 par value per share ("Common
Stock"), issuable pursuant to the Company's 401(k) Plan.

     In arriving at the opinion  expressed  below, I have examined and relied on
the following documents:

          (1) the Certificate of Incorporation  and By Laws of the Company, each
          as amended as of the date hereof; and

          (2) the records of meetings and consents of the Board of Directors and
          stockholders of the Company provided to us by the Company.

     In  addition,  I have  examined  and  relied  on the  originals  or  copies
certified or  otherwise  identified  to my  satisfaction  of all such  corporate
records of the  Company and such other  instruments  and other  certificates  of
public  officials,  officers and  representatives  of the Company and such other
persons,  and have made such investigations of law, as I have deemed appropriate
as a basis for the opinion expressed below.

     Based upon the  foregoing,  it is my opinion that the Company has corporate
power  adequate  for the  issuance  of the  Shares.  The  Company  has taken all
necessary  corporate  action  required to authorize the issuance and sale of the
Shares,  and when  certificates  for the  Shares  have  been duly  executed  and
countersigned and delivered,  such shares will be legally issued, fully paid and
non-assessable.

     I hereby  consent  to the  filing of this  opinion as an exhibit to the S-8
Registration Statement.

                                              Sincerely,

                                              /s/ Sarah Burgess Reed
                                              ----------------------------------
                                              Sarah Burgess Reed
                                              General Counsel
                                              Palomar Medical Technologies, Inc.
Exhibit 23(a)

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report  included  in  this  Form  10-K,  into  the  Company's  previously  filed
Registration Statements, File Numbers 33-47479,  33-879650,  33-96436, 33-97710,
33-97760,  33-99792,  33-99794,  333-000140,   333-001070,  333-3424,  333-5781,
333-7097,  333-10681,  333-18003,  333-87908,  33-97710,  333-18347,  333-21095,
333-22725, 333-25209, 333-28251, 333-42129, 333-55821, 333-57261, 333-57403, and
333-70391.

                                                             ARTHUR ANDERSEN LLP

Boston, Massachusetts
March 23, 1999