[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]


                                 March 27, 1998


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Avenue
Washington, D.C.  20549


Re:      Novoste Corporation
         Registration Statement On Form S-8
         ----------------------------------

Ladies and Gentlemen:

         On behalf of Novoste  Corporation (the "Company"),  we are transmitting
herewith  electronically  on  the  Electronic  Data  Gathering,   Analysis,  and
Retrieval System of the Securities and Exchange  Commission (the  "Commission"),
one  (1)  copy of the  Company's  Post-Effective  Amendment  No.  1 to Form  S-8
Registration Statement to register under the Securities Act of 1933, as amended,
200,000  shares of the  Company's  Common Stock,  $.01 par value,  issuable upon
exercise of options  granted or to be granted under the  Company's  Stock Option
Plan.

         The filing fee of $1,525.74 is being paid in accordance with Rule 3a of
the Commission's Informal and Other Procedures.


                                                    Very truly yours,

                                                    /s/ MARK A. POLEMENI
                                                    --------------------
                                                    Mark A. Polemeni

Enclosure
cc:      The National Stock Market (via Fedex w/encl.)

AEC07210.W51

<PAGE>


     As filed with the Securities and Exchange Commission on March 27, 1998.
                                                  Registration No. 333-12717
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                   POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               NOVOSTE CORPORATION
             (Exact name of registrant as specified in its charter)


               FLORIDA                                   59-2787476
    (State or other jurisdiction                     (I.R.S. Employer
   of incorporation or organization)                Identification  No.)

    4350-C INTERNATIONAL BOULEVARD                        30093
           NORCROSS, GEORGIA                            (Zip Code)
 (Address of principal executive offices)



                      NOVOSTE CORPORATION STOCK OPTION PLAN
                            (Full title of the plan)


                                THOMAS D. WELDON
                               NOVOSTE CORPORATION
                         4350-C INTERNATIONAL BOULEVARD
                             NORCROSS, GEORGIA 30093
                     (Name and address of agent for service)


                                 (770) 717-0904
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                       PROPOSED               PROPOSED
                                                                        MAXIMUM                MAXIMUM
      TITLE OF SECURITIES                  AMOUNT TO BE             OFFERING PRICE            AGGREGATE               AMOUNT OF
       TO BE REGISTERED                     REGISTERED               PER SHARE(1)         OFFERING PRICE(1)       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                             <C>                  <C>                      <C>
  Common Stock,                         200,000 shares(2)               $25.86               $5,172,000               $1,525.74
  $.01 par value
====================================================================================================================================
</TABLE>

         (1)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule  457(h)  under the  Securities  Act of 1933 on the basis of (i)
146,900 shares underlying  outstanding  options under the Stock Option Plan at a
weighted  average exercise price of $25.47 per share and (ii) the 53,100 balance
of shares  reserved  for  issuance  under the Stock  Option  Plan at an  average
aggregate  offering price of $26.938 per share, as computed based on the average
of  the  high  and  low  sales  prices  of  the  Common  Stock  reported  in the
consolidated reporting system on The Nasdaq Stock Market as of March 25, 1998.

         (2)Consists of 200,000 shares of Common Stock issuable upon exercise of
options granted or to be granted under the Stock Option Plan.

AEC071D1.W51

<PAGE>




================================================================================

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information  required by Part I to be contained  in the Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 of the  Securities  Act of 1933, as amended,  and the Note to Part I of Form
S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The  contents of the  Registrant's  Registration  Statement on Form S-8
(File  No.  333-12717)  are  incorporated  by  reference  in  this  Registration
Statement.





                                        2
AEC071D1.W51

<PAGE>


                                   SIGNATURES


         THE REGISTRANT.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Norcross, State of Georgia, on this 19th day of
March, 1998.



                                       NOVOSTE CORPORATION



                                    By: /S/ THOMAS D. WELDON
                                       ---------------------
                                       Thomas D. Weldon
                                       President and Chief Executive Officer





                                        3
AEC071D1.W51

<PAGE>



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  THOMAS D. WELDON and NORMAN R. WELDON,
and each of them, with full power to act without the other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement and to file the same, with all exhibits  thereto,  and other documents
in connection  therewith,  with the Securities  and Exchange  Commission and any
other regulatory authority, granting unto said attorneys-in-fact and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as they or he might or could do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, 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 set forth and on the date indicated.
<TABLE>
<CAPTION>


SIGNATURE                                   TITLE                                       DATE
---------                                   -----                                       ----

<S>                                         <C>                                         <C>
/S/ THOMAS D. WELDON                        President, Chief Executive                  March 19, 1998
-----------------------------------------   Officer and Director
Thomas D. Weldon

/S/ DAVID N. GILL                           Chief Financial Officer (Principal          March 19, 1998
-----------------------------------------   Financial and Accounting Officer)
David N. Gill

/S/ NORMAN R. WELDON                        Director                                    March 23, 1998
-----------------------------------------
Norman R. Weldon, Ph.D.

/S/ CHARLES E. LARSEN                       Director                                    March 19, 1998
-----------------------------------------
Charles E. Larsen

/S/ J. STEPHEN HOLMES                       Director                                    March 22, 1998
-----------------------------------------
J. Stephen Holmes

/S/ RICHARD M. JOHNSTON                     Director                                    March 24, 1998
-----------------------------------------
Richard M. Johnston

/S/ PIETER J. SCHILLER                      Director                                    March 23, 1998
-----------------------------------------
Pieter J. Schiller

/S/ STEPHEN I. SHAPIRO                      Director                                    March 20, 1998
-----------------------------------------
Stephen I. Shapiro

/S/ WILLIAM E. WHITMER                      Director                                    March 20, 1998
-----------------------------------------
William E. Whitmer
</TABLE>





                                        4
AEC071D1.W51

<PAGE>



                                INDEX TO EXHIBITS


       Exhibit
         No.                       Description
       -------                     -----------
         4.1       Copy of the Registrant's Stock Option Plan, with form of
                   Incentive Stock Option Award.

          5        Opinion of Epstein Becker & Green, P.C.

        23(a)      Consent of Ernst & Young LLP.

        23(b)      Consent of Epstein Becker & Green, P.C.
                   (included in Exhibit 5).

         24        Power of Attorney (included in signature page of this
                   Registration Statement).








                                        5
AEC071D1.W51

<PAGE>



                                                                     EXHIBIT 4.1


                               NOVOSTE CORPORATION
                     AMENDED AND RESTATED STOCK OPTION PLAN

                  As Amended and Restated as of April 18, 1997

         1. PURPOSE.  This Stock Option Plan ("PLAN") is  established to provide
incentives for selected persons to promote the financial success and progress of
Novoste  Corporation  ("COMPANY")  by granting such persons  options to purchase
shares of common stock of the Company.

         2.  DEFINITION  OF  "NON-EMPLOYEE  DIRECTOR".  As defined by Regulation
240.16b-3  under the  Securities  Exchange  Act of 1934,  as amended  ("EXCHANGE
ACT"),  a  "NON-EMPLOYEE  DIRECTOR" is a person not  currently an officer of the
Company or a parent or  subsidiary,  who does not  receive  compensation  either
directly or indirectly as a consultant of the Company  (except for an amount not
required to be disclosed  under Item 404(a) of Regulation  S-K,  E.G.,  not more
than $60,000),  does not have an interest in a transaction  requiring disclosure
under  Item  404(a)  of  Regulation  S-K,  and  is  not  engaged  in a  business
relationship  which would require disclosure under Item 404(b) of Regulation S-K
(E.G., where the director has a ten percent or more equity interest in an entity
which makes or receives  payments in excess of five percent of the  Company's or
that entity's consolidated gross revenues).

         3. ADOPTION OF PLAN; STOCK OPTION AND COMPENSATION COMMITTEE. This Plan
shall be  effective  on the date  that it is  adopted  by the Stock  Option  and
Compensation  Committee  ("COMMITTEE") of the Board of Directors of the Company.
The  Committee  shall at all times be composed only of two or more Non- Employee
Directors.  The Committee  shall have and may exercise any and all of the powers
relating to the  administration  of this Plan and the grant of options hereunder
as are set forth herein.

         4.       ADMINISTRATION.

                  (a)      This Plan shall be administered by the Committee.

                  (b)      The  Committee   shall  have  the  authority  to  (i)
                           exercise  all of the powers  granted to it under this
                           Plan,  (ii)  construe,  interpret and implement  this
                           Plan  and any  Grants  (as  defined  below)  executed
                           pursuant to Section 8 hereof, (iii) prescribe,  amend
                           and rescind  rules and  regulations  relating to this
                           Plan,  (iv)  make  all  determinations  necessary  or
                           advisable in administering  this Plan and (v) correct
                           any defect,  supply any  omission and  reconcile  any
                           inconsistency in this Plan.

AEC04F6D.W51

<PAGE>




                  (c)      The  determination  of the  Committee  on all matters
                           relating  to this Plan or any  Grant  shall be final,
                           binding and conclusive.

                  (d)      No member of the  Committee  shall be liable  for any
                           action  or  determination  made  in good  faith  with
                           respect to this Plan or any award thereunder.

         5.  TYPES OF  OPTIONS  AND  SHARES.  Options  granted  under  this Plan
("OPTIONS")  may be either  (a)  incentive  stock  options  ("ISOs")  within the
meaning  of  Section  422 of the  Internal  Revenue  Code of  1986,  as  amended
("CODE"), or (b) nonqualified stock options ("NQSOs"), as designated at the time
of grant.  The shares of stock that may be  purchased  upon  exercise of Options
granted  under  this  Plan  ("SHARES")  are  shares of the  common  stock of the
Company.

         6. NUMBER OF SHARES.  The  maximum  number of Shares that may be issued
pursuant to Options granted under this Plan is 2,700,000 Shares.  Such number of
Shares shall be subject to adjustment as provided in this Plan. If any Option is
terminated in whole or in part for any reason  without being  exercised in whole
or in part, the Shares thereby  released from such Option shall be available for
purchase under other Options  subsequently granted under this Plan. At all times
during the term of this Plan,  the Company shall reserve and keep available such
number of Shares as shall be required to satisfy the requirements of outstanding
Options under this Plan.

         7.  ELIGIBILITY.  Options  may  be  granted  only  to  such  employees,
officers,  consultants and independent contractors of the Company or any Parent,
Subsidiary or Affiliate of the Company (as defined below) as the Committee shall
select from time to time in its sole  discretion  ("OPTIONEES"),  provided  that
only  employees of the Company or a Parent or Subsidiary of the Company shall be
eligible to receive  ISOs. An Optionee may be granted more than one Option under
this Plan. As used in this Plan,  the  following  terms shall have the following
meanings:

         (a)  "PARENT"  means any  corporation  (other  than the  Company) in an
unbroken chain of  corporations  ending with the Company,  if at the time of the
granting of the Option,  each of such  corporations  other than the Company owns
stock  possessing 50% or more of the total combined  voting power of all classes
of stock in one of the other corporations in such chain.

         (b) "SUBSIDIARY"  means any corporation  (other than the Company) in an
unbroken  chain of  corporations  beginning  with the Company if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken  chain owns stock  possessing  50% or more of the total combined
voting  power of all classes of stock in one of the other  corporations  in such
chain.

AEC04F6D.W51
                                        2

<PAGE>




         (c)  "AFFILIATE"  means any  corporation  that directly,  or indirectly
through one or more  intermediaries,  controls or is controlled  by, or is under
common control with another  corporation,  where "control"  (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect,  of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.

         8. TERMS AND  CONDITIONS  OF OPTIONS.  The  Committee  shall  determine
whether  each  Option is to be an ISO or a NQSO,  the number of Shares for which
the Option  shall be granted,  the  exercise  price of the  Option,  the periods
during which the Option may be exercised,  and all other terms and conditions of
the Option, subject to the following terms and conditions:

         (a) FORM OF OPTION GRANT.  Each Option granted under this Plan shall be
evidenced by a written Stock Option Grant ("GRANT") in such form (which need not
be the same for each Optionee) as the Committee shall from time to time approve,
which Grant shall comply with and be subject to the terms and conditions of this
Plan.

         (b) EXERCISE  PRICE.  The exercise price of an Option shall be not less
than the Fair Market Value (as defined  herein) in the case of an ISO, or 85% of
the Fair Market Value in the case of a NQSO,  of the Shares at the time that the
Option is granted. The term "FAIR MARKET VALUE" means the closing sale price for
a Share on the  immediately  preceding  trading  date as  reported on The Nasdaq
National  Market  or, if no  closing  sale  price  shall  have been made on such
relevant  date,  on the next  preceding  day on which  there was a closing  sale
price;  PROVIDED,  HOWEVER,  that if no closing  sale price shall have been made
within  the ten  business  days  preceding  such  relevant  date,  or if  deemed
appropriate by the Committee for any other reason, the Fair Market Value of such
Shares  shall be as  determined  by the  Committee.  In no event  shall the Fair
Market Value of any Share be less than its par value.

         (c) EXERCISE PERIOD.  Options shall be exercisable  within the times or
upon the events determined by the Committee as set forth in the Grant; PROVIDED,
HOWEVER,  that no Option shall be exercisable  after the expiration of ten years
from the date the Option is granted and is subject to earlier termination in the
event of the death or the voluntary or  involuntary  termination of the Optionee
as set forth  herein;  PROVIDED,  FURTHER,  that no ISO granted to a Ten Percent
Shareholder  (as defined by Section 422 of the Code) shall be exercisable  after
the expiration of five years from the date the ISO is granted.




AEC04F6D.W51
                                        3

<PAGE>



         (d) LIMITATIONS ON ISOs. The aggregate Fair Market Value (determined as
of the time an  Option is  granted)  of stock  with  respect  to which  ISOs are
exercisable  for the first time by an Optionee  during any calendar  year (under
this Plan or under any other  incentive  stock option plan of the Company or any
Parent or Subsidiary of the Company) shall not exceed $100,000.

         (e) LIMITATIONS ON ISOs AND NQSOs. Notwithstanding anything herein, the
maximum  aggregate number of Shares with respect to which Options,  whether ISOs
or NQSOs,  may be granted to any person or entity  eligible  therefor under this
Plan within any one calendar year is 100,000 Shares.

         (f) DATE OF GRANT.  The date of grant of an Option shall be the date on
which  the  Committee  makes  the  determination  to grant  such  Option  unless
otherwise specified by the Committee. The Grant representing the Option shall be
delivered  to the Optionee  within a  reasonable  time after the granting of the
Option.

         9. EXERCISE OF OPTIONS.

         (a) NOTICE. Options may be exercised only by delivery to the Company of
a written  notice and exercise  agreement in a form  approved by the  Committee,
stating the number of Shares being purchased,  the  restrictions  imposed on the
Shares  and  such   representations  and  agreements  regarding  the  Optionee's
investment intent and access to information as may be required by the Company to
comply with  applicable  securities  laws,  together with payment in full of the
exercise price for the number of Shares being purchased.

         (b)  PAYMENT.  Payment for the Shares may be made (i) in cash,  (ii) by
surrender of Shares  having a Fair Market  Value equal to the exercise  price of
the Option or (iii) by any  combination  of the foregoing  where approved by the
Committee in its sole discretion; PROVIDED, HOWEVER, in the event of payment for
the Shares by method (ii) above, the Shares so surrendered, if originally issued
to the Optionee upon exercise of an Option(s) granted by the Company, shall have
been held by the Optionee for more than six months.

         (c) WITHHOLDING TAXES. Prior to issuance of the Shares upon exercise of
an Option,  the Optionee  shall pay or make adequate  provision for any federal,
state or local withholding obligations of the Company, if applicable.

         (d) LIMITATIONS ON EXERCISE. Notwithstanding the exer- cise periods set
forth in the  Grant,  exercise  of an  Option  shall  always be  subject  to the
following limitations:



AEC04F6D.W51
                                       4

<PAGE>



                           (i) An Option  shall not be  exercisable  unless such
                  exercise is in compliance  with the Securities Act of 1933, as
                  amended   ("SECURITIES   ACT"),   and  all  applicable   state
                  securities  laws,  as  they  are  in  effect  on the  date  of
                  exercise.

                           (ii) The Committee  may specify a reasonable  minimum
                  number of Shares that may be  purchased  on any exercise of an
                  Option, provided that such minimum number will not prevent the
                  Optionee  from  exercising  the Option for the full  number of
                  Shares as to which the Option is then exercisable.

         10. DEATH OR VOLUNTARY OR INVOLUNTARY  TERMINATION.  Should an Optionee
die, become  disabled,  retire or cease to be employed by or associated with the
Company for any other  reason,  all  Options  held by the  Optionee  shall lapse
immediately  following  the  last  day  that  the  Optionee  is  employed  by or
associated  with the Company  except that should an Optionee die the time during
which the Option may be exercised shall be extended three months for an Optionee
that held ISOs and six  months for an  Optionee  that held  NQSOs.  In all other
cases the  Committee,  in its  discretion,  may extend the time during which the
Option may be exercised;  PROVIDED,  HOWEVER, the maximum period of an extension
that may be allowed shall be three months for an Optionee that held ISOs and six
months  for an  Optionee  that held  NQSOs.  During  any such  extension  of the
expiration  date by the  Committee,  the  Option may be  exercised  only for the
number of Shares  for which it could  have been  exercised  on such  termination
date, subject to any adjustment under Section 12 herein.

         11.  PRIVILEGES OF STOCK  OWNERSHIP.  No Optionee shall have any of the
rights of a  shareholder  with respect to any Shares  subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
or  distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan.

         12.  ADJUSTMENT  OF  OPTION  SHARES.  In the event  that the  number of
outstanding  Shares is changed by a stock dividend,  stock split,  reverse stock
split, combination,  reclassification or similar change in the capital structure
of the Company without consideration,  the number of Shares available under this
Plan and the number of Shares  subject to  outstanding  Options and the exercise
price per share of such Options shall be  proportionately  adjusted,  subject to
any required action by the Committee,  Board of Directors or shareholders of the
Company and compliance with applicable securities laws; PROVIDED,  HOWEVER, that
no  certificate  or scrip  representing  fractional  shares shall be issued upon
exercise of any Option and any resulting fractions of a Share shall be ignored.



AEC04F6D.W51
                                        5

<PAGE>



         13. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
under this Plan shall confer on any Optionee any right to continue in the employ
of the Company or any Parent, Subsidiary or Affiliate of the Company or limit in
any way the right of the Company or any Parent,  Subsidiary  or Affiliate of the
Company to terminate  the  Optionee's  employment  at any time,  with or without
cause.

         14.  COMPLIANCE  WITH LAWS.  The grant of Options  and the  issuance of
Shares upon  exercise of any Options  shall be subject to and  conditioned  upon
compliance with all applicable requirements of law, including without limitation
compliance  with  the  Securities  Act,  compliance  with all  applicable  state
securities  laws and compliance  with the  requirements of any stock exchange on
which the Shares may be listed.  The  Company  shall be under no  obligation  to
register the Shares with the  Securities  and Exchange  Commission  or to effect
compliance  with the Securities Act or with the  registration  or  qualification
requirement of any state securities laws or stock exchange.

         15.  RESTRICTIONS  ON SHARES.  At the discretion of the Committee,  the
Company  may  reserve to itself or its  assignee(s)  in the Grant (a) a right of
first  refusal  to  purchase  any  Shares  that  an  Optionee  (or a  subsequent
transferee)  may  propose  to  transfer  to a third  party  and  (b) a right  to
repurchase any or all Shares held by an Optionee upon the Optionee's termination
of employment  or service with the Company or a Parent,  Subsidiary or Affiliate
of the  Company  for any reason  within a specified  time as  determined  by the
Committee at the time of grant at (i) the Optionee's  original  purchase  price,
(ii) the Fair Market Value of such Shares as determined by the Committee in good
faith or (iii) a price determined by a provision set forth in the Grant.

         16. CHANGE OF CONTROL.  Notwithstanding any contrary terms in the Grant
of Options  hereunder,  in the event of a Change of Control (as defined herein),
all  outstanding   Options  shall  accelerate  and  become   immediately   fully
exercisable. For purposes of this Plan, a "Change of Control" shall mean (i) the
sale or other disposition to a person,  entity or group (as such term is defined
in  Rule  13d-5  under  the  Exchange  Act)  of 50%  or  more  of the  Company's
consolidated  assets,  (ii) the  acquisition  of 50% or more of the  outstanding
Shares by a person or group (as such term is defined in Rule  13d-5) or (iii) if
the majority of the Company's Board of Directors  consists of persons other than
Continuing Directors (as defined herein).  The term "CONTINUING  DIRECTOR" shall
mean any member of the  Company's  Board of Directors on the  effective  date of
this  Plan  and any  other  member  of the  Board  of  Directors  who  shall  be
recommended or elected to succeed or become a Continuing  Director by a majority
of the Continuing Directors who are then members of the Board of Directors.  The
aggregate  Fair Market  Value  (determined  at the time an Option is granted) of
ISOs  which  first  become   exercisable  in  the  year  of  such   dissolution,
liquidation,

AEC04F6D.W51
                                        6

<PAGE>



merger,  sale of stock or sale of assets cannot exceed  $100,000.  Any remaining
accelerated Options shall be NQSOs.

         17.  AMENDMENT OR  TERMINATION  OF PLAN.  The Committee may at any time
terminate or amend this Plan in any respect (including,  but not limited to, any
form of Grant,  agreement or instrument  to be executed  pursuant to this Plan);
PROVIDED, HOWEVER, that shareholder approval shall be required to be obtained by
the Company if required to comply with the  provisions of Section  162(m) of the
Code, or the listed company  requirements  of The Nasdaq National Market or of a
national securities exchange on which the Shares are traded, or other applicable
provisions  of state  or  federal  law or  self-regulatory  agencies;  PROVIDED,
FURTHER,  that  no  amendment  of  this  Plan  may  adversely  affect  any  then
outstanding  Options or any  unexercised  portions  thereof  without the written
consent of the Optionee.

         18. TERM OF PLAN.  No Option shall be granted  pursuant to this Plan on
or after May 26, 2002,  but Options  theretofore  granted may extend beyond that
date and the terms of this Plan shall  continue to apply to such  Options and to
any Shares acquired upon exercise thereof.

         19.  APPLICABLE  LAW. The validity,  interpretation  and enforcement of
this Plan shall be governed in all  respects by the laws of the State of Florida
and the United States of America.

         20. ISSUANCE OF SHARES.  The Shares,  when issued and paid for pursuant
to  the  Options  granted   hereunder,   shall  be  issued  as  fully  paid  and
non-assessable Shares.

         21.  NON-TRANSFERABILITY  OF ISOs. No ISO granted  pursuant to the Plan
shall be sold, pledged,  assigned,  hypothecated,  transferred or disposed of in
any manner  otherwise than by will or by the laws of descent or distribution and
an ISO  may be  exercised  during  the  lifetime  of the  Optionee  only by such
Optionee.

         22.  TRANSFERABILITY OF NQSOs. A NQSO may be sold,  pledged,  assigned,
hypothecated,  transferred  or disposed of as determined by the Committee and as
set forth in a Grant with an Optionee.



AEC04F6D.W51
                                        7

<PAGE>



                           [TO BE TYPED ON LETTERHEAD
                             OF NOVOSTE CORPORATION]




                          INCENTIVE STOCK OPTION AWARD
                          ----------------------------


                  Date of Grant                               [DATE]

                  Recipient                                   [NAME]

                  Number of Shares                            [NUMBER]

                  Purchase Price
                    per Share                                 PRICE]

                  Total Purchase
                    Price                                     [NUMBER] x [PRICE]


Dear [NAME]:

We are pleased to inform you that, as a key employee of Novoste Corporation, you
are hereby  granted an option to purchase  shares of Novoste  Common Stock,  par
value $.01 per share,  in the  amount and at the price per share  stated  above.
This option is granted pursuant to the Novoste  Corporation Amended and Restated
Stock Option Plan, a copy of which is attached. This option is exercisable for a
period of ten years from the date of the grant as stated above.

The right to exercise your option will vest per the following schedule:


From the date of the             No part of the option grant shall vest
grant for one year

More than one but less           25% of the option grant shall vest
than two years after
the date of the grant

More than two but less           50% of the option grant shall vest
than three years after
the date of the grant


AEC04F6D.W51

<PAGE>




More than three but              75% of the option grant shall vest
less than four years
after the date of the
grant

More than four years             100% of the option grant shall vest
after the date of the
grant


You may purchase all shares that are vested at any time prior to the  expiration
of the option by  delivering  full payment to the Corporate  Secretary.  You may
purchase all or part of the shares which are vested;  however,  you may not make
partial purchases in increments of less than 100 shares.

This option cannot be sold,  pledged,  assigned,  hypothecated,  transferred  or
disposed  of in any  manner  other  than by will or by the laws of  descent  and
distribution. Only you may exercise this option during your lifetime.

Sincerely,



Thomas D. Weldon
President and CEO

AEC04F6D.W51

<PAGE>




                                                                       EXHIBIT 5


                    [EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]


                                 March 26, 1998







Board of Directors of
  Novoste Corporation
4350-C International Blvd.
Norcross, Georgia  30093

               Re:    Stock Option Plan
                      -----------------
Gentlemen:

         We have  acted as counsel to Novoste  Corporation  (the  "Company")  in
connection  with  its  filing  of a  Registration  Statement  on Form  S-8  (the
"Registration   Statement")  covering  200,000  shares  (the  "Shares")  of  the
Company's  authorized  and  unissued  shares of Common  Stock,  $.01 par  value,
issuable upon the exercise of options under the Company's Stock Option Plan (the
"Plan").

         As such counsel, we have examined originals, or copies certified to our
satisfaction,  of the  corporate  records of the Company,  agreements  and other
instruments,  certificates of public officials,  certificates of officers of the
Company  and such  other  documents  as we deemed  necessary  as a basis for the
opinion hereinafter set forth.

         In such  examination we have assumed the  genuineness of all signatures
and the  authenticity  of all  documents  submitted to us as  originals  and the
conformity  to original  documents of documents  submitted to us as certified or
photostatic copies.

         On the basis of the  foregoing,  we are of the opinion  that the Shares
have been duly authorized and, when issued, delivered and paid for in accordance
with the Plan, will be validly issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
aforesaid Registration Statement.

                             Very truly yours,

                             EPSTEIN BECKER & GREEN, P.C.

                             By: /S/ SETH I. TRUWIT
                                 ------------------
                                 Seth I. Truwit

AEC071D1.W51

<PAGE>


                                                                   EXHIBIT 23(a)

                         CONSENT OF INDEPENDENT AUDITORS



         We  consent  to the  incorporation  by  reference  in the  Registration
Statement (Form S-8 No. 333- 12717) pertaining to the Novoste  Corporation Stock
Option Plan of our report dated January 30, 1998,  with respect to the financial
statements of Novoste Corporation  included in its Annual Report (Form 10-K) for
the year  ended  December  31,  1997  filed  with the  Securities  and  Exchange
Commission.


                                                        ERNST & YOUNG LLP



Atlanta, Georgia
March 24, 1998


AEC071D1.W51
[{"type": "S-8", "sequence": "1", "description": "NOVOSTE S-8 LOT B", "secsgml_size_bytes": 36060}]
{"company-data": {"conformed-name": "NOVOSTE CORP /FL/", "cik": "0001012131", "assigned-sic": "5047", "irs-number": "592787476", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48847", "film-number": "98578002"}, "business-address": {"street1": "4350-C INTERNATIONAL BLVD", "city": "NORCROSS", "state": "GA", "zip": "30093", "phone": "7707170904"}, "mail-address": {"street1": "4350 C INTERNATIONAL BLVD", "city": "NORCROSS", "state": "GA", "zip": "30093"}}
[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]

                                 March 27, 1998

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Avenue
Washington, D.C.  20549

Re:      Novoste Corporation
         Registration Statement On Form S-8
         ----------------------------------

Ladies and Gentlemen:

         On behalf of Novoste  Corporation (the "Company"),  we are transmitting
herewith  electronically  on  the  Electronic  Data  Gathering,   Analysis,  and
Retrieval System of the Securities and Exchange  Commission (the  "Commission"),
one  (1)  copy of the  Company's  Post-Effective  Amendment  No.  1 to Form  S-8
Registration Statement to register under the Securities Act of 1933, as amended,
200,000  shares of the  Company's  Common Stock,  $.01 par value,  issuable upon
exercise of options  granted or to be granted under the  Company's  Stock Option
Plan.

         The filing fee of $1,525.74 is being paid in accordance with Rule 3a of
the Commission's Informal and Other Procedures.

                                                    Very truly yours,

                                                    /s/ MARK A. POLEMENI
                                                    --------------------
                                                    Mark A. Polemeni

Enclosure
cc:      The National Stock Market (via Fedex w/encl.)

AEC07210.W51
As filed with the Securities and Exchange Commission on March 27, 1998.
                                                  Registration No. 333-12717
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                   POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               NOVOSTE CORPORATION
             (Exact name of registrant as specified in its charter)

               FLORIDA                                   59-2787476
    (State or other jurisdiction                     (I.R.S. Employer
   of incorporation or organization)                Identification  No.)

    4350-C INTERNATIONAL BOULEVARD                        30093
           NORCROSS, GEORGIA                            (Zip Code)
 (Address of principal executive offices)

                      NOVOSTE CORPORATION STOCK OPTION PLAN
                            (Full title of the plan)

                                THOMAS D. WELDON
                               NOVOSTE CORPORATION
                         4350-C INTERNATIONAL BOULEVARD
                             NORCROSS, GEORGIA 30093
                     (Name and address of agent for service)

                                 (770) 717-0904
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                       PROPOSED               PROPOSED
                                                                        MAXIMUM                MAXIMUM
      TITLE OF SECURITIES                  AMOUNT TO BE             OFFERING PRICE            AGGREGATE               AMOUNT OF
       TO BE REGISTERED                     REGISTERED               PER SHARE(1)         OFFERING PRICE(1)       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                         200,000 shares(2)               $25.86               $5,172,000               $1,525.74
  $.01 par value
====================================================================================================================================
(1)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule  457(h)  under the  Securities  Act of 1933 on the basis of (i)
146,900 shares underlying  outstanding  options under the Stock Option Plan at a
weighted  average exercise price of $25.47 per share and (ii) the 53,100 balance
of shares  reserved  for  issuance  under the Stock  Option  Plan at an  average
aggregate  offering price of $26.938 per share, as computed based on the average
of  the  high  and  low  sales  prices  of  the  Common  Stock  reported  in the
consolidated reporting system on The Nasdaq Stock Market as of March 25, 1998.

         (2)Consists of 200,000 shares of Common Stock issuable upon exercise of
options granted or to be granted under the Stock Option Plan.

AEC071D1.W51
================================================================================

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information  required by Part I to be contained  in the Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 of the  Securities  Act of 1933, as amended,  and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The  contents of the  Registrant's  Registration  Statement on Form S-8
(File  No.  333-12717)  are  incorporated  by  reference  in  this  Registration
Statement.

                                        2
AEC071D1.W51
SIGNATURES

         THE REGISTRANT.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Norcross, State of Georgia, on this 19th day of
March, 1998.

                                       NOVOSTE CORPORATION

                                    By: /S/ THOMAS D. WELDON
                                       ---------------------
                                       Thomas D. Weldon
                                       President and Chief Executive Officer

                                        3
AEC071D1.W51
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  THOMAS D. WELDON and NORMAN R. WELDON,
and each of them, with full power to act without the other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement and to file the same, with all exhibits  thereto,  and other documents
in connection  therewith,  with the Securities  and Exchange  Commission and any
other regulatory authority, granting unto said attorneys-in-fact and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as they or he might or could do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, 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 set forth and on the date indicated.
SIGNATURE                                   TITLE                                       DATE
---------                                   -----                                       ----
/S/ THOMAS D. WELDON                        President, Chief Executive                  March 19, 1998
-----------------------------------------   Officer and Director
Thomas D. Weldon

/S/ DAVID N. GILL                           Chief Financial Officer (Principal          March 19, 1998
-----------------------------------------   Financial and Accounting Officer)
David N. Gill

/S/ NORMAN R. WELDON                        Director                                    March 23, 1998
-----------------------------------------
Norman R. Weldon, Ph.D.

/S/ CHARLES E. LARSEN                       Director                                    March 19, 1998
-----------------------------------------
Charles E. Larsen

/S/ J. STEPHEN HOLMES                       Director                                    March 22, 1998
-----------------------------------------
J. Stephen Holmes

/S/ RICHARD M. JOHNSTON                     Director                                    March 24, 1998
-----------------------------------------
Richard M. Johnston

/S/ PIETER J. SCHILLER                      Director                                    March 23, 1998
-----------------------------------------
Pieter J. Schiller

/S/ STEPHEN I. SHAPIRO                      Director                                    March 20, 1998
-----------------------------------------
Stephen I. Shapiro

/S/ WILLIAM E. WHITMER                      Director                                    March 20, 1998
-----------------------------------------
William E. Whitmer
4
AEC071D1.W51
INDEX TO EXHIBITS

       Exhibit
         No.                       Description
       -------                     -----------
         4.1       Copy of the Registrant's Stock Option Plan, with form of
                   Incentive Stock Option Award.

          5        Opinion of Epstein Becker & Green, P.C.

        23(a)      Consent of Ernst & Young LLP.

        23(b)      Consent of Epstein Becker & Green, P.C.
                   (included in Exhibit 5).

         24        Power of Attorney (included in signature page of this
                   Registration Statement).

                                        5
AEC071D1.W51
EXHIBIT 4.1

                               NOVOSTE CORPORATION
                     AMENDED AND RESTATED STOCK OPTION PLAN

                  As Amended and Restated as of April 18, 1997

         1. PURPOSE.  This Stock Option Plan ("PLAN") is  established to provide
incentives for selected persons to promote the financial success and progress of
Novoste  Corporation  ("COMPANY")  by granting such persons  options to purchase
shares of common stock of the Company.

         2.  DEFINITION  OF  "NON-EMPLOYEE  DIRECTOR".  As defined by Regulation
240.16b-3  under the  Securities  Exchange  Act of 1934,  as amended  ("EXCHANGE
ACT"),  a  "NON-EMPLOYEE  DIRECTOR" is a person not  currently an officer of the
Company or a parent or  subsidiary,  who does not  receive  compensation  either
directly or indirectly as a consultant of the Company  (except for an amount not
required to be disclosed  under Item 404(a) of Regulation  S-K,  E.G.,  not more
than $60,000),  does not have an interest in a transaction  requiring disclosure
under  Item  404(a)  of  Regulation  S-K,  and  is  not  engaged  in a  business
relationship  which would require disclosure under Item 404(b) of Regulation S-K
(E.G., where the director has a ten percent or more equity interest in an entity
which makes or receives  payments in excess of five percent of the  Company's or
that entity's consolidated gross revenues).

         3. ADOPTION OF PLAN; STOCK OPTION AND COMPENSATION COMMITTEE. This Plan
shall be  effective  on the date  that it is  adopted  by the Stock  Option  and
Compensation  Committee  ("COMMITTEE") of the Board of Directors of the Company.
The  Committee  shall at all times be composed only of two or more Non- Employee
Directors.  The Committee  shall have and may exercise any and all of the powers
relating to the  administration  of this Plan and the grant of options hereunder
as are set forth herein.

         4.       ADMINISTRATION.

                  (a)      This Plan shall be administered by the Committee.

                  (b)      The  Committee   shall  have  the  authority  to  (i)
                           exercise  all of the powers  granted to it under this
                           Plan,  (ii)  construe,  interpret and implement  this
                           Plan  and any  Grants  (as  defined  below)  executed
                           pursuant to Section 8 hereof, (iii) prescribe,  amend
                           and rescind  rules and  regulations  relating to this
                           Plan,  (iv)  make  all  determinations  necessary  or
                           advisable in administering  this Plan and (v) correct
                           any defect,  supply any  omission and  reconcile  any
                           inconsistency in this Plan.

AEC04F6D.W51
(c)      The  determination  of the  Committee  on all matters
                           relating  to this Plan or any  Grant  shall be final,
                           binding and conclusive.

                  (d)      No member of the  Committee  shall be liable  for any
                           action  or  determination  made  in good  faith  with
                           respect to this Plan or any award thereunder.

         5.  TYPES OF  OPTIONS  AND  SHARES.  Options  granted  under  this Plan
("OPTIONS")  may be either  (a)  incentive  stock  options  ("ISOs")  within the
meaning  of  Section  422 of the  Internal  Revenue  Code of  1986,  as  amended
("CODE"), or (b) nonqualified stock options ("NQSOs"), as designated at the time
of grant.  The shares of stock that may be  purchased  upon  exercise of Options
granted  under  this  Plan  ("SHARES")  are  shares of the  common  stock of the
Company.

         6. NUMBER OF SHARES.  The  maximum  number of Shares that may be issued
pursuant to Options granted under this Plan is 2,700,000 Shares.  Such number of
Shares shall be subject to adjustment as provided in this Plan. If any Option is
terminated in whole or in part for any reason  without being  exercised in whole
or in part, the Shares thereby  released from such Option shall be available for
purchase under other Options  subsequently granted under this Plan. At all times
during the term of this Plan,  the Company shall reserve and keep available such
number of Shares as shall be required to satisfy the requirements of outstanding
Options under this Plan.

         7.  ELIGIBILITY.  Options  may  be  granted  only  to  such  employees,
officers,  consultants and independent contractors of the Company or any Parent,
Subsidiary or Affiliate of the Company (as defined below) as the Committee shall
select from time to time in its sole  discretion  ("OPTIONEES"),  provided  that
only  employees of the Company or a Parent or Subsidiary of the Company shall be
eligible to receive  ISOs. An Optionee may be granted more than one Option under
this Plan. As used in this Plan,  the  following  terms shall have the following
meanings:

         (a)  "PARENT"  means any  corporation  (other  than the  Company) in an
unbroken chain of  corporations  ending with the Company,  if at the time of the
granting of the Option,  each of such  corporations  other than the Company owns
stock  possessing 50% or more of the total combined  voting power of all classes
of stock in one of the other corporations in such chain.

         (b) "SUBSIDIARY"  means any corporation  (other than the Company) in an
unbroken  chain of  corporations  beginning  with the Company if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken  chain owns stock  possessing  50% or more of the total combined
voting  power of all classes of stock in one of the other  corporations  in such
chain.

AEC04F6D.W51
                                        2
(c)  "AFFILIATE"  means any  corporation  that directly,  or indirectly
through one or more  intermediaries,  controls or is controlled  by, or is under
common control with another  corporation,  where "control"  (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect,  of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.

         8. TERMS AND  CONDITIONS  OF OPTIONS.  The  Committee  shall  determine
whether  each  Option is to be an ISO or a NQSO,  the number of Shares for which
the Option  shall be granted,  the  exercise  price of the  Option,  the periods
during which the Option may be exercised,  and all other terms and conditions of
the Option, subject to the following terms and conditions:

         (a) FORM OF OPTION GRANT.  Each Option granted under this Plan shall be
evidenced by a written Stock Option Grant ("GRANT") in such form (which need not
be the same for each Optionee) as the Committee shall from time to time approve,
which Grant shall comply with and be subject to the terms and conditions of this
Plan.

         (b) EXERCISE  PRICE.  The exercise price of an Option shall be not less
than the Fair Market Value (as defined  herein) in the case of an ISO, or 85% of
the Fair Market Value in the case of a NQSO,  of the Shares at the time that the
Option is granted. The term "FAIR MARKET VALUE" means the closing sale price for
a Share on the  immediately  preceding  trading  date as  reported on The Nasdaq
National  Market  or, if no  closing  sale  price  shall  have been made on such
relevant  date,  on the next  preceding  day on which  there was a closing  sale
price;  PROVIDED,  HOWEVER,  that if no closing  sale price shall have been made
within  the ten  business  days  preceding  such  relevant  date,  or if  deemed
appropriate by the Committee for any other reason, the Fair Market Value of such
Shares  shall be as  determined  by the  Committee.  In no event  shall the Fair
Market Value of any Share be less than its par value.

         (c) EXERCISE PERIOD.  Options shall be exercisable  within the times or
upon the events determined by the Committee as set forth in the Grant; PROVIDED,
HOWEVER,  that no Option shall be exercisable  after the expiration of ten years
from the date the Option is granted and is subject to earlier termination in the
event of the death or the voluntary or  involuntary  termination of the Optionee
as set forth  herein;  PROVIDED,  FURTHER,  that no ISO granted to a Ten Percent
Shareholder  (as defined by Section 422 of the Code) shall be exercisable  after
the expiration of five years from the date the ISO is granted.

AEC04F6D.W51
                                        3
(d) LIMITATIONS ON ISOs. The aggregate Fair Market Value (determined as
of the time an  Option is  granted)  of stock  with  respect  to which  ISOs are
exercisable  for the first time by an Optionee  during any calendar  year (under
this Plan or under any other  incentive  stock option plan of the Company or any
Parent or Subsidiary of the Company) shall not exceed $100,000.

         (e) LIMITATIONS ON ISOs AND NQSOs. Notwithstanding anything herein, the
maximum  aggregate number of Shares with respect to which Options,  whether ISOs
or NQSOs,  may be granted to any person or entity  eligible  therefor under this
Plan within any one calendar year is 100,000 Shares.

         (f) DATE OF GRANT.  The date of grant of an Option shall be the date on
which  the  Committee  makes  the  determination  to grant  such  Option  unless
otherwise specified by the Committee. The Grant representing the Option shall be
delivered  to the Optionee  within a  reasonable  time after the granting of the
Option.

         9. EXERCISE OF OPTIONS.

         (a) NOTICE. Options may be exercised only by delivery to the Company of
a written  notice and exercise  agreement in a form  approved by the  Committee,
stating the number of Shares being purchased,  the  restrictions  imposed on the
Shares  and  such   representations  and  agreements  regarding  the  Optionee's
investment intent and access to information as may be required by the Company to
comply with  applicable  securities  laws,  together with payment in full of the
exercise price for the number of Shares being purchased.

         (b)  PAYMENT.  Payment for the Shares may be made (i) in cash,  (ii) by
surrender of Shares  having a Fair Market  Value equal to the exercise  price of
the Option or (iii) by any  combination  of the foregoing  where approved by the
Committee in its sole discretion; PROVIDED, HOWEVER, in the event of payment for
the Shares by method (ii) above, the Shares so surrendered, if originally issued
to the Optionee upon exercise of an Option(s) granted by the Company, shall have
been held by the Optionee for more than six months.

         (c) WITHHOLDING TAXES. Prior to issuance of the Shares upon exercise of
an Option,  the Optionee  shall pay or make adequate  provision for any federal,
state or local withholding obligations of the Company, if applicable.

         (d) LIMITATIONS ON EXERCISE. Notwithstanding the exer- cise periods set
forth in the  Grant,  exercise  of an  Option  shall  always be  subject  to the
following limitations:

AEC04F6D.W51
                                       4
(i) An Option  shall not be  exercisable  unless such
                  exercise is in compliance  with the Securities Act of 1933, as
                  amended   ("SECURITIES   ACT"),   and  all  applicable   state
                  securities  laws,  as  they  are  in  effect  on the  date  of
                  exercise.

                           (ii) The Committee  may specify a reasonable  minimum
                  number of Shares that may be  purchased  on any exercise of an
                  Option, provided that such minimum number will not prevent the
                  Optionee  from  exercising  the Option for the full  number of
                  Shares as to which the Option is then exercisable.

         10. DEATH OR VOLUNTARY OR INVOLUNTARY  TERMINATION.  Should an Optionee
die, become  disabled,  retire or cease to be employed by or associated with the
Company for any other  reason,  all  Options  held by the  Optionee  shall lapse
immediately  following  the  last  day  that  the  Optionee  is  employed  by or
associated  with the Company  except that should an Optionee die the time during
which the Option may be exercised shall be extended three months for an Optionee
that held ISOs and six  months for an  Optionee  that held  NQSOs.  In all other
cases the  Committee,  in its  discretion,  may extend the time during which the
Option may be exercised;  PROVIDED,  HOWEVER, the maximum period of an extension
that may be allowed shall be three months for an Optionee that held ISOs and six
months  for an  Optionee  that held  NQSOs.  During  any such  extension  of the
expiration  date by the  Committee,  the  Option may be  exercised  only for the
number of Shares  for which it could  have been  exercised  on such  termination
date, subject to any adjustment under Section 12 herein.

         11.  PRIVILEGES OF STOCK  OWNERSHIP.  No Optionee shall have any of the
rights of a  shareholder  with respect to any Shares  subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
or  distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan.

         12.  ADJUSTMENT  OF  OPTION  SHARES.  In the event  that the  number of
outstanding  Shares is changed by a stock dividend,  stock split,  reverse stock
split, combination,  reclassification or similar change in the capital structure
of the Company without consideration,  the number of Shares available under this
Plan and the number of Shares  subject to  outstanding  Options and the exercise
price per share of such Options shall be  proportionately  adjusted,  subject to
any required action by the Committee,  Board of Directors or shareholders of the
Company and compliance with applicable securities laws; PROVIDED,  HOWEVER, that
no  certificate  or scrip  representing  fractional  shares shall be issued upon
exercise of any Option and any resulting fractions of a Share shall be ignored.

AEC04F6D.W51
                                        5
13. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
under this Plan shall confer on any Optionee any right to continue in the employ
of the Company or any Parent, Subsidiary or Affiliate of the Company or limit in
any way the right of the Company or any Parent,  Subsidiary  or Affiliate of the
Company to terminate  the  Optionee's  employment  at any time,  with or without
cause.

         14.  COMPLIANCE  WITH LAWS.  The grant of Options  and the  issuance of
Shares upon  exercise of any Options  shall be subject to and  conditioned  upon
compliance with all applicable requirements of law, including without limitation
compliance  with  the  Securities  Act,  compliance  with all  applicable  state
securities  laws and compliance  with the  requirements of any stock exchange on
which the Shares may be listed.  The  Company  shall be under no  obligation  to
register the Shares with the  Securities  and Exchange  Commission  or to effect
compliance  with the Securities Act or with the  registration  or  qualification
requirement of any state securities laws or stock exchange.

         15.  RESTRICTIONS  ON SHARES.  At the discretion of the Committee,  the
Company  may  reserve to itself or its  assignee(s)  in the Grant (a) a right of
first  refusal  to  purchase  any  Shares  that  an  Optionee  (or a  subsequent
transferee)  may  propose  to  transfer  to a third  party  and  (b) a right  to
repurchase any or all Shares held by an Optionee upon the Optionee's termination
of employment  or service with the Company or a Parent,  Subsidiary or Affiliate
of the  Company  for any reason  within a specified  time as  determined  by the
Committee at the time of grant at (i) the Optionee's  original  purchase  price,
(ii) the Fair Market Value of such Shares as determined by the Committee in good
faith or (iii) a price determined by a provision set forth in the Grant.

         16. CHANGE OF CONTROL.  Notwithstanding any contrary terms in the Grant
of Options  hereunder,  in the event of a Change of Control (as defined herein),
all  outstanding   Options  shall  accelerate  and  become   immediately   fully
exercisable. For purposes of this Plan, a "Change of Control" shall mean (i) the
sale or other disposition to a person,  entity or group (as such term is defined
in  Rule  13d-5  under  the  Exchange  Act)  of 50%  or  more  of the  Company's
consolidated  assets,  (ii) the  acquisition  of 50% or more of the  outstanding
Shares by a person or group (as such term is defined in Rule  13d-5) or (iii) if
the majority of the Company's Board of Directors  consists of persons other than
Continuing Directors (as defined herein).  The term "CONTINUING  DIRECTOR" shall
mean any member of the  Company's  Board of Directors on the  effective  date of
this  Plan  and any  other  member  of the  Board  of  Directors  who  shall  be
recommended or elected to succeed or become a Continuing  Director by a majority
of the Continuing Directors who are then members of the Board of Directors.  The
aggregate  Fair Market  Value  (determined  at the time an Option is granted) of
ISOs  which  first  become   exercisable  in  the  year  of  such   dissolution,
liquidation,

AEC04F6D.W51
                                        6
merger,  sale of stock or sale of assets cannot exceed  $100,000.  Any remaining
accelerated Options shall be NQSOs.

         17.  AMENDMENT OR  TERMINATION  OF PLAN.  The Committee may at any time
terminate or amend this Plan in any respect (including,  but not limited to, any
form of Grant,  agreement or instrument  to be executed  pursuant to this Plan);
PROVIDED, HOWEVER, that shareholder approval shall be required to be obtained by
the Company if required to comply with the  provisions of Section  162(m) of the
Code, or the listed company  requirements  of The Nasdaq National Market or of a
national securities exchange on which the Shares are traded, or other applicable
provisions  of state  or  federal  law or  self-regulatory  agencies;  PROVIDED,
FURTHER,  that  no  amendment  of  this  Plan  may  adversely  affect  any  then
outstanding  Options or any  unexercised  portions  thereof  without the written
consent of the Optionee.

         18. TERM OF PLAN.  No Option shall be granted  pursuant to this Plan on
or after May 26, 2002,  but Options  theretofore  granted may extend beyond that
date and the terms of this Plan shall  continue to apply to such  Options and to
any Shares acquired upon exercise thereof.

         19.  APPLICABLE  LAW. The validity,  interpretation  and enforcement of
this Plan shall be governed in all  respects by the laws of the State of Florida
and the United States of America.

         20. ISSUANCE OF SHARES.  The Shares,  when issued and paid for pursuant
to  the  Options  granted   hereunder,   shall  be  issued  as  fully  paid  and
non-assessable Shares.

         21.  NON-TRANSFERABILITY  OF ISOs. No ISO granted  pursuant to the Plan
shall be sold, pledged,  assigned,  hypothecated,  transferred or disposed of in
any manner  otherwise than by will or by the laws of descent or distribution and
an ISO  may be  exercised  during  the  lifetime  of the  Optionee  only by such
Optionee.

         22.  TRANSFERABILITY OF NQSOs. A NQSO may be sold,  pledged,  assigned,
hypothecated,  transferred  or disposed of as determined by the Committee and as
set forth in a Grant with an Optionee.

AEC04F6D.W51
                                        7
[TO BE TYPED ON LETTERHEAD
                             OF NOVOSTE CORPORATION]

                          INCENTIVE STOCK OPTION AWARD
                          ----------------------------

                  Date of Grant                               [DATE]

                  Recipient                                   [NAME]

                  Number of Shares                            [NUMBER]

                  Purchase Price
                    per Share                                 PRICE]

                  Total Purchase
                    Price                                     [NUMBER] x [PRICE]

Dear [NAME]:

We are pleased to inform you that, as a key employee of Novoste Corporation, you
are hereby  granted an option to purchase  shares of Novoste  Common Stock,  par
value $.01 per share,  in the  amount and at the price per share  stated  above.
This option is granted pursuant to the Novoste  Corporation Amended and Restated
Stock Option Plan, a copy of which is attached. This option is exercisable for a
period of ten years from the date of the grant as stated above.

The right to exercise your option will vest per the following schedule:

From the date of the             No part of the option grant shall vest
grant for one year

More than one but less           25% of the option grant shall vest
than two years after
the date of the grant

More than two but less           50% of the option grant shall vest
than three years after
the date of the grant

AEC04F6D.W51
More than three but              75% of the option grant shall vest
less than four years
after the date of the
grant

More than four years             100% of the option grant shall vest
after the date of the
grant

You may purchase all shares that are vested at any time prior to the  expiration
of the option by  delivering  full payment to the Corporate  Secretary.  You may
purchase all or part of the shares which are vested;  however,  you may not make
partial purchases in increments of less than 100 shares.

This option cannot be sold,  pledged,  assigned,  hypothecated,  transferred  or
disposed  of in any  manner  other  than by will or by the laws of  descent  and
distribution. Only you may exercise this option during your lifetime.

Sincerely,

Thomas D. Weldon
President and CEO

AEC04F6D.W51
EXHIBIT 5

                    [EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]

                                 March 26, 1998

Board of Directors of
  Novoste Corporation
4350-C International Blvd.
Norcross, Georgia  30093

               Re:    Stock Option Plan
                      -----------------
Gentlemen:

         We have  acted as counsel to Novoste  Corporation  (the  "Company")  in
connection  with  its  filing  of a  Registration  Statement  on Form  S-8  (the
"Registration   Statement")  covering  200,000  shares  (the  "Shares")  of  the
Company's  authorized  and  unissued  shares of Common  Stock,  $.01 par  value,
issuable upon the exercise of options under the Company's Stock Option Plan (the
"Plan").

         As such counsel, we have examined originals, or copies certified to our
satisfaction,  of the  corporate  records of the Company,  agreements  and other
instruments,  certificates of public officials,  certificates of officers of the
Company  and such  other  documents  as we deemed  necessary  as a basis for the
opinion hereinafter set forth.

         In such  examination we have assumed the  genuineness of all signatures
and the  authenticity  of all  documents  submitted to us as  originals  and the
conformity  to original  documents of documents  submitted to us as certified or
photostatic copies.

         On the basis of the  foregoing,  we are of the opinion  that the Shares
have been duly authorized and, when issued, delivered and paid for in accordance
with the Plan, will be validly issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
aforesaid Registration Statement.

                             Very truly yours,

                             EPSTEIN BECKER & GREEN, P.C.

                             By: /S/ SETH I. TRUWIT
                                 ------------------
                                 Seth I. Truwit

AEC071D1.W51
EXHIBIT 23(a)

                         CONSENT OF INDEPENDENT AUDITORS

         We  consent  to the  incorporation  by  reference  in the  Registration
Statement (Form S-8 No. 333- 12717) pertaining to the Novoste  Corporation Stock
Option Plan of our report dated January 30, 1998,  with respect to the financial
statements of Novoste Corporation  included in its Annual Report (Form 10-K) for
the year  ended  December  31,  1997  filed  with the  Securities  and  Exchange
Commission.

                                                        ERNST & YOUNG LLP

Atlanta, Georgia
March 24, 1998

AEC071D1.W51