*Total Number of Pages:   
Index to Exhibits at Page:

         As filed with the Securities and Exchange Commission on January 7, 1999
                                            Registration No. 333-_______________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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


                                  VIDAMED, INC.

             (Exact name of Registrant as specified in its charter)

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


        Delaware                                         77-0314454
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)


                              46107 Landing Parkway
                            Fremont, California 94538
   (Address, including zip code, of Registrant's principal executive offices)

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


                       1999 NONSTATUTORY STOCK OPTION PLAN

                           (Full titles of the plans)

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


                                  VidaMed, Inc.
                              46107 Landing Parkway
                            Fremont, California 94538
                                 (510) 492-4900
(Name, address, and telephone number, including area code, of agent for service)

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


                                   Copies to:
                          Christoper D. Mitchell, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300


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


<PAGE>


<TABLE>
====================================================================================================================================

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================

<CAPTION>
                                                                           Proposed         Proposed                        
                                                                           Maximum           Maximum          Amount of
         Title of Each Class of                  Amount to be           Offering Price      Aggregate       Registration
    Securities to be Registered (1)               Registered              Per Share      Offering Price          Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                         <C>              <C>                 <C>
Common Stock, $0.001 par value (1)......      950,000 shares (2)          $2.375 (3)       $2,256,250          $627.24
                       TOTAL
====================================================================================================================================

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

<FN>
(1)      In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933
         (the "Act"),  this Registration  Statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plans described herein.

(2)      This number  represents the number of shares being registered  pursuant
         to this  Registration  Statement  which are issuable  pursuant to stock
         rights and upon  exercise  of options  which have not yet been  granted
         under the 1999  Nonstatutory  Stock  Option Plan as of the date of this
         Registration Statement.

(3)      Estimated in  accordance  with Rule 457(h) under the Act solely for the
         purpose  of  calculating  the total  registration  fee  based  upon the
         average  of the high  and low prices of the Common  Stock on January 5,
         1999 as reported on the Nasdaq National Market.
</FN>
</TABLE>

                                       2

<PAGE>


                                     PART I


         INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.  Plan Information

         The Registrant  will provide the documents  containing the  information
specified in Item 1 as specified by Rule 428(b)(1). In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission") and
the  instructions  to Form S-8, the Registrant is not filing such documents with
the Commission either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.

Item 2.  Registration Information and Employee Plan Annual Information

         The Registrant  will provide the documents  containing the  information
specified in Item 2 as specified by Rule 428(b)(1). In accordance with the rules
and  regulations  of the  Commission  and  the  instructions  to Form  S-8,  the
Registrant is not filing such documents  with the  Commission  either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424.


                                     PART II


         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference

         The  following  documents  and  information  previously  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

(a)      The  Registrant's  Annual Report on Form 10-K (the "Annual Report") for
         the  fiscal  year  ended  December  31,  1997  filed  pursuant  to  the
         Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)      The  Registrant's  definitive Proxy Statement dated April 6, 1998 filed
         in   connection   with  the   Registrant's   1998  Annual   Meeting  of
         Stockholders;

(c)      The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         September  30,  1998,  filed  pursuant  to  Section  13 or 15(d) of the
         Exchange Act;

(d)      The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         June 30,  1998,  filed  pursuant to Section 13 or 15(d) of the Exchange
         Act;

(e)      The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         March 31, 1998,  filed  pursuant to Section 13 or 15(d) of the Exchange
         Act;

(f)      The  description  of  the  Company's  Common  Stock  contained  in  the
         Company's  Registration  Statement  on Form 8-A12G filed on January 31,
         1997 (File No. 000-26082); and

(g)       The  description  of  the  Company's  Common  Stock  contained  in the
          Company's Registration Statement on Form 8-A filed on May 17, 1995.

         All  documents  subsequently  filed with the  Commission  by Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  hereunder  have  been sold or which  deregisters  all  securities  then
remaining  unsold  under  this  Registration  Statement,  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.

                                      II-1

<PAGE>


Item 4.  Description of Securities.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         Certain  members of Wilson  Sonsini  Goodrich and Rosati,  Professional
Corporation,  and  investment  partnerships  of which such  persons are partners
beneficially own 8,809 shares of the Registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware provides for the
indemnification  of  officers,  directors  and other  corporate  agents in terms
sufficiently broad to indemnify such persons, under certain  circumstances,  for
certain liabilities (including reimbursement of expenses incurred) arising under
the Securities Act of 1933 (the "Securities Act").

         The Registrant's Bylaws provide that the Registrant shall indemnify its
directors  and  executive  officers  and may  indemnify  its other  officers and
employees  and other agents to the fullest  extent  permitted by law,  including
circumstances in which indemnification is otherwise discretionary under Delaware
law.

         The   Registrant   has  adopted   provisions  in  its   Certificate  of
Incorporation  that limit the personal  liability of its  directors and officers
for monetary  damages arising from a breach of their fiduciary duties in certain
circumstances  to the  fullest  extent  permitted  by law.  Such  limitation  of
liability  does not  affect  the  availability  of  equitable  remedies  such as
injunctive relief or rescission.

         The  Registrant  entered  into  indemnification   agreements  with  its
executive  officers  and  directors  containing  provisions  which  are in  some
respects broader that the specific  indemnification  provisions contained in the
General Corporation Law of Delaware. The indemnification  agreements may require
the Company,  among other  things,  to  indemnify  such  officers and  directors
against certain  liabilities that may arise by reason of their status or service
as directors or officers (other than liabilities arising from willful misconduct
of a culpable  nature).  These  agreements  also  indemnify  the  directors  and
executive officers for certain expenses (including attorney's fees),  judgments,
fines and settlement amounts incurred as a result of any proceeding against them
as to which they could be indemnified.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.



       Exhibit
        Number                      Document
        ------    --------------------------------------------------------------
         4.1      1999  Nonstatutory  Stock Option Plan.

         5.1      Opinion of Wilson  Sonsini  Goodrich and Rosati,  Professional
                  Corporation regarding legality.

        23.1      Consent of Ernst & Young LLP, Independent Auditors.

        23.2      Consent  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation (contained in Exhibit 5.1 hereto).

                                      II-2

<PAGE>


        24.1      Power of Attorney (see page II-4).

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


Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

         (2)   That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

         (3)   To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act 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 shall be deemed
         to be a new registration  statement relating to the securities therein,
         and the offering of such  securities at that time shall be deemed to be
         an initial bona fide offering thereof.

(c)      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
         Securities  and Exchange  Commission  such  indemnification  is against
         public  policy as expressed in the  Securities  Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liabilities  (other than the payment by the Registrant of expenses
         incurred or paid by a director,  officer or  controlling  person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is  asserted  by such  director,  officer,  or  controlling  person  in
         connection with the securities being  registered,  the Registrant will,
         unless in the  opinion of its  counsel  the matter has been  settled by
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy  as  expressed  in the Act and  will be  governed  by the  final
         adjudication of such issue.

                                      II-3

<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  Fremont,  State of  California,  on this 6th day of
January, 1999


                                           VidaMed, Inc.

                                           By: /s/ David J. Illingworth
                                               ---------------------------------
                                               David J. Illingworth
                                               Chairman, President and Chief
                                               Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  David J.  Illingworth  and Richard D.
Brounstein, jointly and severally, as his attorney-in-fact,  each with the power
of  substitution,  for him in any and all capacities,  to sign any amendments to
this  Registration  Statement on Form S-8, and to file the same,  with  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,   hereby  ratifying  and  confirming  all  that  the  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

<TABLE>
         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 date indicated.


<CAPTION>
SIGNATURE                                     TITLE                                       DATE
---------                                     -----                                       ----
<S>                                      <C>                                              <C>
   /s/ David J. Illingworth              Chairman, President and Chief                    January 6, 1999
------------------------------------     Executive Officer (Principal Executive
       David J. Illingworth              Officer)*


  /s/ Richard D. Brounstein              Vice President of Finance and Chief              January 6, 1999
------------------------------------     Financial Officer (Principal Financial
      Richard D. Brounstein              and Accounting Officer)


   /s/ Franklin D. Brown                 Director*                                        January 6, 1999
------------------------------------     
       Franklin D. Brown            


     /s/ Robert Erra                     Director*                                        January 6, 1999
------------------------------------
         Robert Erra


    /s/ Wayne I. Roe                     Director*                                        January 6, 1999
------------------------------------
        Wayne I. Roe


                                         Director*                                        January 6, 1999
------------------------------------
     Michael H. Spindler

<FN>
* The 1999 Nonstatutory  Stock Option Plan is being registered  pursuant to this
Registration  Statement  and  is  subject  to  administration  by the  Board  of
Directors of the Registrant.
</FN>
</TABLE>

                                      II-4

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                                  VidaMed, Inc.




<PAGE>


                                INDEX TO EXHIBITS


       Exhibit             Description
--------------------------------------------------------------------------------

         4.1               1999 Nonstatutory Stock Option Plan

         5.1               Opinion  of  Wilson  Sonsini   Goodrich  and  Rosati,
                           Professional Corporation regarding legality.

        23.1               Consent of Ernst & Young LLP, Independent Auditors

        23.2               Consent   of  Wilson   Sonsini   Goodrich  &  Rosati,
                           Professional  Corporation  (contained  in Exhibit 5.1
                           hereto)

        24.1               Power of Attorney (see Page II-4)


---------------------------
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19391}]
{"company-data": {"conformed-name": "VIDAMED INC", "cik": "0000929900", "assigned-sic": "3841", "irs-number": "770314454", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70201", "film-number": "99502123"}, "business-address": {"street1": "46107 LANDING PARKWAY", "street2": "SUITE 101", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5104924900"}, "mail-address": {"street1": "46107 LANDING PARKWAY", "street2": "STE 101", "city": "FREMONT", "state": "CA", "zip": "94538"}}
*Total Number of Pages:   
Index to Exhibits at Page:

         As filed with the Securities and Exchange Commission on January 7, 1999
                                            Registration No. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                  VIDAMED, INC.

             (Exact name of Registrant as specified in its charter)

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

        Delaware                                         77-0314454
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

                              46107 Landing Parkway
                            Fremont, California 94538
   (Address, including zip code, of Registrant's principal executive offices)

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

                       1999 NONSTATUTORY STOCK OPTION PLAN

                           (Full titles of the plans)

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

                                  VidaMed, Inc.
                              46107 Landing Parkway
                            Fremont, California 94538
                                 (510) 492-4900
(Name, address, and telephone number, including area code, of agent for service)

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

                                   Copies to:
                          Christoper D. Mitchell, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300

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

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed         Proposed                        
                                                                           Maximum           Maximum          Amount of
         Title of Each Class of                  Amount to be           Offering Price      Aggregate       Registration
    Securities to be Registered (1)               Registered              Per Share      Offering Price          Fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value (1)......      950,000 shares (2)          $2.375 (3)       $2,256,250          $627.24
                       TOTAL
====================================================================================================================================

====================================================================================================================================
(1)      In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933
         (the "Act"),  this Registration  Statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plans described herein.

(2)      This number  represents the number of shares being registered  pursuant
         to this  Registration  Statement  which are issuable  pursuant to stock
         rights and upon  exercise  of options  which have not yet been  granted
         under the 1999  Nonstatutory  Stock  Option Plan as of the date of this
         Registration Statement.

(3)      Estimated in  accordance  with Rule 457(h) under the Act solely for the
         purpose  of  calculating  the total  registration  fee  based  upon the
         average  of the high  and low prices of the Common  Stock on January 5,
         1999 as reported on the Nasdaq National Market.
2
PART I

         INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.  Plan Information

         The Registrant  will provide the documents  containing the  information
specified in Item 1 as specified by Rule 428(b)(1). In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission") and
the  instructions  to Form S-8, the Registrant is not filing such documents with
the Commission either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.

Item 2.  Registration Information and Employee Plan Annual Information

         The Registrant  will provide the documents  containing the  information
specified in Item 2 as specified by Rule 428(b)(1). In accordance with the rules
and  regulations  of the  Commission  and  the  instructions  to Form  S-8,  the
Registrant is not filing such documents  with the  Commission  either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424.

                                     PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference

         The  following  documents  and  information  previously  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

(a)      The  Registrant's  Annual Report on Form 10-K (the "Annual Report") for
         the  fiscal  year  ended  December  31,  1997  filed  pursuant  to  the
         Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)      The  Registrant's  definitive Proxy Statement dated April 6, 1998 filed
         in   connection   with  the   Registrant's   1998  Annual   Meeting  of
         Stockholders;

(c)      The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         September  30,  1998,  filed  pursuant  to  Section  13 or 15(d) of the
         Exchange Act;

(d)      The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         June 30,  1998,  filed  pursuant to Section 13 or 15(d) of the Exchange
         Act;

(e)      The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         March 31, 1998,  filed  pursuant to Section 13 or 15(d) of the Exchange
         Act;

(f)      The  description  of  the  Company's  Common  Stock  contained  in  the
         Company's  Registration  Statement  on Form 8-A12G filed on January 31,
         1997 (File No. 000-26082); and

(g)       The  description  of  the  Company's  Common  Stock  contained  in the
          Company's Registration Statement on Form 8-A filed on May 17, 1995.

         All  documents  subsequently  filed with the  Commission  by Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  hereunder  have  been sold or which  deregisters  all  securities  then
remaining  unsold  under  this  Registration  Statement,  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.

                                      II-1
Item 4.  Description of Securities.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         Certain  members of Wilson  Sonsini  Goodrich and Rosati,  Professional
Corporation,  and  investment  partnerships  of which such  persons are partners
beneficially own 8,809 shares of the Registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware provides for the
indemnification  of  officers,  directors  and other  corporate  agents in terms
sufficiently broad to indemnify such persons, under certain  circumstances,  for
certain liabilities (including reimbursement of expenses incurred) arising under
the Securities Act of 1933 (the "Securities Act").

         The Registrant's Bylaws provide that the Registrant shall indemnify its
directors  and  executive  officers  and may  indemnify  its other  officers and
employees  and other agents to the fullest  extent  permitted by law,  including
circumstances in which indemnification is otherwise discretionary under Delaware
law.

         The   Registrant   has  adopted   provisions  in  its   Certificate  of
Incorporation  that limit the personal  liability of its  directors and officers
for monetary  damages arising from a breach of their fiduciary duties in certain
circumstances  to the  fullest  extent  permitted  by law.  Such  limitation  of
liability  does not  affect  the  availability  of  equitable  remedies  such as
injunctive relief or rescission.

         The  Registrant  entered  into  indemnification   agreements  with  its
executive  officers  and  directors  containing  provisions  which  are in  some
respects broader that the specific  indemnification  provisions contained in the
General Corporation Law of Delaware. The indemnification  agreements may require
the Company,  among other  things,  to  indemnify  such  officers and  directors
against certain  liabilities that may arise by reason of their status or service
as directors or officers (other than liabilities arising from willful misconduct
of a culpable  nature).  These  agreements  also  indemnify  the  directors  and
executive officers for certain expenses (including attorney's fees),  judgments,
fines and settlement amounts incurred as a result of any proceeding against them
as to which they could be indemnified.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

       Exhibit
        Number                      Document
        ------    --------------------------------------------------------------
         4.1      1999  Nonstatutory  Stock Option Plan.

         5.1      Opinion of Wilson  Sonsini  Goodrich and Rosati,  Professional
                  Corporation regarding legality.

        23.1      Consent of Ernst & Young LLP, Independent Auditors.

        23.2      Consent  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation (contained in Exhibit 5.1 hereto).

                                      II-2
24.1      Power of Attorney (see page II-4).

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

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

         (2)   That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

         (3)   To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act 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 shall be deemed
         to be a new registration  statement relating to the securities therein,
         and the offering of such  securities at that time shall be deemed to be
         an initial bona fide offering thereof.

(c)      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
         Securities  and Exchange  Commission  such  indemnification  is against
         public  policy as expressed in the  Securities  Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liabilities  (other than the payment by the Registrant of expenses
         incurred or paid by a director,  officer or  controlling  person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is  asserted  by such  director,  officer,  or  controlling  person  in
         connection with the securities being  registered,  the Registrant will,
         unless in the  opinion of its  counsel  the matter has been  settled by
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy  as  expressed  in the Act and  will be  governed  by the  final
         adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Fremont,  State of  California,  on this 6th day of
January, 1999

                                           VidaMed, Inc.

                                           By: /s/ David J. Illingworth
                                               ---------------------------------
                                               David J. Illingworth
                                               Chairman, President and Chief
                                               Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  David J.  Illingworth  and Richard D.
Brounstein, jointly and severally, as his attorney-in-fact,  each with the power
of  substitution,  for him in any and all capacities,  to sign any amendments to
this  Registration  Statement on Form S-8, and to file the same,  with  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,   hereby  ratifying  and  confirming  all  that  the  said
attorneys-in-fact,  or his substitute or substitutes, may 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 date indicated.
SIGNATURE                                     TITLE                                       DATE
---------                                     -----                                       ----
/s/ David J. Illingworth              Chairman, President and Chief                    January 6, 1999
------------------------------------     Executive Officer (Principal Executive
       David J. Illingworth              Officer)*

  /s/ Richard D. Brounstein              Vice President of Finance and Chief              January 6, 1999
------------------------------------     Financial Officer (Principal Financial
      Richard D. Brounstein              and Accounting Officer)

   /s/ Franklin D. Brown                 Director*                                        January 6, 1999
------------------------------------     
       Franklin D. Brown            

     /s/ Robert Erra                     Director*                                        January 6, 1999
------------------------------------
         Robert Erra

    /s/ Wayne I. Roe                     Director*                                        January 6, 1999
------------------------------------
        Wayne I. Roe

                                         Director*                                        January 6, 1999
------------------------------------
     Michael H. Spindler
* The 1999 Nonstatutory  Stock Option Plan is being registered  pursuant to this
Registration  Statement  and  is  subject  to  administration  by the  Board  of
Directors of the Registrant.
II-4
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                                  VidaMed, Inc.
INDEX TO EXHIBITS

       Exhibit             Description
--------------------------------------------------------------------------------

         4.1               1999 Nonstatutory Stock Option Plan

         5.1               Opinion  of  Wilson  Sonsini   Goodrich  and  Rosati,
                           Professional Corporation regarding legality.

        23.1               Consent of Ernst & Young LLP, Independent Auditors

        23.2               Consent   of  Wilson   Sonsini   Goodrich  &  Rosati,
                           Professional  Corporation  (contained  in Exhibit 5.1
                           hereto)

        24.1               Power of Attorney (see Page II-4)

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