As filed with the Securities and Exchange Commission on December 17, 2003

                                                      Registration No. 33-______
--------------------------------------------------------------------------------

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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     --------------------------------------

                                 TRIMEDYNE, INC.
             (Exact name of registrant as specified in its charter)


         Nevada                                               36-3094439
----------------------------                            ------------------------
(State or Other Jurisdiction                                 (IRS Employer
Incorporation or Organization)                             Identification No.)

    15091 Bake Parkway
    Irvine, California                                          92618
----------------------------------------                       -------
(Address of Principal Executive Offices)                      (Zip Code)

           Shares Underlying the 2003 Non-Qualified Stock Option Plan
                            MARVIN P. LOEB, CHAIRMAN
                                 TRIMEDYNE, INC.
                               15091 Bake Parkway
                            Irvine, California 92618
                     (Name and Address of Agent for Service)

                                 (949) 951-3800
          (Telephone Number, Including Area Code, of Agent of Service)

                                   Copies to:
                            RICHARD F. HOROWITZ, ESQ.
                          Heller, Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017


                                           Calculation of Registration Fee
<TABLE>
<S>                        <C>                <C>                     <C>                     <C>
                                               Proposed                Proposed
Title of                                       Maximum                 Maximum
Securities                 Amount              Offering                Aggregate               Amount of
to be                      to be               Price                   Offering                Registration
Registered                 Registered          Per Share (1)           Price (1)               Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock               3,342,071                 $1.03             $3,442,333                $316.69
</TABLE>

(1)  Estimated  solely for the purpose for calculating the  registration  fee on
     the basis of the closing price quoted on the OTCBB on December 11, 2003.


<PAGE>
                                   PROSPECTUS

                                 TRIMEDYNE, INC.

                     SHARES OF COMMON STOCK, $0.01 PAR VALUE

     This  Prospectus  covers the  proposed  offer and sale by certain  security
holders (the "Selling  Shareholders") of Trimedyne,  Inc. ("we",  "our" or "us")
from time to time at their  discretion,  at prevailing  market prices,  of up to
3,342,071 shares of our Common Stock, $0.01 par value (the "Shares").

     Of these,  2,000,000  Shares are  reserved  for  granting of stock  options
("Options")  pursuant  to our 2003  Non-Qualified  Stock  Option Plan (the "2003
Option  Plan"),  under  which  Options to  purchase  1,108,500  Shares have been
granted, and 1,342,071 Shares have been or are committed to be issued to certain
of our officers, employees and consultants in lieu of compensation for services.

     Our  Shares  are  traded  on the  NASDAQ  Over-the-Counter  Bulletin  Board
("OTC:BB")  under the symbol "TMED".  On December 11, 2003, the closing price of
our Common Stock, as reported by the OTC:BB, was $1.03 per Share.

     The net  proceeds  from the Shares  sold by the Selling  Shareholders  will
inure entirely to their benefit and not to us. We will,  however,  receive funds
from the exercise of Options,  to the extent, if any, the Options are exercised.
The Shares may be offered from time to time by the Selling  Shareholders through
ordinary brokerage transactions,  in negotiated  transactions,  or otherwise, at
market prices prevailing at the time of sale or at negotiated  prices. See "Plan
of Distribution."

     Although there are no current arrangements therefore,  commissions equal to
or in excess of normal  brokerage  commissions may be paid to brokerage firms by
the Selling Shareholders in connection with such sales. Each Selling Shareholder
will bear all expenses with respect to  his/her/its  sale of Shares,  except the
costs  associated  with  registering  the  Shares  under  the Act and  under any
applicable  State blue sky or securities  laws,  and preparing and printing this
Prospectus.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     We will furnish to each person to whom this  Prospectus is delivered,  upon
written request, a copy of any or all of the documents referred to by reference,
other than  exhibits to such  documents  unless such  exhibits are  specifically
incorporated herein by reference. Requests should be addressed to: Sudele Seron,
Secretary,  Trimedyne,  Inc.,  15091  Bake  Parkway,  Irvine,  California  92618
(Telephone: (949) 951-3800). email: sseron@trimedyne.com.



                THE DATE OF THIS PROSPECTUS IS DECEMBER 15, 2003
<PAGE>

THIS  OFFERING  INVOLVES  SIGNIFICANT  RISKS  CONCERNING  OUR  COMPANY  AND  ITS
BUSINESS.  SEE "RISK FACTORS",  WHICH BEGINS ON PAGE 3 OF THIS  PROSPECTUS,  FOR
CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS  PROSPECTUS  AND, IF GIVEN OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION  MUST NOT BE RELIED  UPON AS HAVING BEEN  AUTHORIZED  BY US. THIS
PROSPECTUS  DOES NOT CONSTITUTE AN OFFER TO SELL OR  SOLICITATION OR AN OFFER TO
BUY ANY OF THE SECURITIES TO ANY PERSON IN ANY JURISDICTION  WHERE SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.

                             ADDITIONAL INFORMATION

     We  have  filed  with  the   Securities   and  Exchange   Commission   (the
"Commission"),  450 Fifth Street,  NW,  Washington,  D.C.  20549, a Registration
Statement  on Form S-8 under the  Securities  Act of 1933  with  respect  to the
securities  offered hereby  (herein,  together with all amendments and exhibits,
referred to as the "Registration  Statement").  This Prospectus filed as part of
the Registration Statement does not contain all the information set forth in, or
annexed as exhibits  to, the  Registration  Statement.  For further  information
pertaining  to  the  securities   offered  hereby  our  business  and  financial
condition,  reference is made to the information  requirements of the Securities
Exchange  Act of 1934,  as amended.  The  Registration  Statement  and  exhibits
thereto, as well as reports, proxy and information  statements,  and other filed
information,  may be inspected at the Headquarters  Office of the Securities and
Exchange Commission located at 450 Fifth Street, NW, Room 1024, Washington, D.C.
20549 and at  certain of the  Commission's  regional  offices  at the  following
addresses:  7 World  Trade  Center,  New York,  New York;  and 500 West  Madison
Street,  Chicago,  Illinois;  copies of such  material may be obtained  from the
Public Reference  Section of the Commission at 450 Fifth Street,  NW, Room 1024,
Washington D.C. at prescribed  rates. The Commission  maintains a World Wide Web
site on the Internet at  http://www.sec.gov  that  contains  reports,  proxy and
information  statements and other information regarding us and other registrants
that file electronically with the Commission.


                                TABLE OF CONTENTS
<TABLE>
<S>     <C>                                                                         <C>
         HEADING                                                                     PAGE NO.
         -------                                                                     --------
         PROSPECTUS                                                                       1
         THE OFFERING                                                                     3
         RISK FACTORS                                                                     3
         THE COMPANY                                                                      6
         BUSINESS                                                                         6
         USE OF PROCEEDS                                                                  7
         SELLING SHAREHOLDERS                                                             7
         PLAN OF DISTRIBUTION                                                             9
         LITIGATION                                                                       9
         DESCRIPTION OF SECURITIES                                                        9
         INCORPORATION OF DOCUMENTS BY REFERENCE                                          9
         COMMISSION'S POLICY ON INDEMNIFICATION                                          10
         LEGAL OPINION                                                                   10
</TABLE>
                                       2
<PAGE>

                                  THE OFFERING

     This  prospectus  covers  the  proposed  offer and sale by  certain  of our
security  holders,  from  time to time at  prevailing  market  prices,  at their
discretion,  of up to 3,342,071 Shares of our Common Stock, $0.01 par value. Our
Shares are traded on the NASDAQ Over-the-Counter Bulletin Board under the symbol
"TMED".  The  closing  price of our Shares on  December  11,  2003 was $1.03 per
share.

                                  RISK FACTORS

     There  is no  assurance  that our  future  activities  will be  successful.
Moreover,  there is no assurance  that our business  will be unaffected by newer
technological  developments,  that we will be able to develop or obtain licenses
to new  products  that may be  required  for us to  successfully  compete in our
market  areas,  that we will  continue to satisfy  regulatory  requirements  and
obtain regulatory  approvals to market new products,  or that we will be able to
adapt to changes in the economics of the medical technology  business in general
and the laser and laser delivery systems business in particular.

     An  investment  in our Shares  involves a high  degree of risk.  You should
carefully consider the risks and uncertainties described below, which may not be
the  only  ones we face.  If any of the  following  risks  actually  occur,  our
business,  financial  condition  or results of  operations  could be  materially
adversely affected. In this event, the trading price of our Shares could decline
and you may lose all or part of your investment.

1.   LIMITED CASH RESOURCES

     On June 30, 2003, we had cash of $1,300,000, receivables of $532,000 (after
allowances for bad debts), inventories of $1,500,000 and other current assets of
$242,000. On that date, we had accounts payable of $751,000, accrued expenses of
$543,000,  accrued  compensation  of $250,000 and other current  liabilities  of
$139,000.  All of the  above  amounts  are  unaudited  figures.  While  our cash
resources  are limited,  we expect to continue to operate on a profitable  basis
and increase our cash resources, although such cannot be assured.

2.   WE HAVE INCURRED SUBSTANTIAL LOSSES IN THE PAST

     We had a profit of  $828,000,  or $0.06 per share,  unaudited,  in the nine
months ended June 30, 2003.  However,  we had a net loss of  $1,215,000 or $0.08
per  share in the  fiscal  year  ended  September  30,  2002,  and a net loss of
$7,484,000  or $0.59 per share in the fiscal year ended  September  30, 2001. We
had an accumulated  deficit of $44,313,000 at June 30, 2003.  While we expect to
continue to operate at a profit,  we could incur losses in the future if we fail
to  generate   revenues   sufficient  to  offset  the  costs   associated   with
manufacturing  and  marketing  our  current  products,  our  overhead,  and  the
development  of new products.  There can be no assurance that we will be able to
operate profitably in the future.

3.   WE MAY NEED SUBSTANTIAL ADDITIONAL FINANCING IN THE FUTURE

     Although our working capital (current assets over our current  liabilities)
was  $1,891,000  at June 30,  2003,  on an unaudited  basis,  if you exclude our
inventories,  our liquid working  capital on that date was $391,000.  We believe
our existing  working capital may be sufficient to meet our operating needs, and
the operating  needs of our 100% owned laser rental  subsidiary for the next six
to twelve months.  However, if we fail to continue to operate profitability,  or
if we undertake  the  development,  testing and marketing of new products in the
future,  we may need to raise  substantial  additional  capital.  Also,  we have
$200,000 of Senior Convertible Notes outstanding which are due, with interest at
12% per annum, in 2007. The Notes and accrued interest are convertible at prices
of $0.40  and $0.50  per  Share.  If the  Notes  and  accrued  interest  are not
converted,  we may have to raise additional  capital to pay the Note holders the
principal and interest due on the Notes.  Sources of such  financing may include
the sale of  additional  equity  securities  or the sale or  licensing of patent
rights.  The issuance of  additional  Shares or shares of  Preferred  Stock will
dilute the equity interests of our holders of shares. There is no assurance such
financing, if and when needed, will be available to us on acceptable terms.

                                       3
<PAGE>

4.   THERE IS NO ASSURANCE ANY OR ALL OF THE NOTES AND ACCRUED  INTEREST WILL BE
     CONVERTED OR ANY OR ALL OF THE OPTIONS WILL BE EXERCISED

     There is no assurance any or all of the Notes and accrued  interest will be
converted or any or all of the Options will be exercised prior to the expiration
of their  conversion  or exercise  rights,  as such is largely  dependent on the
market price of our Shares in the future significantly  exceeding the conversion
prices of the Notes,  which range from $0.40 to $0.50 per share, or the exercise
prices of the Options, which range from $0.14 to $3.84 per share.

5.   WE MAY NOT BE ABLE TO ADJUST TO RAPID TECHNOLOGICAL CHANGES

     We are engaged in an intensely  competitive  industry. In recent years, the
medical laser industry has been  characterized  by rapid  technological  change.
There is no  assurance  that our  present  products  may not face  technological
obsolescence,  or that we will be able to  develop,  acquire  licenses  for,  or
obtain  regulatory   approvals  to  market  new  products  and  keep  pace  with
technological advances by our competitors.

6.   WE MAY ACQUIRE OTHER ENTITIES

     Although we have no present  plans to do so, we may engage in  acquisitions
of other companies and businesses in the future and may use our cash reserves or
shares of our Preferred Stock or Common Stock to pay for these acquisitions.  If
we use  shares of our  Preferred  or Common  Stock for  acquisitions,  this will
result in a dilution  of the  percentage  of the equity  owned by holders of our
Shares.   In  addition,   acquisitions   may  involve   speculative   and  risky
undertakings.   Under  Nevada  law,  acquisitions  do  not  require  shareholder
approval, except when accomplished by merger or consolidation.

7.   WE HAVE OBLIGATIONS TO ISSUE SHARES THAT WILL DILUTE OUR HOLDERS

     In addition to 760,000  Shares  which may be issued if all  $200,000 of the
Notes  with  accrued  interest  to  maturity  are  converted,  the  Registration
Statement  of which this  Prospectus  is a part  covers  800,514  Shares we have
agreed to issue to our  Chairman and 6,957 Shares we have agreed to issue to our
President in lieu of $265,059 and $2,250 of cash  compensation  they have agreed
to waive,  respectively,  through September 30, 2003, and 146,000 Shares we have
agreed to issue to certain of our officers,  employees and a consultant  (25,000
to our President) in lieu of compensation for services.

8.   OUR STOCK PRICE IS VOLATILE

     The market prices for securities of medical device companies, including our
Shares,  have been  volatile.  It is likely  that the price of our  Shares  will
fluctuate in the future. Many factors can impact the market price of our Shares,
such as announcements of technological  innovations or new commercial  products,
FDA   clearances  or  approvals,   distribution   agreements,   the  results  of
pre-clinical testing and clinical trials, the issuance or acquisition of patents
or  proprietary  rights,  changes  in  sales  or  earnings,  recommendations  by
securities  analysts,  and market conditions in general. The market price of our
Shares could also be adversely  affected by future  conversions  of the Notes or
exercises of outstanding Options.

9.   WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS

     We have not paid any dividends in the past and do not anticipate paying any
dividends in the foreseeable  future.  This may depress the price of our Shares,
as a non-dividend paying stock may not appeal to certain investors.

                                       4
<PAGE>

10.  WE MAY ISSUE PREFERRED STOCK THAT COULD AFFECT THE RIGHTS OF HOLDERS OF OUR
     SHARES

     We are authorized to issue 1,000,000  shares of Preferred  Stock. Our Board
of Directors has broad powers to fix the rights and terms of any Preferred Stock
we may issue, without requiring shareholder approval. Although we presently have
no  intention  to do so, the  issuance  of any of our  authorized  but  unissued
Preferred  Stock in the future could have an adverse effect on the rights of the
holders of our Shares.

11.  WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION

     Our business is subject to extensive  regulation by the FDA and  comparable
regulatory   authorities  of  foreign  countries.   Compliance  with  regulatory
requirements  and obtaining  approvals to test or market new medical  devices is
expensive and time consuming.  There is no assurance we will be able to continue
to  meet  all  regulatory   requirements  of  the  FDA  and  other  governmental
authorities  necessary  to market our present  products  or obtain and  maintain
approvals to test and market new products.  Failing to meet necessary government
requirements  will have a negative  impact on our ability to continue as a going
concern.

12.  WE CARRY LIMITED LIABILITY INSURANCE

     We carry an aggregate of $5,000,000 of general liability  insurance.  There
is no assurance  that we can maintain  such  insurance in force at an acceptable
cost or that the amount of such  insurance  will be  sufficient  to protect  our
assets  in the  event of  claims  by users of our  products,  patients  or other
parties.  If court awards  exceeding the amount of such insurance were made, our
assets could be depleted.

13.  WE ARE DEPENDENT UPON MAINTAINING PATENTS AND LICENSES

     There is no assurance  our patents will be upheld if challenged in court or
that we will be able to obtain  additional valid patents.  We cannot assure that
our patents can be  successfully  enforced  against  infringers.  We also cannot
assure that our products do not infringe  patents  owned by others,  licenses to
which may not be available to us. Our  inability to maintain our patents,  avoid
infringement  of our patents by others or, to obtain  licenses to any  necessary
patents could have a material adverse impact on our financial condition, results
of  operations  and  our  ability  to  successfully  remain  in  business.  (See
"Litigation" for information on a patent  infringement  lawsuit filed against us
by a competitor,  a counter-suit we filed against this  competitor,  and current
product liability lawsuits).

14.  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this  Prospectus are  forward-looking  statements
that involve risks and uncertainties.  These forward-looking  statements include
statements about our plans, objectives, expectations, intentions and assumptions
and other  statements  contained in this  Prospectus  that are not statements of
historical  fact.  You can  identify  these  statements  by words such as "may,"
"will," "should,"  "estimates,"  "plans," "expects,"  "believes,"  "intends" and
similar  expressions.  We cannot guarantee  future results,  levels of activity,
performance or achievements. Our actual results and the timing of certain events
may differ significantly from those discussed in the forward-looking statements.
Factors that might cause such a  discrepancy  include  those  discussed in "Risk
factors" and elsewhere in this prospectus.  You are cautioned to not rely on any
forward-looking statements.

                                       5

<PAGE>

                                   THE COMPANY

     We are engaged in the development,  manufacturing  and marketing of Holmium
"cold" pulsed lasers.  We manufacture a variety of  proprietary,  disposable and
reusable fiber-optic, laser energy delivery devices, which have been cleared for
sale by the U.S. Food and Drug  Administration  ("FDA") for use with our Holmium
lasers and those made by others in  orthopedics,  urology,  ear, nose and throat
("ENT") surgery, gynecology, gastrointestinal surgery, general surgery and other
medical  applications.  We are also developing  several new,  proprietary  laser
energy delivery devices for use with such lasers.

     Our 100% owned subsidiary,  Mobile Surgical Technologies,  Inc. ("MST"), is
engaged in the rental of lasers,  along with the services of a trained operator,
on a "fee per case" basis to hospitals,  surgery  centers,  group  practices and
individual  physicians  in Texas and  Oklahoma.  We plan to extend  MST's rental
activities to other states in the future.  We have a Revenue  Sharing  Agreement
with  another "fee per case" laser  rental  company,  under which we provide one
laser to them and  share  in the  revenues  from  its  rental.  While we  expect
revenues  from  "fee  per  case"  rentals  of  lasers  to  grow,  such  revenues
represented  only 13% of our revenues in the nine months ended June 30, 2003 and
11% of our revenues in the preceding fiscal year ended September 30, 2002.

     We were  incorporated  in Nevada on May 1, 1980.  Our address is 15091 Bake
Parkway, Irvine, CA 92618. Our telephone number is (949) 951-3800, our facsimile
number is (949) 855-8206 and our website is www.trimedyne.com.

                                    BUSINESS

     The principal use of our Holmium lasers in urology is to fragment stones in
the kidney,  ureter and bladder.  Our Holmium lasers and optical fibers are able
to fragment  stones of any size,  composition,  hardness  or color.  Our Holmium
lasers  are  also  cleared  for  sale by the FDA for  the  treatment  of  benign
prostatic   hyperplasia  or  "BPH"  (sometimes   referred  to  as  an  "enlarged
prostate").  We  recently  received  clearance  from  the  FDA to  market  a new
side-firing  laser  device.  We plan to conduct a small study on the use of this
new device in the treatment of BPH,  which affects about 50% of men over age 55,
to  support an  application  to the FDA to market it for the  treatment  of this
condition.

     The  principal  uses of our  Holmium  lasers  in  orthopedics  are to treat
herniated  (bulging) and ruptured lumbar discs, two of the three major causes of
lower back pain,  and to treat damage in joints.  An estimated 65 million people
suffer from back pain in the United  States,  and about 1 million  surgeries  to
treat back pain and 1.2 million arthroscopy procedures to treat damage in joints
are performed each year in the United States.

     Our Holmium lasers and proprietary Side-Firing Laser Needles are used
in minimally invasive, percutaneous (x-ray guided) and endoscopic laser
discectomy procedures to treat herniated spinal discs, and in endoscopic laser
foraminoplasty ("ELF") procedures to treat both herniated and ruptured lumbar
discs, all on an outpatient basis.

     Our laser discectomy and ELF procedures are typically performed in about 30
minutes,  with only local  anesthesia,  on an outpatient basis. The back and leg
pain often  disappears  on the operating  table or in recovery,  and the patient
usually  walks out with only a Band Aid on the  needle  puncture  (stitches  are
usually not  required).  Most  patients can return to light  activities in a few
days and to work in two or so weeks.  Published studies show success rates (good
or excellent results, based on pain scores) from our laser disc procedures after
two  years of 87% to 91%.  Our  minimally  invasive,  laser  discectomy  and ELF
procedures   cost   Medicare,   insurance   companies  and  health   maintenance
organizations  (HMOs) less than  one-half the cost of the  traditional  surgical
procedures,  which  require  general  anesthesia  and  entail a 2 day or  longer
hospital  stay,  significant  post-operative  pain and a recovery  period of 2-3
months or longer.  Published studies show the success rates of conventional disc
surgery to be significantly lower than those of our laser procedures.

     The third major cause of lower back pain is a degenerated  lumbar disc, due
to injury, disease or dehydration (loss of water content) of the disc due to old
age.  Approximately  400,000 conventional  "fusion" surgical procedures to treat
degenerated  discs  are  performed  each  year in the  United  States.  In these
procedures, metal rods and screws are attached to the vertebra to immobilize the
spine. Fusion surgery generally requires general anesthesia,  a hospital stay of
3-5 days, significant post-operative pain and a recovery period of 3-4 months or
longer.

                                        6
<PAGE>


     Our Holmium laser and Side-Firing Laser Needles are presently being used by
an orthopedic  surgeon with a specially designed spinal implant he developed for
use in a new, experimental,  endoscopic Spinal Stabilization  procedure to treat
degenerated  lumbar  discs on an  outpatient  basis.  The implant is designed to
maintain the mobility of the spine.  The surgeon has assigned the patent  rights
to the implant to us for a royalty on future  sales,  if any.  While the surgeon
has had successful results in a small group of patients, a multi-center clinical
trial with successful  results will be required to obtain FDA approval to market
the  implant.   The  expected  cost  of  this  outpatient  Spinal  Stabilization
procedure, if and when the implant is approved for sale by the FDA, which cannot
be assured,  is expected to be about one-third the cost of a conventional fusion
surgery.

     There  is no  assurance  that we will be able to  successfully  market  our
current  laser  products  in the  future,  that we can  successfully  market the
recently FDA cleared  side-firing laser device,  that we can obtain FDA approval
to market the spinal implant or, if it is FDA approved, that we can successfully
market it to treat  degenerated  discs,  or that we will derive any profits from
any of the above.

                                 USE OF PROCEEDS

     The net  proceeds  from the Shares  sold by the Selling  Shareholders  will
inure entirely to their benefit.  We will not receive any proceeds from the sale
of the Shares,  other than the  exercise  prices of the  Options,  if and to the
extent the Options are exercised.

                              SELLING SHAREHOLDERS

     An  aggregate  of up to  3,342,071  Shares may be offered  pursuant to this
Prospectus by certain security holders, including the persons whose names appear
below (the "Selling Shareholders"), some of whom may be deemed to be affiliates,
as defined in Rule 405 promulgated under the Securities Act of 1933, as amended.
The table below sets forth with  respect to such Selling  Shareholders,  (i) the
nature of any position, office or other material relationship he has had with us
within the past three years, (ii) the total amount of Shares  beneficially owned
by each Selling  Shareholder  prior to the offering,  (iii) the amount of shares
which may be offered for sale for the account of such Selling Shareholder in his
discretion  from time to time pursuant to this  Prospectus,  and (iv) the amount
and percentage of the outstanding  Shares which would be  beneficially  owned by
such Selling  Shareholder after sale of all of the Shares offered by the Selling
Shareholders pursuant to this Prospectus,  if they are all offered and sold, and
assuming that other Shares held by such Selling Shareholders are not sold.
<TABLE>
Names and                                   Shares Owned      Shares        Shares Owned After Offering
Relationship(1)                             Before Offering   Offered       Amount              Percent
<S>                                        <C>                <C>           <C>                 <C>
Aguirre, Jose                                  14,100          5,000          9,100                 *
Baker, Donald (Director)                       90,000(2)      40,000         50,000                 *
Black, Todd                                     6,500          2,000          4,500                 *
Beeny, Scott                                    5,000          5,000
Cao, Helen                                      6,800          2,000          4,800                 *
Cabral, Richard                                 2,000          2,000
Casper, David, M.D. (Consultant)               10,000         10,000
Chavit, Joseph                                 14,500          5,000          9,500                 *
Chiu, John C., M.D. (Consultant)               15,000         15,000
Chor, Daly                                      6,800          2,000          4,800                 *
Chuch, Bunnack                                 11,000          4,000          7,000                 *
Corning, Ingrid                                13,500          5,000          8,500                 *
Dao, Thu Ha                                     4,300          2,000          2,300                 *
De Antonio, Sandra                              9,400          2,000          7,400                 *
Donner Corp. International (Consultant)        25,000         25,000
Eap, Haysan                                    41,900         12,500         29,400                 *
</TABLE>

                                       7
<PAGE>
<TABLE>
Names and                                   Shares Owned      Shares        Shares Owned After Offering
Relationship                                Before Offering   Offered       Amount              Percent
<S>                                        <C>                <C>           <C>                 <C>
Farmer, Jeremy                                   2,000         2,000
Fine, Russell (Consultant)                     15,000         15,000
Fink, Mary                                       3,000         3,000
Gong, Naomi (Consultant)                         5,000         5,000
Guerrero, Mauricio                               3,000         3,000
Horowitz, Richard (Director)                   90,000(3)      40,000         50,000                 *
Jakubowski, Stanislaw                          17,200          3,000         14,200                 *
Kenney, Brian (Vice President)               135,000(4)      125,000         10,000                 *
Knight, Martin, M.D. (Consultant)              10,000         10,000
Krahn, Henry, M.D. (Consultant)                10,000         10,000
Ladendorf, Eric                                  2,000         2,000
Le, Hung                                         8,900         2,000          6,900                 *
Le, Ngoc A.T.                                    4,300         2,000          2,300                 *
Lindsay, Russell                               13,000          8,000          5,000                 *
Loeb, Marvin P. (Chairman & CEO)           2,672,114(5)    1,339,114      1,333,000                 9.9%
Lojewska, Bozena                               12,500          4,000          8,500                 *
Ly, Huong                                        4,500         2,000          2,500                 *
Massry, Guy, M.D. (Consultant)                 10,000         10,000
Meyers & Associates (Consultant)             200,000(6)      200,000
Morales, Irma                                    4,500         2,000          2,500                 *
Nguyen, Derick                                 14,700          5,000          9,700                 *
Nguyen, Justin                                   9,500         3,000          6,500                 *
Olivere, Gina                                    5,000         2,000          3,000                 *
Pergl, James                                   75,000         15,000         60,000                 *
Ramirez, Jorge, M.D. (Consultant)              10,000         10,000
Richley, Richard, M.D. (Consultant)            35,000         35,000
Rudner, Jeffrey (Treasurer)                  107,000(7)      107,000
Seron, Sudele (Secretary)                      43,000(8)      15,000         28,000                 *
Shade, Dennis                                  32,000          8,000         24,000                 *
Silva, Rubicelia                                 6,800         2,000          4,800                 *
Simmons, Marcus                                  9,500         4,000          5,500                 *
Smith, Craig                                   85,000         85,000
Spence, Rebecca                                  3,000         3,000
Strader, Randy                                 18,500          7,000         11,500                 *
Trin Le, Thao                                    4,300         2,000          2,300                 *
Wright, Keith                                    2,000         2,000
Yeik, Glenn D. (President & Director)             250,257(9) 209,957         40,300                 *
Yeung, Anthony, M.D. (Consultant)                 10,000      10,000
</TABLE>
--------
        * Less than 1%.

(1)  Unless otherwise noted, an employee of the Company.  If no other address is
     shown, their address is 15091 Bake Parkway, Irvine, CA 92618.

(2)  Consists of 50,000 Shares and Options to purchase 40,000 Shares. Address is
     544 Earlston Road, Kenilworth, IL 60043.

(3)  Consists of 50,000 Shares and Options to purchase 40,000 Shares. Address is
     Heller, Horowitz & Feit, P.C., 292 Madison Avenue, New York, NY 10017.

(4)  Consists of 35,000 Shares and Options to purchase 100,000 Shares.

                                       8
<PAGE>

(5)  Consists of 961,600 Shares owned by Mr. Loeb and his wife,  adult children,
     grandchildren  and trusts  for their  benefit,  of which Mr.  Loeb is not a
     trustee,  800,514 Shares  issuable to Mr. Loeb and his family  members,  at
     fair market  value  (based on the  closing  price of the Shares on the last
     business day of each month) in lieu of $265,059 of cash  compensation  from
     May 2001 through  September  2003,  760,000 Shares issuable to Mr. Loeb and
     his family  members in the event of  conversion  of  $200,000  of Notes and
     accrued interest to 2007, and Options to purchase 150,000 Shares.

(6)  Consists entirely of Options.  Address is 45 Broadway, 2nd Floor, New York,
     NY 10006.

(7)  Consists of 10,000 Shares and Options to purchase 97,000 Shares.

(8)  Consists of 5,000 Shares and Options to purchase 38,000 Shares.

(9)  Consists  of  65,300  Shares,   6,957  Shares  issuable  in  lieu  of  cash
     compensation  through  September 30, 2003, and Options to purchase  178,000
     Shares.

                              PLAN OF DISTRIBUTION

     The sale of Shares by the Selling Shareholders may be affected by them from
time to time on the OTCBB or in such  other  public  forum  where our Shares are
publicly  traded or listed for quotation.  These sales may be made in negotiated
transactions  through  the  timing  of  options  on the  Shares,  or  through  a
combination  of such methods of sale, at fixed  prices,  which may be charged at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices or at negotiated prices.  The Selling  Shareholders may
affect such transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive commissions from the Selling Shareholders and/or
the purchasers of the Shares for which such broker-dealer may act as an agent or
to whom they sell as principal,  or both.  The  compensation  as to a particular
broker-dealer may be in excess of customary compensation.

     The Selling  Shareholders and any broker-dealers who act in connection with
the sale of the Shares  hereunder  may be deemed to be  underwriters  within the
meaning of Section 2(11) of the Securities Act, and any commissions  received by
them and any profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.

                                   LITIGATION

     On January 18, 2002, a competitor filed a lawsuit against us in the Federal
District  Court alleging  infringement  of two of its U.S.  Patents.  We filed a
counter-suit alleging infringement of two of our U.S. Patents, along with claims
of trade libel, unfair competition and other anti-trust violations.  We executed
an agreement to settle this  litigation  on terms which we believe are favorable
to us, and both lawsuits were  dismissed on November 17, 2003. We are also named
as a defendant  in three  product  liability  lawsuits,  along with  physicians,
hospitals or surgery centers and others, which are being defended in conjunction
with our product liability insurance carrier.

                            DESCRIPTION OF SECURITIES

     The Shares  being  offered  hereby by the  Selling  Shareholders  are fully
described  in our  Registration  Statement  on Form 8-A filed on July 16,  1982,
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") (See "Incorporation of Certain Documents by Reference").

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed by us with the Commission are  incorporated
herein by reference:

(a)  Our Annual  Report on Form 10-K for the fiscal  year  ended  September  30,
     2002,  filed pursuant to Section 13 of the Securities  Exchange Act of 1934
     (the "Act").

(b)  Our Quarterly  Reports on Form 10-Q(SB) for the quarters ended December 31,
     2002, March 31, 2003 and June 30, 2003, filed pursuant to Section 13 of the
     Act.

                                       9
<PAGE>

(c)  The description of the Shares  contained in our  Registration  Statement on
     Form 8-A filed July 16, 1982, pursuant to Section 12 of the Act.

(d)  All documents  subsequently filed by us pursuant to Sections 13(a),  13(c),
     14 and 15(d) of the  Exchange  Act prior to the filing of a  post-effective
     amendment  hereto which  indicates that all of the Shares offered have been
     sold or deregisters all Shares then remaining unsold.

     In addition,  all documents  subsequently  filed by us pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment  hereto which  indicates  that all Shares offered have
been sold or which deregisters all Shares then remaining unsold, shall be deemed
to be a part hereof from the date of the filing of each such report or document.

     We will furnish to each person to whom this  Prospectus is delivered,  upon
written request, a copy of any or all of the documents referred to by reference,
other than  exhibits to such  documents  unless such  exhibits are  specifically
incorporated herein by reference. Requests should be addressed to: Sudele Seron,
Secretary,  Trimedyne,  Inc.,  15091  Bake  Parkway,  Irvine,  California  92618
(Telephone: (949) 951-3800), email: sseron@trimedyne.com.

                   COMMISSION'S POLICY ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

     Article 12 of our Certificate of Incorporation directs us to provide in our
bylaws for  provisions  relating to the  indemnification  of our  directors  and
officers  to the full  extent  permitted  by law.  Section  78.751 of the Nevada
Revised Statutes, as amended, authorizes us to indemnify any director or officer
under  certain  prescribed  circumstances  and  subject to  certain  limitations
against  certain  costs and  expenses,  including  attorneys'  fees actually and
reasonably incurred in connection with any action, suit, or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  to which such person is a
party by reason of being our director or officer,  if it is determined that such
person acted in accordance with the applicable  standard of conduct set forth in
such statutory provisions.

     We may also purchase and maintain insurance for the benefit of any director
or officer, which may cover claims for which we could not indemnify such person.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted  to  our  directors,   officers,   and  controlling   persons,  or  to
underwriters (or controlling  persons thereof) of which an officer,  partner, or
controlling  person  thereof is one of the foregoing or otherwise,  we have been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by us of expenses  incurred or paid by
any such persons,  in the successful defense of any action,  suit or proceeding)
is  asserted  by any  such  persons  in  connection  with the  securities  being
registered,  we will,  unless in the  opinion of our counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by us is against public policy as
expressed  in the Act,  and we will be  governed  by the final  decision of such
issue.

                                  LEGAL OPINION

     Legal matters in connection  with the Shares being offered hereby have been
passed upon for us by Heller, Horowitz & Feit, and P.C., 292 Madison Avenue, New
York, New York 10017.  Heller,  Horowitz & Feit, P.C. is our general  securities
and corporate  counsel and  represented us in our initial public offering and in
numerous matters since then. Mr. Richard F. Horowitz,  a member of such Firm, is
also a member of our Board of Directors.

                                       10

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     The  following  documents  filed by the  Company  with the  Commission  are
incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
     September 30, 2002,  and the Company's  Quarterly  Reports on Form 10-Q(SB)
     for the fiscal  quarters ended  December 31, 2002,  March 31, 2003 and June
     30, 2003,  filed pursuant to Section 13 of the  Securities  Exchange Act of
     1934, as amended (the "Exchange Act").


     (b)  The  description  of the  Common  Stock  contained  in  the  Company's
     Registration Statement on Form 8-A filed July 16, 1982, pursuant to Section
     12 of the Exchange Act.


     (c) All documents subsequently filed by the 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 hereto which indicates that all the Shares offered
     have been sold or deregisters all Shares then remaining unsold.


Item 4. Description of Securities.

     The Common Stock being offered  hereby by the Company under the  Trimedyne,
Inc.  2003  Non-Qualified  Stock Option Plan (the "2003  Option  Plan") is fully
described in the Company's Registration Statement on Form 8-A, filed on July 16,
1982,  pursuant to Section 12 of the Exchange Act (See "Incorporation of Certain
Documents by Reference").

Item 5. Interests of Named Experts and Counsel.

     Mr. Richard F. Horowitz is a member of the firm of Heller, Horowitz & Feit,
and P.C., which is general securities and corporate counsel to the Company,  and
is also a member of the Company's Board of Directors.

Item 6. Indemnification of Directors and Officers.

     Article 12 of the  Registrant's  Certificate of  Incorporation  directs the
Registrant  to  provide  provisions  in its bylaws  for the  indemnification  of
directors and officers to the full extent  permitted by law.  Section  78.751 of
the Nevada Revised Statues,  as amended,  authorizes the Registrant to indemnify
any director or officer under certain  prescribed  circumstances  and subject to
certain  limitations  against certain costs and expenses,  including  attorneys'
fees actually and  reasonably  incurred in connection  with any action,  suit or
proceeding,  whether civil, criminal  administrative or investigative,  to which
such  person  is a party  by  reason  of  being a  director  or  officer  of the
Registrant,  if it is determined  that such person acted in accordance  with the
applicable standard of conduct set forth in such statutory provisions.

     The Registrant may also purchase and maintain  insurance for the benefit of
any director or officer,  which may cover claims for which the Registrant  could
not indemnify such person.

Item 7. Exemption from Registration Claimed.

          Not applicable.

Item 8. Exhibits

          4.5  Trimedyne, Inc. 2003 Non-Qualified Stock Option Plan

          5.1  Opinion of Counsel

                                       11
<PAGE>


          23.1 Consent of Counsel (included with Exhibit 5.1)

          23.2 Consent of Independent Auditors


Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

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

          (i)  Include  any  Prospectus  required  by  Section  10(a)(3)  of the
               Securities Act of 1933;

          (ii) Reflect  in the  Prospectus  any facts or events  arising  which,
               individually or in the aggregate,  represent a fundamental change
               in the information set forth in the Registration Statement;

          (iii)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 of 1933, 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 Shares being  registered  which remain unsold at the  termination of
     the offering.


                                  EXHIBIT INDEX
<TABLE>
<S>                                                                <C>
Exhibit                                                             Page No.
-------                                                             --------
Trimedyne, Inc. 2003 Non-Qualified
Stock Option Plan                                                     14

Opinion and Consent of Counsel                                        21

Consent of Independent Auditors                                       22
</TABLE>

                                       12
<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  Irvine,  State of  California,  on the 15th day of
December, 2003.

                                           TRIMEDYNE, INC.

                                           By /S/ Marvin P. Loeb
                                           --------------------------------
                                           Marvin P. Loeb
                                           Chairman of the Board of Directors

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

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


 /S/ Marvin P. Loeb             Chairman, Chief Executive   December 15, 2003
---------------------------     Officer and Director
Marvin P. Loeb

/S/ Glenn D. Yeik               President, Chief Operating  December 15, 2003
---------------------------     Officer and Director
Glenn D. Yeik

/S/ Donald Baker                Director                    December 15, 2003
---------------------------
Donald Baker

/S/ Richard F. Horowitz         Director                    December 15, 2003
---------------------------
Richard F. Horowitz

/S/ Jeffrey S. Rudner           Treasurer and Chief         December 15, 2003
---------------------------     Accounting Officer
Jeffrey S. Rudner

/S/ Sudele Seron                Secretary                   December 15, 2003
----------------------------
Sudele Seron

                                       13
<PAGE>


                                                                    Exhibit 4.5


                                 TRIMEDYNE, INC.
                      2003 NON-QUALIFIED STOCK OPTION PLAN



1.   PURPOSE

     This Non-Qualified  Stock Option Plan (the "Plan") is intended to encourage
stock ownership of Trimedyne,  Inc., a Nevada Corporation (the "Corporation") by
officers,  directors,  employees and consultants of the Corporation and those of
any subsidiary  corporations (the "Subsidiaries"),  as defined in Section 424(f)
of the Internal Revenue Code of 1986, as amended (the "Code"),  so that they may
acquire or increase their proprietary interest in the success of the Corporation
and Subsidiaries,  and to encourage them to remain in the employ of, or maintain
their relationship with, the Corporation and/or the Subsidiaries.  It is further
intended  that stock  options  ("Options")  issued  pursuant  to this Plan shall
constitute  non-qualified  stock  options,  the tax  consequences  of which  are
governed  by  Section  83  of  the  Code  ("Non-Qualified  Stock  Options"),  as
designated at the time of grant. The Corporation  intends this Plan to enable it
to issue  Non-Qualified  Stock Options,  with exercise prices at the fair market
value on the date of grant,  and with other  terms  similar in most  respects to
Incentive Stock Options.

2.   ADMINISTRATION

     The Plan shall be  administered  by a committee  appointed  by the Board of
Directors of the  Corporation  (the  "Committee").  Each member on the Committee
shall  be  a  "disinterested  person"  within  the  meaning  of  Rule  16b-3  as
promulgated  under the  Securities  Exchange Act of 1934,  as amended (the "1934
Act").  Such  Committee  shall  consist  of not  less  than two  members  of the
Corporation's  Board of Directors.  The Board of Directors may from time to time
remove  members  from,  or add  members  to,  the  Committee.  Vacancies  on the
Committee,  howsoever  caused,  shall be filled by the Board of  Directors.  The
Committee  shall select one of its members as Chairman,  and shall hold meetings
at such times and places as it may  determine.  A majority of the  Committee  at
which a quorum is  present,  or acts  reduced  to or  approved  in  writing by a
majority of the members of the Committee,  shall be valid acts of the Committee.
The  Committee  shall from time to time at its  discretion  determine  (i) those
officers,  directors,  employees and consultants (including key and non-key) who
shall be  granted  Options;  (ii) the  number of shares  of  common  stock  (the
"Shares") to be optioned to each; and (iii) regardless of the express provisions
of the Plan,  the terms of all Options so granted.  Other than "formula  awards"
granted  pursuant to Article 5(k),  no director  while a member of the Committee
shall be eligible to receive an Option under the Plan.

     The  interpretation  and construction by the Committee of any provisions of
the Plan or of any  Option  granted  under it  shall be final  unless  otherwise
determined by the Board of Directors. No member of the Board of Directors or the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any Option granted under it.

     If at any time no Committee shall be in office, the "disinterested persons"
of the Board of Directors shall perform the functions of the Committee.

3.   ELIGIBILITY

     The persons who shall be eligible to receive  Options  under the Plan shall
be such  officers  and  employees  (whether  or not they are  directors)  of the
Corporation or its Subsidiaries as the Committee shall select from time to time.
Non-employee directors, consultants and others, who have a relationship with the
Corporation or its Subsidiaries, which the Committee considers beneficial to the
Corporation,  may also receive Options under the Plan. An optionee may hold more
than one Option, but only on the terms and subject to the restrictions hereafter
set forth. Members of the Committee, and "disinterested" members of the Board of
Directors  if there is no  Committee,  shall only be eligible to receive  grants
under the Plan pursuant to Article 5(k).

                                       14
<PAGE>

4.   STOCK

     The Shares  subject to the  options  to be  granted  hereunder  shall be an
aggregate of 2,000,000  shares of the  Corporation's  authorized but unissued or
reacquired $.01 par value Common Stock, hereinafter referred to as the "Shares".
The limitations  established by each of the preceding sentences shall be subject
to adjustment as provided in Article 5(g) of the Plan.

     In the event any outstanding  Option under the Plan for any reason expires,
lapses or is  otherwise  terminated,  the Shares  allocable  to the  unexercised
portion of such Option may again become the subject of an Option  granted  under
the Plan.

5.   TERMS AND CONDITIONS OF OPTIONS

     Options  granted  pursuant to the Plan shall be authorized by the Committee
and shall be evidenced by agreements  in such form as the  Committee  shall from
time to time approve,  which  agreements shall comply with and be subject to the
following terms and conditions.

     (a)  Number of Shares.

     Each Option shall state the total number of Shares to which it pertains.

     (b) Option Price.

     Each Option shall state the option price, which shall be not less than 100%
of the fair  market  value of the Shares of the  Corporation  on the date of the
granting of the Option.  In the event that the Committee  takes no action to fix
the term of an Option granted to such an individual, such Option shall contain a
provision that it shall expire ten (10) years from the date of grant in the case
of  directors,  officers and employees and five (5) years from the date of grant
in the case of  consultants  and others.  For  purposes of this  paragraph,  the
parent of the Corporation  shall be any  corporation,  which with respect to the
Corporation, is a parent corporation pursuant to Section 424(e) of the Code; and
the  Subsidiaries  of the  Corporation  shall be all  corporations  which,  with
respect to the  Corporation,  are  subsidiary  corporations  pursuant to Section
424(f) of the  Code.  During  such time as the  Shares  are not  listed  upon an
established stock exchange or traded in  over-the-market,  the fair market value
per share  shall be the  closing  price of the  Shares on the day the  Option is
granted, as reported by the National Association of Securities Dealers,  Inc. If
no sale of the  Corporation's  Shares shall have been made on the date of grant,
the fair  market  value  shall be the  closing  price of the  Shares on the next
preceding  day on  which  there  was a sale  of  such  Shares.  If  there  is no
established  market for the Shares, the fair market value shall be determined by
the  most  recent  prior  private  sale  price  of the  Shares.  Subject  to the
foregoing, the Committee in fixing the exercise price of Options shall have full
authority and discretion so long as they shall act in good faith.

     (c)  Medium and Time of Payment.

     The  exercise  price  shall be payable in United  States  dollars  upon the
exercise  of the  Option  and may be paid in  cash,  check or in  Shares  of the
Corporation,  based upon the fair  market  value of those  Shares as  determined
under Article 5(b) of the Plan.

     (d) Term and Exercise of Options.

     No Option  under the Plan shall be  exercisable  either in whole or in part
prior to twelve  months  from the date it is  granted.  Subject  to the right of
cumulation  provided for in this  subdivision,  each Option,  other than Formula
Options,  shall be exercisable as to not more than one-fifth of the total number
of Shares  granted  thereby to officers  and  employees  and as to not more than
one-third of the Shares granted  thereby to directors,  consultants  and others,
during each twelve-month  period during which the optionee remains  continuously
an officer,  director,  employee or  consultant of the  Corporation,  commencing
twelve months from the date of the granting of the Option.  Notwithstanding  the
limitations of the first two sentences of this subparagraph,  the Committee,  in
its discretion, may waive such vesting requirements,  and each Option shall also
be otherwise

                                       15
<PAGE>

exercisable  pursuant to the terms of each Option Agreement as determined by the
Committee.  To the extent that the Option is not  exercised  in any period,  the
number of shares as to which the option is exercisable  shall  accumulate and be
exercisable,  in whole or in part, in any subsequent  period, but not later than
the expiration of the term of the Option.  No Option shall be exercisable  after
the  expiration of the term of the Option or three months after  termination  of
employment, except as provided for herein in the event of the death or permanent
and total  disability  (as defined below) of the optionee.  Upon  exercise,  the
Option  must be  exercised  for a minimum  number of one hundred  (100)  shares,
unless the number of shares  for which the  Option is  exercisable  at such time
shall be less than one hundred (100) shares in which case the minimum  number of
shares   exercisable  shall  be  the  total  amount  for  which  the  Option  is
exercisable.

     (e)  Termination of Employment Except Death.

     In the event that an optionee shall cease to be employed by the Corporation
or  Subsidiaries  for any reason  other than his death and shall be no longer in
the employ of any of them,  subject  to the  condition  that no Option  shall be
exercisable after the expiration of its term, such optionee shall have the right
to exercise  the Option at any time within three  months  (twelve  months in the
case of the  "permanent  and total  disability"  of the  optionee  as defined in
Section 22(e)(3) of the Code) after such termination of employment to the extent
his right to exercise  such Option had accrued  pursuant to Article  5(d) of the
Plan and had not  previously  been  exercised  at the date of such  termination.
Subject to Treasury Regulation 1.421-7,  whether authorized leave of absence for
military or governmental  services shall  constitute  termination of employment,
for the  purpose  of the  Plan,  shall be  determined  by the  Committee,  which
determination,  unless  overruled by the Board of Directors,  shall be final and
conclusive.  (As used in this Plan, the terms "employ" and "employment" shall be
deemed to refer to employment of the optionee by the  Corporation and any of its
Subsidiaries.)

     (f)  Death of Optionee and Transfer of Option.

     During the lifetime of the optionee,  the Option shall be exercisable  only
by him and shall not be assignable or  transferable  by him, and no other person
shall  acquire  any  rights  therein.  Options  granted  hereunder  shall not be
transferable  except by will or by the laws of descent and distribution.  In the
event of the death of an  optionee,  no Option  shall be  exercised  unless such
optionee had been an employee of the  Corporation or any Subsidiary for a period
of six (6) months following the date of grant thereof. If the optionee shall die
while in the employ of the  Corporation  or a  Subsidiary  or within a period of
three months after the termination of his employment with the Corporation or any
Subsidiary  and shall not have fully  exercised  the Option,  such Option may be
exercised,  subject to the condition that no Option shall be  exercisable  after
the expiration of its term, to the extent that the optionee's  right to exercise
such Option had accrued  pursuant to Article 5(d) of the Plan at the time of his
death and had not previously been  exercised,  at any time within one year after
the optionee's  death, by the executors or  administrators of the optionee or by
any  person or persons  who shall have  acquired  the option  directly  from the
optionee by bequest or inheritance.

     (g)  Changes in Capitalization.

     Subject to any required  action by the  stockholders,  the number of Shares
covered by each outstanding Option, and the exercise price per share thereof set
forth in each such Option, shall be proportionately adjusted for any increase or
decrease in the number of issued  shares of Common Stock of the  Corporation  by
reason of any Common  Stock  dividend  or common  stock  split or reverse  stock
split,  recapitalization  (including,  without  limitation,  the  payment  of an
extraordinary   cash   dividend),   the  issuance  of  stock   rights,   merger,
consolidation, combination, exchange of shares, spin-off, distribution of assets
to  stockholders,  or other similar  corporate  change.  In its discretion,  the
Committee  may also  adjust  the number of Shares  covered  by each  outstanding
Option  in the event of the sale or other  disposition  or  distribution  by the
corporation of all or a portion of its assets.

     Subject to any required  actions by the  stockholders,  if the  Corporation
shall  be  the  surviving  corporation  in any  merger  or  consolidation,  each
outstanding  Option  shall  pertain  to and apply to the  securities  to which a
holder of the number of shares of common stock  subject to the Option would have
been entitled.  A dissolution  or liquidation of the  Corporation or a merger or
consolidation in which the Corporation is not the surviving  corporation,  shall
cause each outstanding  Option to terminate,  provided that each optionee shall,
in  such  event,  have  the  right  immediately  prior  to such  dissolution  or

                                       16
<PAGE>

liquidation,  or merger or  consolidation  in which the  Corporation  is not the
surviving corporation, to exercise his Option in whole or in part without regard
to the installment provisions of Article 5(d) of the Plan, provided the optionee
has been continuously employed by the Corporation for at least two (2) years.

     In the  event  of a  change  in the  Common  Stock  of the  Corporation  as
currently  constituted,  which is limited  to a change of all of its  authorized
shares with par value into the same number of shares with a different  par value
or without par value,  the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of the Plan.

     To the extent  that the  foregoing  adjustments  relate to Common  Stock or
other  securities  of the  Corporation,  such  adjustments  shall by made by the
Committee,  whose  determination  in that  respect  shall be final,  binding and
conclusive.

     Except  as  hereinbefore  expressly  provided  in this  Article  5(g),  the
optionee shall have no rights by reason of any subdivision or  consolidation  of
the  shares of stock of any class or the  payment of any stock  dividend  or any
other  increase  or decrease in the number of shares of stock of any class or by
reason of any dissolution,  liquidation,  merger or consolidation or spin-off of
assets or stock of any class, or securities  convertible into shares of stock of
any class,  and no adjustment  by reason  thereof shall be made with respect to,
the number or price of the Shares subject to the Option.

     The grant of an Option pursuant to the Plan shall not affect in any way the
right  or  power  of the  Corporation  to  make  adjustments,  reclassification,
reorganizations  or changes of its capital of business  structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

     (h)  Rights as Stockholder or Employee.

     An  optionee  or a  transferee  of an  Option  shall  have no  rights  as a
stockholder  with respect to any Shares  covered by his Option until the date of
the issuance of a stock  certificate to him for such Shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other  property)  or  distribution  or other rights for which the record date is
prior to the date such  stock  certificate  is  issued,  except as  provided  in
Article 5(g) hereof. The Plan is not a contract of employment,  and the terms of
employment of any optionee or the  relationship of any  non-employee  consultant
with the  Corporation  shall not be affected in any way be the Plan shall not be
construed as conferring any legal rights upon any optionee for a continuation of
employment,  nor shall it  interfere  with the right of the  Corporation  or any
Subsidiary  to discharge  any  optionee  and to treat him without  regard to the
effect which such treatment might have upon him as an optionee.

     (i) Modification, Extension and Renewal of Options.

     Subject to the terms and conditions and within the limitations of the Plan,
including but limited to Article 5(d), the Committee may modify, extend or renew
outstanding   Options  granted  under  the  Plan  or  accept  the  surrender  of
outstanding Options (to the extent not theretofore  exercised) and authorize the
granting  to the new  Options  in  substitution  therefore  (to the  extent  not
theretofore exercised). The Committee shall not, however, modify any outstanding
Options so as to specify a lower price. Notwithstanding the foregoing,  however,
no modification of an Option shall,  without the consent of the optionee,  alter
or impair any rights or obligations under any Option  theretofore  granted under
the Plan.

         (j) Investment Purpose and Qualification of Shares.

         Each Option under the Plan shall be granted on the condition that the
purchases of Shares thereunder shall be for investment purposes, and not with a
view to resale or distribution except that, in the event the Shares subject to
such option are registered under the Securities Act of 1933, as amended, or in
the event a resale of such Shares without such registration would otherwise be
permissible, such condition shall be inoperative if in the opinion of counsel
for the Corporation such condition is not required under the Securities Act of
1933 or any other applicable law, regulation, or rule of any governmental
agency.

                                       17
<PAGE>

     The  Corporation  shall seek such  authority as may lawfully be required to
offer and sell the Shares covered by an Option in each  jurisdiction in which an
optionee  resides.  However,  nothing  herein shall require the  Corporation  to
register  under the  Securities  Act of 1933  either the Plan,  Options  granted
thereunder or any securities  issued or issuable  pursuant to any option granted
under  the  Plan.  If  such  authority  is not  obtained  for  any  reason,  the
Corporation  shall not be obligated  (and shall be relieved of any liability for
failure) to issue and sell any securities,  which may be exercisable pursuant to
any Option granted hereunder until and unless such authority is obtained.

     (k)  Formula Awards to Committee Members.

     Each director appointed to the Committee shall be granted "Formula Options"
to purchase  30,000 Shares on the day such Committee  member is so appointed and
thereafter  further grants of Formula  Options to purchase  30,000 Shares on the
third  anniversary  of the grant of such  Committee  member's  most recent prior
grant  under  this  Article  5(k);  provided,  however,  that the grant to newly
appointed  Committee members shall be reduced on an  option-for-option  basis by
the amount of any Options accepted by such appointee from the Company within the
prior 24 month period.  The Formula  Options  granted to such  Committee  member
shall have an exercise  price per share  equal to the fair  market  value of the
Shares on the date of grant. Each Formula Option granted under this Article 5(k)
shall become  exercisable in three equal installments on each of the first three
anniversaries of the date of grant.  Each portion of each Formula Option granted
under this  Article  5(k) shall be  exercisable  for ten years after the date of
grant. Upon termination of a director's  membership on the Board, other than due
to such  director's  death or  "permanent  and total  disability,"  any  Formula
Options which are then exercisable may be exercised by such director at any time
prior to the expiration of such Option's term or within three (3) months (twelve
months in the case of death or "permanent and total disability")  following such
cessation of  membership,  whichever  period is shorter.  The exercise price for
each  Formula  Option  granted  pursuant to this  Article 5(k) is payable in the
forms  prescribed  in  Article  5(c).  The  terms  and  provisions  of the Plan,
including  specifically  but without  limitation  the first  sentence of Article
5(g),  shall also apply to the grant and  exercise  of Formula  Options,  to the
extent such other  provisions do not contradict  the express  provisions of this
Article  5(k) and  further  provided  that no  provision  of this Plan  shall be
construed as applying to this Article 5(k) if the  application of such provision
would  have  the  effect  of  a  recipient  of  Formula  Options  to  not  be  a
"disinterested person."

     (l)  Other Provisions.

     The Option Agreements authorized under the Plan shall from time to time and
from  Option  to  Option  contain  such  other  provisions,  including,  without
limitation, restrictions upon the exercise of the Option, as the Committee shall
deem advisable in each case.

6.   CORPORATION LOANS

     The Corporation may make nonrecourse, collateralized loans to employees for
the  purpose of  exercising  Options,  with such loans to be made to officers or
employees of the Corporation or the  Subsidiaries who are then and who remain in
good  standing,  said loans  bearing  interest at a rate to be determined by the
Committee,  but in no event at a rate of interest less than the Federal interest
rate  applicable  under  Section  7872 of the Code.  Such loans shall be in such
amounts  as may from  time to time be  required  to  enable  said  employees  to
exercise  Options  granted  under the Plan,  to the  extent  that such loans are
permitted by law and to the extent that such Options are then  exercisable,  and
shall be secured by the  shares  being  purchased.  Such loans  shall,  however,
terminate and be due and payable (including interest) thirty days after the last
day of the  employment of any employee or, if earlier,  upon the  disposition by
the employee of the shares purchased with the proceeds of such loans.

7.   RELOAD OPTIONS

     Without in any way limiting the  authority of the  Committee to make grants
hereunder,  and in order to induce  officers  and other key  employees to retain
ownership of Shares of the  Corporation,  the Committee shall have the authority
(but not an  obligation)  to include  within any Option  Agreement  a  provision
entitling the optionee to a further Option (a "Reload  Option") in the event the
optionee exercises the Option evidenced by the option agreement,  in whole or in
part, by  surrendering  other shares of stock of the Company in accordance  with
this Plan and terms and  conditions  of the Option  Agreement.  Any such  Reload

                                       18
<PAGE>

Option shall be for number of shares of stock equal to the number of surrendered
shares of stock,  shall become  exercisable in the event the purchased shares of
stock are held for a minimum period of time  established  by the Committee,  and
shall be  subject  to such  other  terms and  conditions  as the  Committee  may
determine.   Reload  Options  shall  only  be  available  to  Committee  members
exercising Formula Options received pursuant to Article 5(k), if the Corporation
shall  receive an opinion  of counsel  that the grant of Reload  Options to such
Committee  member will not cause such  Committee  member to lose his status as a
"disinterested  director" within the meaning of Rule 16b-3 promulgated under the
1934 Act, in which event the Reload  Options shall be held for six months before
they may be exercised.

8.   INDEMNIFICATION OF COMMITTEE

     In addition  to such other  rights of  indemnification  as they may have as
directors or as members of the Committee,  the members of the Committee shall be
indemnified  by the  Corporation  against  the  reasonable  expenses,  including
attorneys'  fees,  actually  and  necessarily  incurred in  connection  with the
defense of any action,  suit or  proceeding,  or in  connection  with any appeal
therein,  to which  they or any of them may be a party by reason  of any  action
taken or  failure  to act  under or in  connection  with the Plan or any  Option
granted  thereunder,  and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent  legal counsel  selected by
the  Corporation)  or paid by them in  satisfaction  of a  judgment  in any such
action,  suit or proceeding;  provided that within 60 days after  institution of
any such action,  suit or  proceeding a Committee  member shall in writing offer
the Corporation the  opportunity,  at its own expense,  to handle and defend the
same.  The foregoing  right of  indemnification  shall be exclusive and shall be
independent of any other rights of  indemnification to which such persons may be
entitled  under the  Corporation's  Articles of  Incorporation  or  By-Laws,  by
contract, as a matter of law, or otherwise.

                                       19
<PAGE>

9.   AMENDMENT OF THE PLAN

     The Board of Directors of the Corporation may, insofar as permitted by law,
from  time to time,  with  respect  to any  Shares  at the time not  subject  to
Options,  suspend or  discontinue  the Plan or revise or amend it in any respect
whatsoever,  except to remove the administration of the Plan from the Committee,
or render any member of the  Committee  eligible to receive an Option  under the
Plan,  other than Formula Options,  while serving thereon.  Neither the Board of
Directors nor the Committee may amend, suspend, modify, or terminate the Plan so
as to alter or impair any grantee's right under any Option  theretofore  granted
under the Plan. The above notwithstanding,  the provisions of Article 5(k) shall
not be amended  more than once  every six  months,  other  than to comport  with
changes in the Code, the Employee Retirement Income Security Act of 1974, or the
rules thereunder. Further, any and/or all provisions of this Plan may be revised
and/or  deleted,  if the Board of Directors,  acting upon the advice of Counsel,
determines  that the  securities  laws  and/or tax laws then in effect no longer
require the inclusion of such provisions.

10.  APPLICATION OF FUNDS

     The  proceeds  received by the  Corporation  from the sale of Common  Stock
pursuant to options will be used for general corporate purposes.

11.  NO OBLIGATION TO EXERCISE OPTION

     The granting of an Option shall impose no  obligation  upon the optionee to
exercise such Option.

                                     * * * *

                                       20
<PAGE>
                                                                    Exhibit 5.1

                         HELLER, HOROWITZ & FEIT, P.C.,
                               292 Madison Avenue
                               New York, NY 10017
                                 (212) 685-7600

                                December 15, 2003

Trimedyne, Inc.
15091 Bake Parkway
Irvine, CA  92618

Gentlemen:

     As  counsel  for  your  Company,  we  have  examined  your  certificate  of
incorporation,   by-laws,  and  such  other  corporate  records,  documents  and
proceedings  and such questions of laws we have deemed  relevant for the purpose
of this opinion.

     We have also, as such counsel,  examined the  Registration  Statement  (the
"Registration  Statement") of your Company on Form S-8, coving the  registration
under the  Securities  Act of 1933,  as amended,  of up to  3,342,071  shares of
Common Stock, $0.01 par value, of the Company ("Common Stock").

     Our review has also  included the exhibits and form of  prospectus  for the
issuance  of such  securities  (the  "Prospectus")  filed with the  Registration
Statement.

     On the basis of such examination, we are of the opinion that:

     1.   The Company is a corporation  duly authorized and validly existing and
          in good standing under the laws of the State of Nevada, with corporate
          power to conduct the  business  which it conducts as  described in the
          Registration Statement.

     2.   The Company has an authorized  capitalization  of 30,000,000 shares of
          Common Stock and 1,000,000 shares of Preferred Stock.

     3.   The Common Stock has been duly and validly  authorized  and,  upon the
          issuance  thereof,  will be duly and validly  issued as fully paid and
          non-assessable shares of Common Stock.

     We hereby consent to the use of our name in the Registration  Statement and
Prospectus  and we also  consent  to the  filing of this  opinion  as an exhibit
thereto.


                                Very truly yours,

                                /S/Richard F. Horowitz
                                ----------------------
                                Richard F. Horowitz


                                       21
<PAGE>


                                                                   Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
January 14, 2003, appearing on page F-2 of the Trimedyne,  Inc. Annual Report on
Form 10-K for the year ended September 30, 2002.



                                /s/ MCKENNON, WILSON & MORGAN, LLP.
                                ----------------------------------
                                MCKENNON, WILSON & MORGAN, LLP.
                                Irvine, California
                                December 15, 2003
<PAGE>
                               RE-OFFER PROSPECTUS

                                 TRIMEDYNE, INC.

                     SHARES OF COMMON STOCK, $0.01 PAR VALUE

     This Re-Offer  Prospectus  covers the proposed re-offer and sale by certain
security holders (the "Selling Shareholders") of Trimedyne, Inc. ("we", "our" or
"us") from time to time at their discretion,  at prevailing market prices, of up
to 3,342,071 shares of our Common Stock, $0.01 par value (the "Shares").

     Of these,  2,000,000  Shares are  reserved  for  granting of stock  options
("Options")  pursuant  to our 2003  Non-Qualified  Stock  Option Plan (the "2003
Option  Plan"),  under  which  Options to  purchase  1,108,500  Shares have been
granted, and 1,342,071 Shares have been or are committed to be issued to certain
of our officers, employees and consultants in lieu of compensation for services.

     Our  Shares  are  traded  on the  NASDAQ  Over-the-Counter  Bulletin  Board
("OTC:BB")  under the symbol "TMED".  On December 11, 2003, the closing price of
our Common Stock, as reported by the OTC:BB, was $1.03 per Share.

     The net  proceeds  from the Shares  sold by the Selling  Shareholders  will
inure entirely to their benefit and not to us. We will,  however,  receive funds
from the exercise of Options,  to the extent, if any, the Options are exercised.
The Shares may be offered from time to time by the Selling  Shareholders through
ordinary brokerage transactions,  in negotiated  transactions,  or otherwise, at
market prices prevailing at the time of sale or at negotiated  prices. See "Plan
of Distribution."

     Although there are no current arrangements therefore,  commissions equal to
or in excess of normal  brokerage  commissions may be paid to brokerage firms by
the Selling Shareholders in connection with such sales. Each Selling Shareholder
will bear all expenses with respect to  his/her/its  sale of Shares,  except the
costs  associated  with  registering  the  Shares  under  the Act and  under any
applicable  State blue sky or securities  laws,  and preparing and printing this
Prospectus.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     We will  furnish  to  each  person  to whom  this  Re-Offer  Prospectus  is
delivered,  upon written request, a copy of any or all of the documents referred
to by reference,  other than exhibits to such documents unless such exhibits are
specifically incorporated herein by reference.  Requests should be addressed to:
Sudele Seron, Secretary, Trimedyne, Inc., 15091 Bake Parkway, Irvine, California
92618 (Telephone: (949) 951-3800). email: sseron@trimedyne.com.


                THE DATE OF THIS PROSPECTUS IS DECEMBER 15, 2003

                                       1
<PAGE>

     THIS OFFERING  INVOLVES  SIGNIFICANT  RISKS  CONCERNING OUR COMPANY AND ITS
BUSINESS.  SEE "RISK FACTORS",  WHICH BEGINS ON PAGE 3 OF THIS  PROSPECTUS,  FOR
CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

     NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE  ANY  INFORMATION  OR  MAKE  ANY
REPRESENTATION  NOT  CONTAINED IN THIS  PROSPECTUS  AND, IF GIVEN OR MADE,  SUCH
INFORMATION OR REPRESENTATION  MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY US. THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OR
AN OFFER TO BUY ANY OF THE  SECURITIES TO ANY PERSON IN ANY  JURISDICTION  WHERE
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

                             ADDITIONAL INFORMATION

     We  have  filed  with  the   Securities   and  Exchange   Commission   (the
"Commission"),  450 Fifth Street,  NW,  Washington,  D.C.  20549, a Registration
Statement  on Form S-8 under the  Securities  Act of 1933  with  respect  to the
securities  offered hereby  (herein,  together with all amendments and exhibits,
referred to as the "Registration Statement").  This Re-offer Prospectus filed as
part of the  Registration  Statement  does not contain all the  information  set
forth in, or annexed as exhibits  to, the  Registration  Statement.  For further
information  pertaining  to the  securities  offered  hereby  our  business  and
financial  condition,  reference is made to the information  requirements of the
Securities  Exchange Act of 1934,  as amended.  The  Registration  Statement and
exhibits  thereto,  as well as reports,  proxy and information  statements,  and
other filed  information,  may be  inspected at the  Headquarters  Office of the
Securities and Exchange  Commission  located at 450 Fifth Street, NW, Room 1024,
Washington,  D.C. 20549 and at certain of the  Commission's  regional offices at
the following addresses:  7 World Trade Center, New York, New York; and 500 West
Madison Street, Chicago,  Illinois; copies of such material may be obtained from
the Public  Reference  Section of the  Commission at 450 Fifth Street,  NW, Room
1024, Washington D.C. at prescribed rates. The Commission maintains a World Wide
Web site on the Internet at http://www.sec.gov  that contains reports, proxy and
information  statements and other information regarding us and other registrants
that file electronically with the Commission.

                                TABLE OF CONTENTS
<TABLE>
<S>     <C>                                                 <C>
         HEADING                                            PAGE NO.
         -------                                            --------
         PROSPECTUS                                            1
         THE OFFERING                                          3
         RISK FACTORS                                          3
         THE COMPANY                                           6
         BUSINESS                                              6
         USE OF PROCEEDS                                       7
         SELLING SHAREHOLDERS                                  7
         PLAN OF DISTRIBUTION                                  9
         LITIGATION                                            9
         DESCRIPTION OF SECURITIES                             9
         INCORPORATION OF DOCUMENTS BY REFERENCE               9
         COMMISSION'S POLICY ON INDEMNIFICATION               10
         LEGAL OPINION                                        10
</TABLE>

                                       2
<PAGE>
                                  THE OFFERING

     This re-offer  prospectus  covers the proposed re-offer and sale by certain
of our security holders, from time to time at prevailing market prices, at their
discretion,  of up to 3,342,071 Shares of our Common Stock, $0.01 par value. Our
Shares are traded on the NASDAQ Over-the-Counter Bulletin Board under the symbol
"TMED".  The  closing  price of our Shares on  December  11,  2003 was $1.03 per
share.

                                  RISK FACTORS

     There  is no  assurance  that our  future  activities  will be  successful.
Moreover,  there is no assurance  that our business  will be unaffected by newer
technological  developments,  that we will be able to develop or obtain licenses
to new  products  that may be  required  for us to  successfully  compete in our
market  areas,  that we will  continue to satisfy  regulatory  requirements  and
obtain regulatory  approvals to market new products,  or that we will be able to
adapt to changes in the economics of the medical technology  business in general
and the laser and laser delivery systems business in particular.

     An  investment  in our Shares  involves a high  degree of risk.  You should
carefully consider the risks and uncertainties described below, which may not be
the  only  ones we face.  If any of the  following  risks  actually  occur,  our
business,  financial  condition  or results of  operations  could be  materially
adversely affected. In this event, the trading price of our Shares could decline
and you may lose all or part of your investment.

1.   LIMITED CASH RESOURCES

     On June 30, 2003, we had cash of $1,300,000, receivables of $532,000 (after
allowances for bad debts), inventories of $1,500,000 and other current assets of
$242,000. On that date, we had accounts payable of $751,000, accrued expenses of
$543,000,  accrued  compensation  of $250,000 and other current  liabilities  of
$139,000.  All of the  above  amounts  are  unaudited  figures.  While  our cash
resources  are limited,  we expect to continue to operate on a profitable  basis
and increase our cash resources, although such cannot be assured.

2.   WE HAVE INCURRED SUBSTANTIAL LOSSES IN THE PAST

     We had a profit of  $828,000,  or $0.06 per share,  unaudited,  in the nine
months ended June 30, 2003.  However,  we had a net loss of  $1,215,000 or $0.08
per  share in the  fiscal  year  ended  September  30,  2002,  and a net loss of
$7,484,000  or $0.59 per share in the fiscal year ended  September  30, 2001. We
had an accumulated  deficit of $44,313,000 at June 30, 2003.  While we expect to
continue to operate at a profit,  we could incur losses in the future if we fail
to  generate   revenues   sufficient  to  offset  the  costs   associated   with
manufacturing  and  marketing  our  current  products,  our  overhead,  and  the
development  of new products.  There can be no assurance that we will be able to
operate profitably in the future.

3.   WE MAY NEED SUBSTANTIAL ADDITIONAL FINANCING IN THE FUTURE

     Although our working capital (current assets over our current  liabilities)
was  $1,891,000  at June 30,  2003,  on an unaudited  basis,  if you exclude our
inventories,  our liquid working  capital on that date was $391,000.  We believe
our existing  working capital may be sufficient to meet our operating needs, and
the operating  needs of our 100% owned laser rental  subsidiary for the next six
to twelve months.  However, if we fail to continue to operate profitability,  or
if we undertake  the  development,  testing and marketing of new products in the
future,  we may need to raise  substantial  additional  capital.  Also,  we have
$200,000 of Senior Convertible Notes outstanding which are due, with interest at
12% per annum, in 2007. The Notes and accrued interest are convertible at prices
of $0.40  and $0.50  per  Share.  If the  Notes  and  accrued  interest  are not
converted,  we may have to raise additional  capital to pay the Note holders the
principal and interest due on the Notes.  Sources of such  financing may include
the sale of  additional  equity  securities  or the sale or  licensing of patent
rights.  The issuance of  additional  Shares or shares of  Preferred  Stock will
dilute the equity interests of our holders of shares. There is no assurance such
financing, if and when needed, will be available to us on acceptable terms.

                                       3
<PAGE>

4.   THERE IS NO SSURANCE ANY OR ALL OF THE NOTES AND ACCRUED  INTEREST  WILL BE
     CONVERTED OR ANY OR ALL OF THE OPTIONS WILL BE EXERCISED

     There is no assurance any or all of the Notes and accrued  interest will be
converted or any or all of the Options will be exercised prior to the expiration
of their  conversion  or exercise  rights,  as such is largely  dependent on the
market price of our Shares in the future significantly  exceeding the conversion
prices of the Notes,  which range from $0.40 to $0.50 per share, or the exercise
prices of the Options, which range from $0.14 to $3.84 per share.

5.   WE MAY NOT BE ABLE TO ADJUST TO RAPID TECHNOLOGICAL CHANGES

     We are engaged in an intensely  competitive  industry. In recent years, the
medical laser industry has been  characterized  by rapid  technological  change.
There is no  assurance  that our  present  products  may not face  technological
obsolescence,  or that we will be able to  develop,  acquire  licenses  for,  or
obtain  regulatory   approvals  to  market  new  products  and  keep  pace  with
technological advances by our competitors.

6.   WE MAY ACQUIRE OTHER ENTITIES

     Although we have no present  plans to do so, we may engage in  acquisitions
of other companies and businesses in the future and may use our cash reserves or
shares of our Preferred Stock or Common Stock to pay for these acquisitions.  If
we use  shares of our  Preferred  or Common  Stock for  acquisitions,  this will
result in a dilution  of the  percentage  of the equity  owned by holders of our
Shares.   In  addition,   acquisitions   may  involve   speculative   and  risky
undertakings.   Under  Nevada  law,  acquisitions  do  not  require  shareholder
approval, except when accomplished by merger or consolidation.

7.   WE HAVE OBLIGATIONS TO ISSUE SHARES THAT WILL DILUTE OUR HOLDERS

     In addition to 760,000  Shares  which may be issued if all  $200,000 of the
Notes  with  accrued  interest  to  maturity  are  converted,  the  Registration
Statement  of which this  Prospectus  is a part  covers  800,514  Shares we have
agreed to issue to our  Chairman and 6,957 Shares we have agreed to issue to our
President in lieu of $265,059 and $2,250 of cash  compensation  they have agreed
to waive,  respectively,  through September 30, 2003, and 146,000 Shares we have
agreed to issue to certain of our officers,  employees and a consultant  (25,000
to our President) in lieu of compensation for services.

8.   OUR STOCK PRICE IS VOLATILE

     The market prices for securities of medical device companies, including our
Shares,  have been  volatile.  It is likely  that the price of our  Shares  will
fluctuate in the future. Many factors can impact the market price of our Shares,
such as announcements of technological  innovations or new commercial  products,
FDA   clearances  or  approvals,   distribution   agreements,   the  results  of
pre-clinical testing and clinical trials, the issuance or acquisition of patents
or  proprietary  rights,  changes  in  sales  or  earnings,  recommendations  by
securities  analysts,  and market conditions in general. The market price of our
Shares could also be adversely  affected by future  conversions  of the Notes or
exercises of outstanding Options.

9.   WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS

     We have not paid any dividends in the past and do not anticipate paying any
dividends in the foreseeable  future.  This may depress the price of our Shares,
as a non-dividend paying stock may not appeal to certain investors.

                                       4
<PAGE>

10.  WE MAY ISSUE PREFERRED STOCK THAT COULD AFFECT THE RIGHTS OF HOLDERS OF OUR
     SHARES

     We are authorized to issue 1,000,000  shares of Preferred  Stock. Our Board
of Directors has broad powers to fix the rights and terms of any Preferred Stock
we may issue, without requiring shareholder approval. Although we presently have
no  intention  to do so, the  issuance  of any of our  authorized  but  unissued
Preferred  Stock in the future could have an adverse effect on the rights of the
holders of our Shares.

11.  WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION

     Our business is subject to extensive  regulation by the FDA and  comparable
regulatory   authorities  of  foreign  countries.   Compliance  with  regulatory
requirements  and obtaining  approvals to test or market new medical  devices is
expensive and time consuming.  There is no assurance we will be able to continue
to  meet  all  regulatory   requirements  of  the  FDA  and  other  governmental
authorities  necessary  to market our present  products  or obtain and  maintain
approvals to test and market new products.  Failing to meet necessary government
requirements  will have a negative  impact on our ability to continue as a going
concern.

12.  WE CARRY LIMITED LIABILITY INSURANCE

     We carry an aggregate of $5,000,000 of general liability  insurance.  There
is no assurance  that we can maintain  such  insurance in force at an acceptable
cost or that the amount of such  insurance  will be  sufficient  to protect  our
assets  in the  event of  claims  by users of our  products,  patients  or other
parties.  If court awards  exceeding the amount of such insurance were made, our
assets could be depleted.

13.  WE ARE DEPENDENT UPON MAINTAINING PATENTS AND LICENSES

     There is no assurance  our patents will be upheld if challenged in court or
that we will be able to obtain  additional valid patents.  We cannot assure that
our patents can be  successfully  enforced  against  infringers.  We also cannot
assure that our products do not infringe  patents  owned by others,  licenses to
which may not be available to us. Our  inability to maintain our patents,  avoid
infringement  of our patents by others or, to obtain  licenses to any  necessary
patents could have a material adverse impact on our financial condition, results
of  operations  and  our  ability  to  successfully  remain  in  business.  (See
"Litigation" for information on a patent  infringement  lawsuit filed against us
by a competitor,  a counter-suit we filed against this  competitor,  and current
product liability lawsuits).

14.  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this  Prospectus are  forward-looking  statements
that involve risks and uncertainties.  These forward-looking  statements include
statements about our plans, objectives, expectations, intentions and assumptions
and other  statements  contained in this  Prospectus  that are not statements of
historical  fact.  You can  identify  these  statements  by words such as "may,"
"will," "should,"  "estimates,"  "plans," "expects,"  "believes,"  "intends" and
similar  expressions.  We cannot guarantee  future results,  levels of activity,
performance or achievements. Our actual results and the timing of certain events
may differ significantly from those discussed in the forward-looking statements.
Factors that might cause such a  discrepancy  include  those  discussed in "Risk
factors" and elsewhere in this prospectus.  You are cautioned to not rely on any
forward-looking statements.

                                       5

<PAGE>

                                   THE COMPANY

     We are engaged in the development,  manufacturing  and marketing of Holmium
"cold" pulsed lasers.  We manufacture a variety of  proprietary,  disposable and
reusable fiber-optic, laser energy delivery devices, which have been cleared for
sale by the U.S. Food and Drug  Administration  ("FDA") for use with our Holmium
lasers and those made by others in  orthopedics,  urology,  ear, nose and throat
("ENT") surgery, gynecology, gastrointestinal surgery, general surgery and other
medical  applications.  We are also developing  several new,  proprietary  laser
energy delivery devices for use with such lasers.

     Our 100% owned subsidiary,  Mobile Surgical Technologies,  Inc. ("MST"), is
engaged in the rental of lasers,  along with the services of a trained operator,
on a "fee per case" basis to hospitals,  surgery  centers,  group  practices and
individual  physicians  in Texas and  Oklahoma.  We plan to extend  MST's rental
activities to other states in the future.  We have a Revenue  Sharing  Agreement
with  another "fee per case" laser  rental  company,  under which we provide one
laser to them and  share  in the  revenues  from  its  rental.  While we  expect
revenues  from  "fee  per  case"  rentals  of  lasers  to  grow,  such  revenues
represented  only 13% of our revenues in the nine months ended June 30, 2003 and
11% of our revenues in the preceding fiscal year ended September 30, 2002.

     We were  incorporated  in Nevada on May 1, 1980.  Our address is 15091 Bake
Parkway, Irvine, CA 92618. Our telephone number is (949) 951-3800, our facsimile
number is (949) 855-8206 and our website is www.trimedyne.com.

                                    BUSINESS

     The principal use of our Holmium lasers in urology is to fragment stones in
the kidney,  ureter and bladder.  Our Holmium lasers and optical fibers are able
to fragment  stones of any size,  composition,  hardness  or color.  Our Holmium
lasers  are  also  cleared  for  sale by the FDA for  the  treatment  of  benign
prostatic   hyperplasia  or  "BPH"  (sometimes   referred  to  as  an  "enlarged
prostate").  We  recently  received  clearance  from  the  FDA to  market  a new
side-firing  laser  device.  We plan to conduct a small study on the use of this
new device in the treatment of BPH,  which affects about 50% of men over age 55,
to  support an  application  to the FDA to market it for the  treatment  of this
condition.

     The  principal  uses of our  Holmium  lasers  in  orthopedics  are to treat
herniated  (bulging) and ruptured lumbar discs, two of the three major causes of
lower back pain,  and to treat damage in joints.  An estimated 65 million people
suffer from back pain in the United  States,  and about 1 million  surgeries  to
treat back pain and 1.2 million arthroscopy procedures to treat damage in joints
are performed each year in the United States.

     Our Holmium lasers and  proprietary  Side-Firing  Laser Needles are used in
minimally invasive,  percutaneous (x-ray guided) and endoscopic laser discectomy
procedures  to  treat   herniated   spinal  discs,   and  in  endoscopic   laser
foraminoplasty  ("ELF")  procedures to treat both herniated and ruptured  lumbar
discs, all on an outpatient basis.

     Our laser discectomy and ELF procedures are typically performed in about 30
minutes,  with only local  anesthesia,  on an outpatient basis. The back and leg
pain often  disappears  on the operating  table or in recovery,  and the patient
usually  walks out with only a Band Aid on the  needle  puncture  (stitches  are
usually not  required).  Most  patients can return to light  activities in a few
days and to work in two or so weeks.  Published studies show success rates (good
or excellent results, based on pain scores) from our laser disc procedures after
two  years of 87% to 91%.  Our  minimally  invasive,  laser  discectomy  and ELF
procedures   cost   Medicare,   insurance   companies  and  health   maintenance
organizations  (HMOs) less than  one-half the cost of the  traditional  surgical
procedures,  which  require  general  anesthesia  and  entail a 2 day or  longer
hospital  stay,  significant  post-operative  pain and a recovery  period of 2-3
months or longer.  Published studies show the success rates of conventional disc
surgery to be significantly lower than those of our laser procedures.

     The third major cause of lower back pain is a degenerated  lumbar disc, due
to injury, disease or dehydration (loss of water content) of the disc due to old
age.  Approximately  400,000 conventional  "fusion" surgical procedures to treat
degenerated  discs  are  performed  each  year in the  United  States.  In these
procedures, metal rods and screws are attached to the vertebra to immobilize the
spine. Fusion surgery generally requires general anesthesia,  a hospital stay of
3-5 days, significant post-operative pain and a recovery period of 3-4 months or
longer.

     Our Holmium laser and Side-Firing Laser Needles are presently being used by
an orthopedic  surgeon with a specially designed spinal implant he developed for

                                       6
<PAGE>

use in a new, experimental,  endoscopic Spinal Stabilization  procedure to treat
degenerated  lumbar  discs on an  outpatient  basis.  The implant is designed to
maintain the mobility of the spine.  The surgeon has assigned the patent  rights
to the implant to us for a royalty on future  sales,  if any.  While the surgeon
has had successful results in a small group of patients, a multi-center clinical
trial with successful  results will be required to obtain FDA approval to market
the  implant.   The  expected  cost  of  this  outpatient  Spinal  Stabilization
procedure, if and when the implant is approved for sale by the FDA, which cannot
be assured,  is expected to be about one-third the cost of a conventional fusion
surgery.

     There  is no  assurance  that we will be able to  successfully  market  our
current  laser  products  in the  future,  that we can  successfully  market the
recently FDA cleared  side-firing laser device,  that we can obtain FDA approval
to market the spinal implant or, if it is FDA approved, that we can successfully
market it to treat  degenerated  discs,  or that we will derive any profits from
any of the above.

                                 USE OF PROCEEDS

     The net  proceeds  from the Shares  sold by the Selling  Shareholders  will
inure entirely to their benefit.  We will not receive any proceeds from the sale
of the Shares,  other than the  exercise  prices of the  Options,  if and to the
extent the Options are exercised.

                              SELLING SHAREHOLDERS

     An  aggregate  of up to  3,342,071  Shares may be offered  pursuant to this
Re-offer  Prospectus by certain  security  holders,  including the persons whose
names appear below (the "Selling  Shareholders"),  some of whom may be deemed to
be affiliates,  as defined in Rule 405  promulgated  under the Securities Act of
1933,  as  amended.  The table  below sets forth  with  respect to such  Selling
Shareholders,  (i)  the  nature  of  any  position,  office  or  other  material
relationship  he has had with us within  the past  three  years,  (ii) the total
amount of Shares  beneficially  owned by each Selling  Shareholder  prior to the
offering,  (iii)  the  amount of shares  which may be  offered  for sale for the
account of such Selling Shareholder in his discretion from time to time pursuant
to this Prospectus, and (iv) the amount and percentage of the outstanding Shares
which would be beneficially owned by such Selling  Shareholder after sale of all
of the Shares offered by the Selling  Shareholders  pursuant to this Prospectus,
if they are all offered and sold,  and  assuming  that other Shares held by such
Selling Shareholders are not sold.
<TABLE>
<S>                                        <C>               <C>          <C>                 <C>
Names and                                   Shares Owned      Shares       Shares Owned After Offering
Relationship(1)                             Before Offering   Offered      Amount              Percent
---------------                             ---------------   -------      ------              -------
Aguirre, Jose                                  14,100          5,000        9,100                 *
Baker, Donald (Director)                       90,000(2)      40,000       50,000                 *
Black, Todd                                     6,500          2,000        4,500                 *
Beeny, Scott                                    5,000          5,000
Cao, Helen                                      6,800          2,000        4,800                 *
Cabral, Richard                                 2,000          2,000
Casper, David, M.D. (Consultant)               10,000         10,000
Chavit, Joseph                                 14,500          5,000        9,500                 *
Chiu, John C., M.D. (Consultant)               15,000         15,000
Chor, Daly                                      6,800          2,000        4,800                 *
Chuch, Bunnack                                 11,000          4,000        7,000                 *
Corning, Ingrid                                13,500          5,000        8,500                 *
Dao, Thu Ha                                     4,300          2,000        2,300                 *
De Antonio, Sandra                              9,400          2,000        7,400                 *
Donner Corp. International (Consultant)        25,000         25,000
Eap, Haysan                                    41,900         12,500       29,400                 *

Names and                                   Shares Owned      Shares       Shares Owned After Offering
Relationship                                Before Offering   Offered      Amount              Percent
------------                                ---------------   -------      ------              -------
Farmer, Jeremy                                  2,000          2,000
Fine, Russell (Consultant)                     15,000         15,000
Fink, Mary                                      3,000          3,000
Gong, Naomi (Consultant)                        5,000          5,000
</TABLE>

                                       7
<PAGE>
<TABLE>
<S>                                         <C>              <C>           <C>                  <C>
Guerrero, Mauricio                              3,000          3,000
Horowitz, Richard (Director)                   90,000(3)      40,000       50,000                 *
Jakubowski, Stanislaw                          17,200          3,000       14,200                 *
Kenney, Brian (Vice President)                135,000(4)     125,000       10,000                 *
Knight, Martin, M.D. (Consultant)              10,000         10,000
Krahn, Henry, M.D. (Consultant)                10,000         10,000
Ladendorf, Eric                                 2,000          2,000
Le, Hung                                        8,900          2,000        6,900                 *
Le, Ngoc A.T.                                   4,300          2,000        2,300                 *
Lindsay, Russell                               13,000          8,000        5,000                 *
Loeb, Marvin P. (Chairman & CEO)            2,672,114(5)   1,339,114    1,333,000                 9.9%
Lojewska, Bozena                               12,500          4,000        8,500                 *
Ly, Huong                                       4,500          2,000        2,500                 *
Massry, Guy, M.D. (Consultant)                 10,000         10,000
Meyers & Associates (Consultant)              200,000(6)     200,000
Morales, Irma                                   4,500          2,000        2,500                 *
Nguyen, Derick                                 14,700          5,000        9,700                 *
Nguyen, Justin                                  9,500          3,000        6,500                 *
Olivere, Gina                                   5,000          2,000        3,000                 *
Pergl, James                                   75,000         15,000       60,000                 *
Ramirez, Jorge, M.D. (Consultant)              10,000         10,000
Richley, Richard, M.D. (Consultant)            35,000         35,000
Rudner, Jeffrey (Treasurer)                   107,000(7)     107,000
Seron, Sudele (Secretary)                      43,000(8)      15,000       28,000                 *
Shade, Dennis                                  32,000          8,000       24,000                 *
Silva, Rubicelia                                6,800          2,000        4,800                 *
Simmons, Marcus                                 9,500          4,000        5,500                 *
Smith, Craig                                   85,000         85,000
Spence, Rebecca                                 3,000          3,000
Strader, Randy                                 18,500          7,000       11,500                 *
Trin Le, Thao                                   4,300          2,000        2,300                 *
Wright, Keith                                   2,000          2,000
Yeik, Glenn D. (President & Director)         250,257(9)     209,957       40,300                 *
Yeung, Anthony, M.D. (Consultant)              10,000         10,000
</TABLE>
--------
        * Less than 1%.

     (1)  Unless  otherwise  noted,  an  employee  of the  Company.  If no other
          address is shown,  their  address is 15091 Bake  Parkway,  Irvine,  CA
          92618.

     (2)  Consists  of 50,000  Shares and  Options to  purchase  40,000  Shares.
          Address is 544 Earlston Road, Kenilworth, IL 60043.

     (3)  Consists  of 50,000  Shares and  Options to  purchase  40,000  Shares.
          Address is Heller,  Horowitz & Feit,  P.C.,  292 Madison  Avenue,  New
          York, NY 10017.

     (4)  Consists of 35,000 Shares and Options to purchase 100,000 Shares.


     (5)  Consists  of  961,600  Shares  owned by Mr.  Loeb and his wife,  adult
          children,  grandchildren  and trusts for their  benefit,  of which Mr.
          Loeb is not a trustee,  800,514  Shares  issuable  to Mr. Loeb and his
          family  members,  at fair market value (based on the closing  price of
          the Shares on the last business day of each month) in lieu of $265,059
          of cash  compensation  from May 2001 through  September 2003,  760,000
          Shares  issuable  to Mr.  Loeb and his family  members in the event of
          conversion  of  $200,000 of Notes and  accrued  interest to 2007,  and
          Options to purchase 150,000 Shares.

     (6)  Consists entirely of Options.  Address is 45 Broadway,  2nd Floor, New
          York, NY 10006.

                                       8
<PAGE>

     (7)  Consists of 10,000 Shares and Options to purchase 97,000 Shares.

     (8)  Consists of 5,000 Shares and Options to purchase 38,000 Shares.

     (9)  Consists  of 65,300  Shares,  6,957  Shares  issuable  in lieu of cash
          compensation  through  September  30,  2003,  and  Options to purchase
          178,000 Shares.


                              PLAN OF DISTRIBUTION

     The sale of Shares by the Selling Shareholders may be affected by them from
time to time on the OTCBB or in such  other  public  forum  where our Shares are
publicly  traded or listed for quotation.  These sales may be made in negotiated
transactions  through  the  timing  of  options  on the  Shares,  or  through  a
combination  of such methods of sale, at fixed  prices,  which may be charged at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices or at negotiated prices.  The Selling  Shareholders may
affect such transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive commissions from the Selling Shareholders and/or
the purchasers of the Shares for which such broker-dealer may act as an agent or
to whom they sell as principal,  or both.  The  compensation  as to a particular
broker-dealer may be in excess of customary compensation.

     The Selling  Shareholders and any broker-dealers who act in connection with
the sale of the Shares  hereunder  may be deemed to be  underwriters  within the
meaning of Section 2(11) of the Securities Act, and any commissions  received by
them and any profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.

                                   LITIGATION

     On January 18, 2002, a competitor filed a lawsuit against us in the Federal
District  Court alleging  infringement  of two of its U.S.  Patents.  We filed a
counter-suit alleging infringement of two of our U.S. Patents, along with claims
of trade libel, unfair competition and other anti-trust violations.  We executed
an agreement to settle this  litigation  on terms which we believe are favorable
to us, and both lawsuits were  dismissed on November 17, 2003. We are also named
as a defendant  in three  product  liability  lawsuits,  along with  physicians,
hospitals or surgery centers and others, which are being defended in conjunction
with our product liability insurance carrier.

                            DESCRIPTION OF SECURITIES

     The Shares  being  offered  hereby by the  Selling  Shareholders  are fully
described  in our  Registration  Statement  on Form 8-A filed on July 16,  1982,
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") (See "Incorporation of Certain Documents by Reference").

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed by us with the Commission are  incorporated
herein by reference:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended September 30,
          2002,  filed pursuant to Section 13 of the Securities  Exchange Act of
          1934 (the "Act").

     (b)  Our Quarterly Reports on Form 10-Q(SB) for the quarters ended December
          31, 2002,  March 31, 2003 and June 30, 2003, filed pursuant to Section
          13 of the Act.

     (c)  The description of the Shares contained in our Registration  Statement
          on Form 8-A filed July 16, 1982, pursuant to Section 12 of the Act.

     (d)  All  documents  subsequently  filed by us pursuant to Sections  13(a),
          13(c),  14 and  15(d) of the  Exchange  Act  prior to the  filing of a
          post-effective amendment hereto which indicates that all of the Shares
          offered  have been  sold or  deregisters  all  Shares  then  remaining
          unsold.

                                       9
<PAGE>

     In addition,  all documents  subsequently  filed by us pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment  hereto which  indicates  that all Shares offered have
been sold or which deregisters all Shares then remaining unsold, shall be deemed
to be a part hereof from the date of the filing of each such report or document.

     We will  furnish  to  each  person  to whom  this  Re-offer  Prospectus  is
delivered,  upon written request, a copy of any or all of the documents referred
to by reference,  other than exhibits to such documents unless such exhibits are
specifically incorporated herein by reference.  Requests should be addressed to:
Sudele Seron, Secretary, Trimedyne, Inc., 15091 Bake Parkway, Irvine, California
92618 (Telephone: (949) 951-3800), email: sseron@trimedyne.com.

                   COMMISSION'S POLICY ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

     Article 12 of our Certificate of Incorporation directs us to provide in our
bylaws for  provisions  relating to the  indemnification  of our  directors  and
officers  to the full  extent  permitted  by law.  Section  78.751 of the Nevada
Revised Statutes, as amended, authorizes us to indemnify any director or officer
under  certain  prescribed  circumstances  and  subject to  certain  limitations
against  certain  costs and  expenses,  including  attorneys'  fees actually and
reasonably incurred in connection with any action, suit, or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  to which such person is a
party by reason of being our director or officer,  if it is determined that such
person acted in accordance with the applicable  standard of conduct set forth in
such statutory provisions.

     We may also purchase and maintain insurance for the benefit of any director
or officer, which may cover claims for which we could not indemnify such person.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted  to  our  directors,   officers,   and  controlling   persons,  or  to
underwriters (or controlling  persons thereof) of which an officer,  partner, or
controlling  person  thereof is one of the foregoing or otherwise,  we have been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by us of expenses  incurred or paid by
any such persons,  in the successful defense of any action,  suit or proceeding)
is  asserted  by any  such  persons  in  connection  with the  securities  being
registered,  we will,  unless in the  opinion of our counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by us is against public policy as
expressed  in the Act,  and we will be  governed  by the final  decision of such
issue.

                                  LEGAL OPINION

     Legal matters in connection  with the Shares being offered hereby have been
passed upon for us by Heller, Horowitz & Feit, and P.C., 292 Madison Avenue, New
York, New York 10017.  Heller,  Horowitz & Feit, P.C. is our general  securities
and corporate  counsel and  represented us in our initial public offering and in
numerous matters since then. Mr. Richard F. Horowitz,  a member of such Firm, is
also a member of our Board of Directors.

                                       10
[{"type": "S-8", "sequence": "1", "filename": "form8121503.txt", "description": "INITIAL", "secsgml_size_bytes": 122571}]
{"company-data": {"conformed-name": "TRIMEDYNE INC", "cik": "0000357001", "assigned-sic": "3845", "irs-number": "363094439", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111267", "film-number": "031060311"}, "business-address": {"street1": "15091 BAKE PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92619", "phone": "7145595300"}, "mail-address": {"street1": "15091 BAKE PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92619"}}
As filed with the Securities and Exchange Commission on December 17, 2003

                                                      Registration No. 33-______
--------------------------------------------------------------------------------

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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     --------------------------------------

                                 TRIMEDYNE, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                               36-3094439
----------------------------                            ------------------------
(State or Other Jurisdiction                                 (IRS Employer
Incorporation or Organization)                             Identification No.)

    15091 Bake Parkway
    Irvine, California                                          92618
----------------------------------------                       -------
(Address of Principal Executive Offices)                      (Zip Code)

           Shares Underlying the 2003 Non-Qualified Stock Option Plan
                            MARVIN P. LOEB, CHAIRMAN
                                 TRIMEDYNE, INC.
                               15091 Bake Parkway
                            Irvine, California 92618
                     (Name and Address of Agent for Service)

                                 (949) 951-3800
          (Telephone Number, Including Area Code, of Agent of Service)

                                   Copies to:
                            RICHARD F. HOROWITZ, ESQ.
                          Heller, Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017

                                           Calculation of Registration Fee
Proposed                Proposed
Title of                                       Maximum                 Maximum
Securities                 Amount              Offering                Aggregate               Amount of
to be                      to be               Price                   Offering                Registration
Registered                 Registered          Per Share (1)           Price (1)               Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock               3,342,071                 $1.03             $3,442,333                $316.69
(1)  Estimated  solely for the purpose for calculating the  registration  fee on
     the basis of the closing price quoted on the OTCBB on December 11, 2003.
PROSPECTUS

                                 TRIMEDYNE, INC.

                     SHARES OF COMMON STOCK, $0.01 PAR VALUE

     This  Prospectus  covers the  proposed  offer and sale by certain  security
holders (the "Selling  Shareholders") of Trimedyne,  Inc. ("we",  "our" or "us")
from time to time at their  discretion,  at prevailing  market prices,  of up to
3,342,071 shares of our Common Stock, $0.01 par value (the "Shares").

     Of these,  2,000,000  Shares are  reserved  for  granting of stock  options
("Options")  pursuant  to our 2003  Non-Qualified  Stock  Option Plan (the "2003
Option  Plan"),  under  which  Options to  purchase  1,108,500  Shares have been
granted, and 1,342,071 Shares have been or are committed to be issued to certain
of our officers, employees and consultants in lieu of compensation for services.

     Our  Shares  are  traded  on the  NASDAQ  Over-the-Counter  Bulletin  Board
("OTC:BB")  under the symbol "TMED".  On December 11, 2003, the closing price of
our Common Stock, as reported by the OTC:BB, was $1.03 per Share.

     The net  proceeds  from the Shares  sold by the Selling  Shareholders  will
inure entirely to their benefit and not to us. We will,  however,  receive funds
from the exercise of Options,  to the extent, if any, the Options are exercised.
The Shares may be offered from time to time by the Selling  Shareholders through
ordinary brokerage transactions,  in negotiated  transactions,  or otherwise, at
market prices prevailing at the time of sale or at negotiated  prices. See "Plan
of Distribution."

     Although there are no current arrangements therefore,  commissions equal to
or in excess of normal  brokerage  commissions may be paid to brokerage firms by
the Selling Shareholders in connection with such sales. Each Selling Shareholder
will bear all expenses with respect to  his/her/its  sale of Shares,  except the
costs  associated  with  registering  the  Shares  under  the Act and  under any
applicable  State blue sky or securities  laws,  and preparing and printing this
Prospectus.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     We will furnish to each person to whom this  Prospectus is delivered,  upon
written request, a copy of any or all of the documents referred to by reference,
other than  exhibits to such  documents  unless such  exhibits are  specifically
incorporated herein by reference. Requests should be addressed to: Sudele Seron,
Secretary,  Trimedyne,  Inc.,  15091  Bake  Parkway,  Irvine,  California  92618
(Telephone: (949) 951-3800). email: sseron@trimedyne.com.

                THE DATE OF THIS PROSPECTUS IS DECEMBER 15, 2003
THIS  OFFERING  INVOLVES  SIGNIFICANT  RISKS  CONCERNING  OUR  COMPANY  AND  ITS
BUSINESS.  SEE "RISK FACTORS",  WHICH BEGINS ON PAGE 3 OF THIS  PROSPECTUS,  FOR
CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS  PROSPECTUS  AND, IF GIVEN OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION  MUST NOT BE RELIED  UPON AS HAVING BEEN  AUTHORIZED  BY US. THIS
PROSPECTUS  DOES NOT CONSTITUTE AN OFFER TO SELL OR  SOLICITATION OR AN OFFER TO
BUY ANY OF THE SECURITIES TO ANY PERSON IN ANY JURISDICTION  WHERE SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.

                             ADDITIONAL INFORMATION

     We  have  filed  with  the   Securities   and  Exchange   Commission   (the
"Commission"),  450 Fifth Street,  NW,  Washington,  D.C.  20549, a Registration
Statement  on Form S-8 under the  Securities  Act of 1933  with  respect  to the
securities  offered hereby  (herein,  together with all amendments and exhibits,
referred to as the "Registration  Statement").  This Prospectus filed as part of
the Registration Statement does not contain all the information set forth in, or
annexed as exhibits  to, the  Registration  Statement.  For further  information
pertaining  to  the  securities   offered  hereby  our  business  and  financial
condition,  reference is made to the information  requirements of the Securities
Exchange  Act of 1934,  as amended.  The  Registration  Statement  and  exhibits
thereto, as well as reports, proxy and information  statements,  and other filed
information,  may be inspected at the Headquarters  Office of the Securities and
Exchange Commission located at 450 Fifth Street, NW, Room 1024, Washington, D.C.
20549 and at  certain of the  Commission's  regional  offices  at the  following
addresses:  7 World  Trade  Center,  New York,  New York;  and 500 West  Madison
Street,  Chicago,  Illinois;  copies of such  material may be obtained  from the
Public Reference  Section of the Commission at 450 Fifth Street,  NW, Room 1024,
Washington D.C. at prescribed  rates. The Commission  maintains a World Wide Web
site on the Internet at  http://www.sec.gov  that  contains  reports,  proxy and
information  statements and other information regarding us and other registrants
that file electronically with the Commission.

                                TABLE OF CONTENTS
HEADING                                                                     PAGE NO.
         -------                                                                     --------
         PROSPECTUS                                                                       1
         THE OFFERING                                                                     3
         RISK FACTORS                                                                     3
         THE COMPANY                                                                      6
         BUSINESS                                                                         6
         USE OF PROCEEDS                                                                  7
         SELLING SHAREHOLDERS                                                             7
         PLAN OF DISTRIBUTION                                                             9
         LITIGATION                                                                       9
         DESCRIPTION OF SECURITIES                                                        9
         INCORPORATION OF DOCUMENTS BY REFERENCE                                          9
         COMMISSION'S POLICY ON INDEMNIFICATION                                          10
         LEGAL OPINION                                                                   10
2
THE OFFERING

     This  prospectus  covers  the  proposed  offer and sale by  certain  of our
security  holders,  from  time to time at  prevailing  market  prices,  at their
discretion,  of up to 3,342,071 Shares of our Common Stock, $0.01 par value. Our
Shares are traded on the NASDAQ Over-the-Counter Bulletin Board under the symbol
"TMED".  The  closing  price of our Shares on  December  11,  2003 was $1.03 per
share.

                                  RISK FACTORS

     There  is no  assurance  that our  future  activities  will be  successful.
Moreover,  there is no assurance  that our business  will be unaffected by newer
technological  developments,  that we will be able to develop or obtain licenses
to new  products  that may be  required  for us to  successfully  compete in our
market  areas,  that we will  continue to satisfy  regulatory  requirements  and
obtain regulatory  approvals to market new products,  or that we will be able to
adapt to changes in the economics of the medical technology  business in general
and the laser and laser delivery systems business in particular.

     An  investment  in our Shares  involves a high  degree of risk.  You should
carefully consider the risks and uncertainties described below, which may not be
the  only  ones we face.  If any of the  following  risks  actually  occur,  our
business,  financial  condition  or results of  operations  could be  materially
adversely affected. In this event, the trading price of our Shares could decline
and you may lose all or part of your investment.

1.   LIMITED CASH RESOURCES

     On June 30, 2003, we had cash of $1,300,000, receivables of $532,000 (after
allowances for bad debts), inventories of $1,500,000 and other current assets of
$242,000. On that date, we had accounts payable of $751,000, accrued expenses of
$543,000,  accrued  compensation  of $250,000 and other current  liabilities  of
$139,000.  All of the  above  amounts  are  unaudited  figures.  While  our cash
resources  are limited,  we expect to continue to operate on a profitable  basis
and increase our cash resources, although such cannot be assured.

2.   WE HAVE INCURRED SUBSTANTIAL LOSSES IN THE PAST

     We had a profit of  $828,000,  or $0.06 per share,  unaudited,  in the nine
months ended June 30, 2003.  However,  we had a net loss of  $1,215,000 or $0.08
per  share in the  fiscal  year  ended  September  30,  2002,  and a net loss of
$7,484,000  or $0.59 per share in the fiscal year ended  September  30, 2001. We
had an accumulated  deficit of $44,313,000 at June 30, 2003.  While we expect to
continue to operate at a profit,  we could incur losses in the future if we fail
to  generate   revenues   sufficient  to  offset  the  costs   associated   with
manufacturing  and  marketing  our  current  products,  our  overhead,  and  the
development  of new products.  There can be no assurance that we will be able to
operate profitably in the future.

3.   WE MAY NEED SUBSTANTIAL ADDITIONAL FINANCING IN THE FUTURE

     Although our working capital (current assets over our current  liabilities)
was  $1,891,000  at June 30,  2003,  on an unaudited  basis,  if you exclude our
inventories,  our liquid working  capital on that date was $391,000.  We believe
our existing  working capital may be sufficient to meet our operating needs, and
the operating  needs of our 100% owned laser rental  subsidiary for the next six
to twelve months.  However, if we fail to continue to operate profitability,  or
if we undertake  the  development,  testing and marketing of new products in the
future,  we may need to raise  substantial  additional  capital.  Also,  we have
$200,000 of Senior Convertible Notes outstanding which are due, with interest at
12% per annum, in 2007. The Notes and accrued interest are convertible at prices
of $0.40  and $0.50  per  Share.  If the  Notes  and  accrued  interest  are not
converted,  we may have to raise additional  capital to pay the Note holders the
principal and interest due on the Notes.  Sources of such  financing may include
the sale of  additional  equity  securities  or the sale or  licensing of patent
rights.  The issuance of  additional  Shares or shares of  Preferred  Stock will
dilute the equity interests of our holders of shares. There is no assurance such
financing, if and when needed, will be available to us on acceptable terms.

                                       3
4.   THERE IS NO ASSURANCE ANY OR ALL OF THE NOTES AND ACCRUED  INTEREST WILL BE
     CONVERTED OR ANY OR ALL OF THE OPTIONS WILL BE EXERCISED

     There is no assurance any or all of the Notes and accrued  interest will be
converted or any or all of the Options will be exercised prior to the expiration
of their  conversion  or exercise  rights,  as such is largely  dependent on the
market price of our Shares in the future significantly  exceeding the conversion
prices of the Notes,  which range from $0.40 to $0.50 per share, or the exercise
prices of the Options, which range from $0.14 to $3.84 per share.

5.   WE MAY NOT BE ABLE TO ADJUST TO RAPID TECHNOLOGICAL CHANGES

     We are engaged in an intensely  competitive  industry. In recent years, the
medical laser industry has been  characterized  by rapid  technological  change.
There is no  assurance  that our  present  products  may not face  technological
obsolescence,  or that we will be able to  develop,  acquire  licenses  for,  or
obtain  regulatory   approvals  to  market  new  products  and  keep  pace  with
technological advances by our competitors.

6.   WE MAY ACQUIRE OTHER ENTITIES

     Although we have no present  plans to do so, we may engage in  acquisitions
of other companies and businesses in the future and may use our cash reserves or
shares of our Preferred Stock or Common Stock to pay for these acquisitions.  If
we use  shares of our  Preferred  or Common  Stock for  acquisitions,  this will
result in a dilution  of the  percentage  of the equity  owned by holders of our
Shares.   In  addition,   acquisitions   may  involve   speculative   and  risky
undertakings.   Under  Nevada  law,  acquisitions  do  not  require  shareholder
approval, except when accomplished by merger or consolidation.

7.   WE HAVE OBLIGATIONS TO ISSUE SHARES THAT WILL DILUTE OUR HOLDERS

     In addition to 760,000  Shares  which may be issued if all  $200,000 of the
Notes  with  accrued  interest  to  maturity  are  converted,  the  Registration
Statement  of which this  Prospectus  is a part  covers  800,514  Shares we have
agreed to issue to our  Chairman and 6,957 Shares we have agreed to issue to our
President in lieu of $265,059 and $2,250 of cash  compensation  they have agreed
to waive,  respectively,  through September 30, 2003, and 146,000 Shares we have
agreed to issue to certain of our officers,  employees and a consultant  (25,000
to our President) in lieu of compensation for services.

8.   OUR STOCK PRICE IS VOLATILE

     The market prices for securities of medical device companies, including our
Shares,  have been  volatile.  It is likely  that the price of our  Shares  will
fluctuate in the future. Many factors can impact the market price of our Shares,
such as announcements of technological  innovations or new commercial  products,
FDA   clearances  or  approvals,   distribution   agreements,   the  results  of
pre-clinical testing and clinical trials, the issuance or acquisition of patents
or  proprietary  rights,  changes  in  sales  or  earnings,  recommendations  by
securities  analysts,  and market conditions in general. The market price of our
Shares could also be adversely  affected by future  conversions  of the Notes or
exercises of outstanding Options.

9.   WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS

     We have not paid any dividends in the past and do not anticipate paying any
dividends in the foreseeable  future.  This may depress the price of our Shares,
as a non-dividend paying stock may not appeal to certain investors.

                                       4
10.  WE MAY ISSUE PREFERRED STOCK THAT COULD AFFECT THE RIGHTS OF HOLDERS OF OUR
     SHARES

     We are authorized to issue 1,000,000  shares of Preferred  Stock. Our Board
of Directors has broad powers to fix the rights and terms of any Preferred Stock
we may issue, without requiring shareholder approval. Although we presently have
no  intention  to do so, the  issuance  of any of our  authorized  but  unissued
Preferred  Stock in the future could have an adverse effect on the rights of the
holders of our Shares.

11.  WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION

     Our business is subject to extensive  regulation by the FDA and  comparable
regulatory   authorities  of  foreign  countries.   Compliance  with  regulatory
requirements  and obtaining  approvals to test or market new medical  devices is
expensive and time consuming.  There is no assurance we will be able to continue
to  meet  all  regulatory   requirements  of  the  FDA  and  other  governmental
authorities  necessary  to market our present  products  or obtain and  maintain
approvals to test and market new products.  Failing to meet necessary government
requirements  will have a negative  impact on our ability to continue as a going
concern.

12.  WE CARRY LIMITED LIABILITY INSURANCE

     We carry an aggregate of $5,000,000 of general liability  insurance.  There
is no assurance  that we can maintain  such  insurance in force at an acceptable
cost or that the amount of such  insurance  will be  sufficient  to protect  our
assets  in the  event of  claims  by users of our  products,  patients  or other
parties.  If court awards  exceeding the amount of such insurance were made, our
assets could be depleted.

13.  WE ARE DEPENDENT UPON MAINTAINING PATENTS AND LICENSES

     There is no assurance  our patents will be upheld if challenged in court or
that we will be able to obtain  additional valid patents.  We cannot assure that
our patents can be  successfully  enforced  against  infringers.  We also cannot
assure that our products do not infringe  patents  owned by others,  licenses to
which may not be available to us. Our  inability to maintain our patents,  avoid
infringement  of our patents by others or, to obtain  licenses to any  necessary
patents could have a material adverse impact on our financial condition, results
of  operations  and  our  ability  to  successfully  remain  in  business.  (See
"Litigation" for information on a patent  infringement  lawsuit filed against us
by a competitor,  a counter-suit we filed against this  competitor,  and current
product liability lawsuits).

14.  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this  Prospectus are  forward-looking  statements
that involve risks and uncertainties.  These forward-looking  statements include
statements about our plans, objectives, expectations, intentions and assumptions
and other  statements  contained in this  Prospectus  that are not statements of
historical  fact.  You can  identify  these  statements  by words such as "may,"
"will," "should,"  "estimates,"  "plans," "expects,"  "believes,"  "intends" and
similar  expressions.  We cannot guarantee  future results,  levels of activity,
performance or achievements. Our actual results and the timing of certain events
may differ significantly from those discussed in the forward-looking statements.
Factors that might cause such a  discrepancy  include  those  discussed in "Risk
factors" and elsewhere in this prospectus.  You are cautioned to not rely on any
forward-looking statements.

                                       5
THE COMPANY

     We are engaged in the development,  manufacturing  and marketing of Holmium
"cold" pulsed lasers.  We manufacture a variety of  proprietary,  disposable and
reusable fiber-optic, laser energy delivery devices, which have been cleared for
sale by the U.S. Food and Drug  Administration  ("FDA") for use with our Holmium
lasers and those made by others in  orthopedics,  urology,  ear, nose and throat
("ENT") surgery, gynecology, gastrointestinal surgery, general surgery and other
medical  applications.  We are also developing  several new,  proprietary  laser
energy delivery devices for use with such lasers.

     Our 100% owned subsidiary,  Mobile Surgical Technologies,  Inc. ("MST"), is
engaged in the rental of lasers,  along with the services of a trained operator,
on a "fee per case" basis to hospitals,  surgery  centers,  group  practices and
individual  physicians  in Texas and  Oklahoma.  We plan to extend  MST's rental
activities to other states in the future.  We have a Revenue  Sharing  Agreement
with  another "fee per case" laser  rental  company,  under which we provide one
laser to them and  share  in the  revenues  from  its  rental.  While we  expect
revenues  from  "fee  per  case"  rentals  of  lasers  to  grow,  such  revenues
represented  only 13% of our revenues in the nine months ended June 30, 2003 and
11% of our revenues in the preceding fiscal year ended September 30, 2002.

     We were  incorporated  in Nevada on May 1, 1980.  Our address is 15091 Bake
Parkway, Irvine, CA 92618. Our telephone number is (949) 951-3800, our facsimile
number is (949) 855-8206 and our website is www.trimedyne.com.

                                    BUSINESS

     The principal use of our Holmium lasers in urology is to fragment stones in
the kidney,  ureter and bladder.  Our Holmium lasers and optical fibers are able
to fragment  stones of any size,  composition,  hardness  or color.  Our Holmium
lasers  are  also  cleared  for  sale by the FDA for  the  treatment  of  benign
prostatic   hyperplasia  or  "BPH"  (sometimes   referred  to  as  an  "enlarged
prostate").  We  recently  received  clearance  from  the  FDA to  market  a new
side-firing  laser  device.  We plan to conduct a small study on the use of this
new device in the treatment of BPH,  which affects about 50% of men over age 55,
to  support an  application  to the FDA to market it for the  treatment  of this
condition.

     The  principal  uses of our  Holmium  lasers  in  orthopedics  are to treat
herniated  (bulging) and ruptured lumbar discs, two of the three major causes of
lower back pain,  and to treat damage in joints.  An estimated 65 million people
suffer from back pain in the United  States,  and about 1 million  surgeries  to
treat back pain and 1.2 million arthroscopy procedures to treat damage in joints
are performed each year in the United States.

     Our Holmium lasers and proprietary Side-Firing Laser Needles are used
in minimally invasive, percutaneous (x-ray guided) and endoscopic laser
discectomy procedures to treat herniated spinal discs, and in endoscopic laser
foraminoplasty ("ELF") procedures to treat both herniated and ruptured lumbar
discs, all on an outpatient basis.

     Our laser discectomy and ELF procedures are typically performed in about 30
minutes,  with only local  anesthesia,  on an outpatient basis. The back and leg
pain often  disappears  on the operating  table or in recovery,  and the patient
usually  walks out with only a Band Aid on the  needle  puncture  (stitches  are
usually not  required).  Most  patients can return to light  activities in a few
days and to work in two or so weeks.  Published studies show success rates (good
or excellent results, based on pain scores) from our laser disc procedures after
two  years of 87% to 91%.  Our  minimally  invasive,  laser  discectomy  and ELF
procedures   cost   Medicare,   insurance   companies  and  health   maintenance
organizations  (HMOs) less than  one-half the cost of the  traditional  surgical
procedures,  which  require  general  anesthesia  and  entail a 2 day or  longer
hospital  stay,  significant  post-operative  pain and a recovery  period of 2-3
months or longer.  Published studies show the success rates of conventional disc
surgery to be significantly lower than those of our laser procedures.

     The third major cause of lower back pain is a degenerated  lumbar disc, due
to injury, disease or dehydration (loss of water content) of the disc due to old
age.  Approximately  400,000 conventional  "fusion" surgical procedures to treat
degenerated  discs  are  performed  each  year in the  United  States.  In these
procedures, metal rods and screws are attached to the vertebra to immobilize the
spine. Fusion surgery generally requires general anesthesia,  a hospital stay of
3-5 days, significant post-operative pain and a recovery period of 3-4 months or
longer.

                                        6
Our Holmium laser and Side-Firing Laser Needles are presently being used by
an orthopedic  surgeon with a specially designed spinal implant he developed for
use in a new, experimental,  endoscopic Spinal Stabilization  procedure to treat
degenerated  lumbar  discs on an  outpatient  basis.  The implant is designed to
maintain the mobility of the spine.  The surgeon has assigned the patent  rights
to the implant to us for a royalty on future  sales,  if any.  While the surgeon
has had successful results in a small group of patients, a multi-center clinical
trial with successful  results will be required to obtain FDA approval to market
the  implant.   The  expected  cost  of  this  outpatient  Spinal  Stabilization
procedure, if and when the implant is approved for sale by the FDA, which cannot
be assured,  is expected to be about one-third the cost of a conventional fusion
surgery.

     There  is no  assurance  that we will be able to  successfully  market  our
current  laser  products  in the  future,  that we can  successfully  market the
recently FDA cleared  side-firing laser device,  that we can obtain FDA approval
to market the spinal implant or, if it is FDA approved, that we can successfully
market it to treat  degenerated  discs,  or that we will derive any profits from
any of the above.

                                 USE OF PROCEEDS

     The net  proceeds  from the Shares  sold by the Selling  Shareholders  will
inure entirely to their benefit.  We will not receive any proceeds from the sale
of the Shares,  other than the  exercise  prices of the  Options,  if and to the
extent the Options are exercised.

                              SELLING SHAREHOLDERS

     An  aggregate  of up to  3,342,071  Shares may be offered  pursuant to this
Prospectus by certain security holders, including the persons whose names appear
below (the "Selling Shareholders"), some of whom may be deemed to be affiliates,
as defined in Rule 405 promulgated under the Securities Act of 1933, as amended.
The table below sets forth with  respect to such Selling  Shareholders,  (i) the
nature of any position, office or other material relationship he has had with us
within the past three years, (ii) the total amount of Shares  beneficially owned
by each Selling  Shareholder  prior to the offering,  (iii) the amount of shares
which may be offered for sale for the account of such Selling Shareholder in his
discretion  from time to time pursuant to this  Prospectus,  and (iv) the amount
and percentage of the outstanding  Shares which would be  beneficially  owned by
such Selling  Shareholder after sale of all of the Shares offered by the Selling
Shareholders pursuant to this Prospectus,  if they are all offered and sold, and
assuming that other Shares held by such Selling Shareholders are not sold.

Names and                                   Shares Owned      Shares        Shares Owned After Offering
Relationship(1)                             Before Offering   Offered       Amount              Percent
Aguirre, Jose                                  14,100          5,000          9,100                 *
Baker, Donald (Director)                       90,000(2)      40,000         50,000                 *
Black, Todd                                     6,500          2,000          4,500                 *
Beeny, Scott                                    5,000          5,000
Cao, Helen                                      6,800          2,000          4,800                 *
Cabral, Richard                                 2,000          2,000
Casper, David, M.D. (Consultant)               10,000         10,000
Chavit, Joseph                                 14,500          5,000          9,500                 *
Chiu, John C., M.D. (Consultant)               15,000         15,000
Chor, Daly                                      6,800          2,000          4,800                 *
Chuch, Bunnack                                 11,000          4,000          7,000                 *
Corning, Ingrid                                13,500          5,000          8,500                 *
Dao, Thu Ha                                     4,300          2,000          2,300                 *
De Antonio, Sandra                              9,400          2,000          7,400                 *
Donner Corp. International (Consultant)        25,000         25,000
Eap, Haysan                                    41,900         12,500         29,400                 *
7
Names and                                   Shares Owned      Shares        Shares Owned After Offering
Relationship                                Before Offering   Offered       Amount              Percent
Farmer, Jeremy                                   2,000         2,000
Fine, Russell (Consultant)                     15,000         15,000
Fink, Mary                                       3,000         3,000
Gong, Naomi (Consultant)                         5,000         5,000
Guerrero, Mauricio                               3,000         3,000
Horowitz, Richard (Director)                   90,000(3)      40,000         50,000                 *
Jakubowski, Stanislaw                          17,200          3,000         14,200                 *
Kenney, Brian (Vice President)               135,000(4)      125,000         10,000                 *
Knight, Martin, M.D. (Consultant)              10,000         10,000
Krahn, Henry, M.D. (Consultant)                10,000         10,000
Ladendorf, Eric                                  2,000         2,000
Le, Hung                                         8,900         2,000          6,900                 *
Le, Ngoc A.T.                                    4,300         2,000          2,300                 *
Lindsay, Russell                               13,000          8,000          5,000                 *
Loeb, Marvin P. (Chairman & CEO)           2,672,114(5)    1,339,114      1,333,000                 9.9%
Lojewska, Bozena                               12,500          4,000          8,500                 *
Ly, Huong                                        4,500         2,000          2,500                 *
Massry, Guy, M.D. (Consultant)                 10,000         10,000
Meyers & Associates (Consultant)             200,000(6)      200,000
Morales, Irma                                    4,500         2,000          2,500                 *
Nguyen, Derick                                 14,700          5,000          9,700                 *
Nguyen, Justin                                   9,500         3,000          6,500                 *
Olivere, Gina                                    5,000         2,000          3,000                 *
Pergl, James                                   75,000         15,000         60,000                 *
Ramirez, Jorge, M.D. (Consultant)              10,000         10,000
Richley, Richard, M.D. (Consultant)            35,000         35,000
Rudner, Jeffrey (Treasurer)                  107,000(7)      107,000
Seron, Sudele (Secretary)                      43,000(8)      15,000         28,000                 *
Shade, Dennis                                  32,000          8,000         24,000                 *
Silva, Rubicelia                                 6,800         2,000          4,800                 *
Simmons, Marcus                                  9,500         4,000          5,500                 *
Smith, Craig                                   85,000         85,000
Spence, Rebecca                                  3,000         3,000
Strader, Randy                                 18,500          7,000         11,500                 *
Trin Le, Thao                                    4,300         2,000          2,300                 *
Wright, Keith                                    2,000         2,000
Yeik, Glenn D. (President & Director)             250,257(9) 209,957         40,300                 *
Yeung, Anthony, M.D. (Consultant)                 10,000      10,000
--------
        * Less than 1%.

(1)  Unless otherwise noted, an employee of the Company.  If no other address is
     shown, their address is 15091 Bake Parkway, Irvine, CA 92618.

(2)  Consists of 50,000 Shares and Options to purchase 40,000 Shares. Address is
     544 Earlston Road, Kenilworth, IL 60043.

(3)  Consists of 50,000 Shares and Options to purchase 40,000 Shares. Address is
     Heller, Horowitz & Feit, P.C., 292 Madison Avenue, New York, NY 10017.

(4)  Consists of 35,000 Shares and Options to purchase 100,000 Shares.

                                       8
(5)  Consists of 961,600 Shares owned by Mr. Loeb and his wife,  adult children,
     grandchildren  and trusts  for their  benefit,  of which Mr.  Loeb is not a
     trustee,  800,514 Shares  issuable to Mr. Loeb and his family  members,  at
     fair market  value  (based on the  closing  price of the Shares on the last
     business day of each month) in lieu of $265,059 of cash  compensation  from
     May 2001 through  September  2003,  760,000 Shares issuable to Mr. Loeb and
     his family  members in the event of  conversion  of  $200,000  of Notes and
     accrued interest to 2007, and Options to purchase 150,000 Shares.

(6)  Consists entirely of Options.  Address is 45 Broadway, 2nd Floor, New York,
     NY 10006.

(7)  Consists of 10,000 Shares and Options to purchase 97,000 Shares.

(8)  Consists of 5,000 Shares and Options to purchase 38,000 Shares.

(9)  Consists  of  65,300  Shares,   6,957  Shares  issuable  in  lieu  of  cash
     compensation  through  September 30, 2003, and Options to purchase  178,000
     Shares.

                              PLAN OF DISTRIBUTION

     The sale of Shares by the Selling Shareholders may be affected by them from
time to time on the OTCBB or in such  other  public  forum  where our Shares are
publicly  traded or listed for quotation.  These sales may be made in negotiated
transactions  through  the  timing  of  options  on the  Shares,  or  through  a
combination  of such methods of sale, at fixed  prices,  which may be charged at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices or at negotiated prices.  The Selling  Shareholders may
affect such transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive commissions from the Selling Shareholders and/or
the purchasers of the Shares for which such broker-dealer may act as an agent or
to whom they sell as principal,  or both.  The  compensation  as to a particular
broker-dealer may be in excess of customary compensation.

     The Selling  Shareholders and any broker-dealers who act in connection with
the sale of the Shares  hereunder  may be deemed to be  underwriters  within the
meaning of Section 2(11) of the Securities Act, and any commissions  received by
them and any profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.

                                   LITIGATION

     On January 18, 2002, a competitor filed a lawsuit against us in the Federal
District  Court alleging  infringement  of two of its U.S.  Patents.  We filed a
counter-suit alleging infringement of two of our U.S. Patents, along with claims
of trade libel, unfair competition and other anti-trust violations.  We executed
an agreement to settle this  litigation  on terms which we believe are favorable
to us, and both lawsuits were  dismissed on November 17, 2003. We are also named
as a defendant  in three  product  liability  lawsuits,  along with  physicians,
hospitals or surgery centers and others, which are being defended in conjunction
with our product liability insurance carrier.

                            DESCRIPTION OF SECURITIES

     The Shares  being  offered  hereby by the  Selling  Shareholders  are fully
described  in our  Registration  Statement  on Form 8-A filed on July 16,  1982,
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") (See "Incorporation of Certain Documents by Reference").

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed by us with the Commission are  incorporated
herein by reference:

(a)  Our Annual  Report on Form 10-K for the fiscal  year  ended  September  30,
     2002,  filed pursuant to Section 13 of the Securities  Exchange Act of 1934
     (the "Act").

(b)  Our Quarterly  Reports on Form 10-Q(SB) for the quarters ended December 31,
     2002, March 31, 2003 and June 30, 2003, filed pursuant to Section 13 of the
     Act.

                                       9
(c)  The description of the Shares  contained in our  Registration  Statement on
     Form 8-A filed July 16, 1982, pursuant to Section 12 of the Act.

(d)  All documents  subsequently filed by us pursuant to Sections 13(a),  13(c),
     14 and 15(d) of the  Exchange  Act prior to the filing of a  post-effective
     amendment  hereto which  indicates that all of the Shares offered have been
     sold or deregisters all Shares then remaining unsold.

     In addition,  all documents  subsequently  filed by us pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment  hereto which  indicates  that all Shares offered have
been sold or which deregisters all Shares then remaining unsold, shall be deemed
to be a part hereof from the date of the filing of each such report or document.

     We will furnish to each person to whom this  Prospectus is delivered,  upon
written request, a copy of any or all of the documents referred to by reference,
other than  exhibits to such  documents  unless such  exhibits are  specifically
incorporated herein by reference. Requests should be addressed to: Sudele Seron,
Secretary,  Trimedyne,  Inc.,  15091  Bake  Parkway,  Irvine,  California  92618
(Telephone: (949) 951-3800), email: sseron@trimedyne.com.

                   COMMISSION'S POLICY ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

     Article 12 of our Certificate of Incorporation directs us to provide in our
bylaws for  provisions  relating to the  indemnification  of our  directors  and
officers  to the full  extent  permitted  by law.  Section  78.751 of the Nevada
Revised Statutes, as amended, authorizes us to indemnify any director or officer
under  certain  prescribed  circumstances  and  subject to  certain  limitations
against  certain  costs and  expenses,  including  attorneys'  fees actually and
reasonably incurred in connection with any action, suit, or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  to which such person is a
party by reason of being our director or officer,  if it is determined that such
person acted in accordance with the applicable  standard of conduct set forth in
such statutory provisions.

     We may also purchase and maintain insurance for the benefit of any director
or officer, which may cover claims for which we could not indemnify such person.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted  to  our  directors,   officers,   and  controlling   persons,  or  to
underwriters (or controlling  persons thereof) of which an officer,  partner, or
controlling  person  thereof is one of the foregoing or otherwise,  we have been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by us of expenses  incurred or paid by
any such persons,  in the successful defense of any action,  suit or proceeding)
is  asserted  by any  such  persons  in  connection  with the  securities  being
registered,  we will,  unless in the  opinion of our counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by us is against public policy as
expressed  in the Act,  and we will be  governed  by the final  decision of such
issue.

                                  LEGAL OPINION

     Legal matters in connection  with the Shares being offered hereby have been
passed upon for us by Heller, Horowitz & Feit, and P.C., 292 Madison Avenue, New
York, New York 10017.  Heller,  Horowitz & Feit, P.C. is our general  securities
and corporate  counsel and  represented us in our initial public offering and in
numerous matters since then. Mr. Richard F. Horowitz,  a member of such Firm, is
also a member of our Board of Directors.

                                       10
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following  documents  filed by the  Company  with the  Commission  are
incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
     September 30, 2002,  and the Company's  Quarterly  Reports on Form 10-Q(SB)
     for the fiscal  quarters ended  December 31, 2002,  March 31, 2003 and June
     30, 2003,  filed pursuant to Section 13 of the  Securities  Exchange Act of
     1934, as amended (the "Exchange Act").

     (b)  The  description  of the  Common  Stock  contained  in  the  Company's
     Registration Statement on Form 8-A filed July 16, 1982, pursuant to Section
     12 of the Exchange Act.

     (c) All documents subsequently filed by the 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 hereto which indicates that all the Shares offered
     have been sold or deregisters all Shares then remaining unsold.

Item 4. Description of Securities.

     The Common Stock being offered  hereby by the Company under the  Trimedyne,
Inc.  2003  Non-Qualified  Stock Option Plan (the "2003  Option  Plan") is fully
described in the Company's Registration Statement on Form 8-A, filed on July 16,
1982,  pursuant to Section 12 of the Exchange Act (See "Incorporation of Certain
Documents by Reference").

Item 5. Interests of Named Experts and Counsel.

     Mr. Richard F. Horowitz is a member of the firm of Heller, Horowitz & Feit,
and P.C., which is general securities and corporate counsel to the Company,  and
is also a member of the Company's Board of Directors.

Item 6. Indemnification of Directors and Officers.

     Article 12 of the  Registrant's  Certificate of  Incorporation  directs the
Registrant  to  provide  provisions  in its bylaws  for the  indemnification  of
directors and officers to the full extent  permitted by law.  Section  78.751 of
the Nevada Revised Statues,  as amended,  authorizes the Registrant to indemnify
any director or officer under certain  prescribed  circumstances  and subject to
certain  limitations  against certain costs and expenses,  including  attorneys'
fees actually and  reasonably  incurred in connection  with any action,  suit or
proceeding,  whether civil, criminal  administrative or investigative,  to which
such  person  is a party  by  reason  of  being a  director  or  officer  of the
Registrant,  if it is determined  that such person acted in accordance  with the
applicable standard of conduct set forth in such statutory provisions.

     The Registrant may also purchase and maintain  insurance for the benefit of
any director or officer,  which may cover claims for which the Registrant  could
not indemnify such person.

Item 7. Exemption from Registration Claimed.

          Not applicable.

Item 8. Exhibits

          4.5  Trimedyne, Inc. 2003 Non-Qualified Stock Option Plan

          5.1  Opinion of Counsel

                                       11
23.1 Consent of Counsel (included with Exhibit 5.1)

          23.2 Consent of Independent Auditors

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

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

          (i)  Include  any  Prospectus  required  by  Section  10(a)(3)  of the
               Securities Act of 1933;

          (ii) Reflect  in the  Prospectus  any facts or events  arising  which,
               individually or in the aggregate,  represent a fundamental change
               in the information set forth in the Registration Statement;

          (iii)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 of 1933, 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 Shares being  registered  which remain unsold at the  termination of
     the offering.

                                  EXHIBIT INDEX
Exhibit                                                             Page No.
-------                                                             --------
Trimedyne, Inc. 2003 Non-Qualified
Stock Option Plan                                                     14

Opinion and Consent of Counsel                                        21

Consent of Independent Auditors                                       22
12
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  Irvine,  State of  California,  on the 15th day of
December, 2003.

                                           TRIMEDYNE, INC.

                                           By /S/ Marvin P. Loeb
                                           --------------------------------
                                           Marvin P. Loeb
                                           Chairman of the Board of Directors

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

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

 /S/ Marvin P. Loeb             Chairman, Chief Executive   December 15, 2003
---------------------------     Officer and Director
Marvin P. Loeb

/S/ Glenn D. Yeik               President, Chief Operating  December 15, 2003
---------------------------     Officer and Director
Glenn D. Yeik

/S/ Donald Baker                Director                    December 15, 2003
---------------------------
Donald Baker

/S/ Richard F. Horowitz         Director                    December 15, 2003
---------------------------
Richard F. Horowitz

/S/ Jeffrey S. Rudner           Treasurer and Chief         December 15, 2003
---------------------------     Accounting Officer
Jeffrey S. Rudner

/S/ Sudele Seron                Secretary                   December 15, 2003
----------------------------
Sudele Seron

                                       13
Exhibit 4.5

                                 TRIMEDYNE, INC.
                      2003 NON-QUALIFIED STOCK OPTION PLAN

1.   PURPOSE

     This Non-Qualified  Stock Option Plan (the "Plan") is intended to encourage
stock ownership of Trimedyne,  Inc., a Nevada Corporation (the "Corporation") by
officers,  directors,  employees and consultants of the Corporation and those of
any subsidiary  corporations (the "Subsidiaries"),  as defined in Section 424(f)
of the Internal Revenue Code of 1986, as amended (the "Code"),  so that they may
acquire or increase their proprietary interest in the success of the Corporation
and Subsidiaries,  and to encourage them to remain in the employ of, or maintain
their relationship with, the Corporation and/or the Subsidiaries.  It is further
intended  that stock  options  ("Options")  issued  pursuant  to this Plan shall
constitute  non-qualified  stock  options,  the tax  consequences  of which  are
governed  by  Section  83  of  the  Code  ("Non-Qualified  Stock  Options"),  as
designated at the time of grant. The Corporation  intends this Plan to enable it
to issue  Non-Qualified  Stock Options,  with exercise prices at the fair market
value on the date of grant,  and with other  terms  similar in most  respects to
Incentive Stock Options.

2.   ADMINISTRATION

     The Plan shall be  administered  by a committee  appointed  by the Board of
Directors of the  Corporation  (the  "Committee").  Each member on the Committee
shall  be  a  "disinterested  person"  within  the  meaning  of  Rule  16b-3  as
promulgated  under the  Securities  Exchange Act of 1934,  as amended (the "1934
Act").  Such  Committee  shall  consist  of not  less  than two  members  of the
Corporation's  Board of Directors.  The Board of Directors may from time to time
remove  members  from,  or add  members  to,  the  Committee.  Vacancies  on the
Committee,  howsoever  caused,  shall be filled by the Board of  Directors.  The
Committee  shall select one of its members as Chairman,  and shall hold meetings
at such times and places as it may  determine.  A majority of the  Committee  at
which a quorum is  present,  or acts  reduced  to or  approved  in  writing by a
majority of the members of the Committee,  shall be valid acts of the Committee.
The  Committee  shall from time to time at its  discretion  determine  (i) those
officers,  directors,  employees and consultants (including key and non-key) who
shall be  granted  Options;  (ii) the  number of shares  of  common  stock  (the
"Shares") to be optioned to each; and (iii) regardless of the express provisions
of the Plan,  the terms of all Options so granted.  Other than "formula  awards"
granted  pursuant to Article 5(k),  no director  while a member of the Committee
shall be eligible to receive an Option under the Plan.

     The  interpretation  and construction by the Committee of any provisions of
the Plan or of any  Option  granted  under it  shall be final  unless  otherwise
determined by the Board of Directors. No member of the Board of Directors or the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any Option granted under it.

     If at any time no Committee shall be in office, the "disinterested persons"
of the Board of Directors shall perform the functions of the Committee.

3.   ELIGIBILITY

     The persons who shall be eligible to receive  Options  under the Plan shall
be such  officers  and  employees  (whether  or not they are  directors)  of the
Corporation or its Subsidiaries as the Committee shall select from time to time.
Non-employee directors, consultants and others, who have a relationship with the
Corporation or its Subsidiaries, which the Committee considers beneficial to the
Corporation,  may also receive Options under the Plan. An optionee may hold more
than one Option, but only on the terms and subject to the restrictions hereafter
set forth. Members of the Committee, and "disinterested" members of the Board of
Directors  if there is no  Committee,  shall only be eligible to receive  grants
under the Plan pursuant to Article 5(k).

                                       14
4.   STOCK

     The Shares  subject to the  options  to be  granted  hereunder  shall be an
aggregate of 2,000,000  shares of the  Corporation's  authorized but unissued or
reacquired $.01 par value Common Stock, hereinafter referred to as the "Shares".
The limitations  established by each of the preceding sentences shall be subject
to adjustment as provided in Article 5(g) of the Plan.

     In the event any outstanding  Option under the Plan for any reason expires,
lapses or is  otherwise  terminated,  the Shares  allocable  to the  unexercised
portion of such Option may again become the subject of an Option  granted  under
the Plan.

5.   TERMS AND CONDITIONS OF OPTIONS

     Options  granted  pursuant to the Plan shall be authorized by the Committee
and shall be evidenced by agreements  in such form as the  Committee  shall from
time to time approve,  which  agreements shall comply with and be subject to the
following terms and conditions.

     (a)  Number of Shares.

     Each Option shall state the total number of Shares to which it pertains.

     (b) Option Price.

     Each Option shall state the option price, which shall be not less than 100%
of the fair  market  value of the Shares of the  Corporation  on the date of the
granting of the Option.  In the event that the Committee  takes no action to fix
the term of an Option granted to such an individual, such Option shall contain a
provision that it shall expire ten (10) years from the date of grant in the case
of  directors,  officers and employees and five (5) years from the date of grant
in the case of  consultants  and others.  For  purposes of this  paragraph,  the
parent of the Corporation  shall be any  corporation,  which with respect to the
Corporation, is a parent corporation pursuant to Section 424(e) of the Code; and
the  Subsidiaries  of the  Corporation  shall be all  corporations  which,  with
respect to the  Corporation,  are  subsidiary  corporations  pursuant to Section
424(f) of the  Code.  During  such time as the  Shares  are not  listed  upon an
established stock exchange or traded in  over-the-market,  the fair market value
per share  shall be the  closing  price of the  Shares on the day the  Option is
granted, as reported by the National Association of Securities Dealers,  Inc. If
no sale of the  Corporation's  Shares shall have been made on the date of grant,
the fair  market  value  shall be the  closing  price of the  Shares on the next
preceding  day on  which  there  was a sale  of  such  Shares.  If  there  is no
established  market for the Shares, the fair market value shall be determined by
the  most  recent  prior  private  sale  price  of the  Shares.  Subject  to the
foregoing, the Committee in fixing the exercise price of Options shall have full
authority and discretion so long as they shall act in good faith.

     (c)  Medium and Time of Payment.

     The  exercise  price  shall be payable in United  States  dollars  upon the
exercise  of the  Option  and may be paid in  cash,  check or in  Shares  of the
Corporation,  based upon the fair  market  value of those  Shares as  determined
under Article 5(b) of the Plan.

     (d) Term and Exercise of Options.

     No Option  under the Plan shall be  exercisable  either in whole or in part
prior to twelve  months  from the date it is  granted.  Subject  to the right of
cumulation  provided for in this  subdivision,  each Option,  other than Formula
Options,  shall be exercisable as to not more than one-fifth of the total number
of Shares  granted  thereby to officers  and  employees  and as to not more than
one-third of the Shares granted  thereby to directors,  consultants  and others,
during each twelve-month  period during which the optionee remains  continuously
an officer,  director,  employee or  consultant of the  Corporation,  commencing
twelve months from the date of the granting of the Option.  Notwithstanding  the
limitations of the first two sentences of this subparagraph,  the Committee,  in
its discretion, may waive such vesting requirements,  and each Option shall also
be otherwise

                                       15
exercisable  pursuant to the terms of each Option Agreement as determined by the
Committee.  To the extent that the Option is not  exercised  in any period,  the
number of shares as to which the option is exercisable  shall  accumulate and be
exercisable,  in whole or in part, in any subsequent  period, but not later than
the expiration of the term of the Option.  No Option shall be exercisable  after
the  expiration of the term of the Option or three months after  termination  of
employment, except as provided for herein in the event of the death or permanent
and total  disability  (as defined below) of the optionee.  Upon  exercise,  the
Option  must be  exercised  for a minimum  number of one hundred  (100)  shares,
unless the number of shares  for which the  Option is  exercisable  at such time
shall be less than one hundred (100) shares in which case the minimum  number of
shares   exercisable  shall  be  the  total  amount  for  which  the  Option  is
exercisable.

     (e)  Termination of Employment Except Death.

     In the event that an optionee shall cease to be employed by the Corporation
or  Subsidiaries  for any reason  other than his death and shall be no longer in
the employ of any of them,  subject  to the  condition  that no Option  shall be
exercisable after the expiration of its term, such optionee shall have the right
to exercise  the Option at any time within three  months  (twelve  months in the
case of the  "permanent  and total  disability"  of the  optionee  as defined in
Section 22(e)(3) of the Code) after such termination of employment to the extent
his right to exercise  such Option had accrued  pursuant to Article  5(d) of the
Plan and had not  previously  been  exercised  at the date of such  termination.
Subject to Treasury Regulation 1.421-7,  whether authorized leave of absence for
military or governmental  services shall  constitute  termination of employment,
for the  purpose  of the  Plan,  shall be  determined  by the  Committee,  which
determination,  unless  overruled by the Board of Directors,  shall be final and
conclusive.  (As used in this Plan, the terms "employ" and "employment" shall be
deemed to refer to employment of the optionee by the  Corporation and any of its
Subsidiaries.)

     (f)  Death of Optionee and Transfer of Option.

     During the lifetime of the optionee,  the Option shall be exercisable  only
by him and shall not be assignable or  transferable  by him, and no other person
shall  acquire  any  rights  therein.  Options  granted  hereunder  shall not be
transferable  except by will or by the laws of descent and distribution.  In the
event of the death of an  optionee,  no Option  shall be  exercised  unless such
optionee had been an employee of the  Corporation or any Subsidiary for a period
of six (6) months following the date of grant thereof. If the optionee shall die
while in the employ of the  Corporation  or a  Subsidiary  or within a period of
three months after the termination of his employment with the Corporation or any
Subsidiary  and shall not have fully  exercised  the Option,  such Option may be
exercised,  subject to the condition that no Option shall be  exercisable  after
the expiration of its term, to the extent that the optionee's  right to exercise
such Option had accrued  pursuant to Article 5(d) of the Plan at the time of his
death and had not previously been  exercised,  at any time within one year after
the optionee's  death, by the executors or  administrators of the optionee or by
any  person or persons  who shall have  acquired  the option  directly  from the
optionee by bequest or inheritance.

     (g)  Changes in Capitalization.

     Subject to any required  action by the  stockholders,  the number of Shares
covered by each outstanding Option, and the exercise price per share thereof set
forth in each such Option, shall be proportionately adjusted for any increase or
decrease in the number of issued  shares of Common Stock of the  Corporation  by
reason of any Common  Stock  dividend  or common  stock  split or reverse  stock
split,  recapitalization  (including,  without  limitation,  the  payment  of an
extraordinary   cash   dividend),   the  issuance  of  stock   rights,   merger,
consolidation, combination, exchange of shares, spin-off, distribution of assets
to  stockholders,  or other similar  corporate  change.  In its discretion,  the
Committee  may also  adjust  the number of Shares  covered  by each  outstanding
Option  in the event of the sale or other  disposition  or  distribution  by the
corporation of all or a portion of its assets.

     Subject to any required  actions by the  stockholders,  if the  Corporation
shall  be  the  surviving  corporation  in any  merger  or  consolidation,  each
outstanding  Option  shall  pertain  to and apply to the  securities  to which a
holder of the number of shares of common stock  subject to the Option would have
been entitled.  A dissolution  or liquidation of the  Corporation or a merger or
consolidation in which the Corporation is not the surviving  corporation,  shall
cause each outstanding  Option to terminate,  provided that each optionee shall,
in  such  event,  have  the  right  immediately  prior  to such  dissolution  or

                                       16
liquidation,  or merger or  consolidation  in which the  Corporation  is not the
surviving corporation, to exercise his Option in whole or in part without regard
to the installment provisions of Article 5(d) of the Plan, provided the optionee
has been continuously employed by the Corporation for at least two (2) years.

     In the  event  of a  change  in the  Common  Stock  of the  Corporation  as
currently  constituted,  which is limited  to a change of all of its  authorized
shares with par value into the same number of shares with a different  par value
or without par value,  the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of the Plan.

     To the extent  that the  foregoing  adjustments  relate to Common  Stock or
other  securities  of the  Corporation,  such  adjustments  shall by made by the
Committee,  whose  determination  in that  respect  shall be final,  binding and
conclusive.

     Except  as  hereinbefore  expressly  provided  in this  Article  5(g),  the
optionee shall have no rights by reason of any subdivision or  consolidation  of
the  shares of stock of any class or the  payment of any stock  dividend  or any
other  increase  or decrease in the number of shares of stock of any class or by
reason of any dissolution,  liquidation,  merger or consolidation or spin-off of
assets or stock of any class, or securities  convertible into shares of stock of
any class,  and no adjustment  by reason  thereof shall be made with respect to,
the number or price of the Shares subject to the Option.

     The grant of an Option pursuant to the Plan shall not affect in any way the
right  or  power  of the  Corporation  to  make  adjustments,  reclassification,
reorganizations  or changes of its capital of business  structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

     (h)  Rights as Stockholder or Employee.

     An  optionee  or a  transferee  of an  Option  shall  have no  rights  as a
stockholder  with respect to any Shares  covered by his Option until the date of
the issuance of a stock  certificate to him for such Shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other  property)  or  distribution  or other rights for which the record date is
prior to the date such  stock  certificate  is  issued,  except as  provided  in
Article 5(g) hereof. The Plan is not a contract of employment,  and the terms of
employment of any optionee or the  relationship of any  non-employee  consultant
with the  Corporation  shall not be affected in any way be the Plan shall not be
construed as conferring any legal rights upon any optionee for a continuation of
employment,  nor shall it  interfere  with the right of the  Corporation  or any
Subsidiary  to discharge  any  optionee  and to treat him without  regard to the
effect which such treatment might have upon him as an optionee.

     (i) Modification, Extension and Renewal of Options.

     Subject to the terms and conditions and within the limitations of the Plan,
including but limited to Article 5(d), the Committee may modify, extend or renew
outstanding   Options  granted  under  the  Plan  or  accept  the  surrender  of
outstanding Options (to the extent not theretofore  exercised) and authorize the
granting  to the new  Options  in  substitution  therefore  (to the  extent  not
theretofore exercised). The Committee shall not, however, modify any outstanding
Options so as to specify a lower price. Notwithstanding the foregoing,  however,
no modification of an Option shall,  without the consent of the optionee,  alter
or impair any rights or obligations under any Option  theretofore  granted under
the Plan.

         (j) Investment Purpose and Qualification of Shares.

         Each Option under the Plan shall be granted on the condition that the
purchases of Shares thereunder shall be for investment purposes, and not with a
view to resale or distribution except that, in the event the Shares subject to
such option are registered under the Securities Act of 1933, as amended, or in
the event a resale of such Shares without such registration would otherwise be
permissible, such condition shall be inoperative if in the opinion of counsel
for the Corporation such condition is not required under the Securities Act of
1933 or any other applicable law, regulation, or rule of any governmental
agency.

                                       17
The  Corporation  shall seek such  authority as may lawfully be required to
offer and sell the Shares covered by an Option in each  jurisdiction in which an
optionee  resides.  However,  nothing  herein shall require the  Corporation  to
register  under the  Securities  Act of 1933  either the Plan,  Options  granted
thereunder or any securities  issued or issuable  pursuant to any option granted
under  the  Plan.  If  such  authority  is not  obtained  for  any  reason,  the
Corporation  shall not be obligated  (and shall be relieved of any liability for
failure) to issue and sell any securities,  which may be exercisable pursuant to
any Option granted hereunder until and unless such authority is obtained.

     (k)  Formula Awards to Committee Members.

     Each director appointed to the Committee shall be granted "Formula Options"
to purchase  30,000 Shares on the day such Committee  member is so appointed and
thereafter  further grants of Formula  Options to purchase  30,000 Shares on the
third  anniversary  of the grant of such  Committee  member's  most recent prior
grant  under  this  Article  5(k);  provided,  however,  that the grant to newly
appointed  Committee members shall be reduced on an  option-for-option  basis by
the amount of any Options accepted by such appointee from the Company within the
prior 24 month period.  The Formula  Options  granted to such  Committee  member
shall have an exercise  price per share  equal to the fair  market  value of the
Shares on the date of grant. Each Formula Option granted under this Article 5(k)
shall become  exercisable in three equal installments on each of the first three
anniversaries of the date of grant.  Each portion of each Formula Option granted
under this  Article  5(k) shall be  exercisable  for ten years after the date of
grant. Upon termination of a director's  membership on the Board, other than due
to such  director's  death or  "permanent  and total  disability,"  any  Formula
Options which are then exercisable may be exercised by such director at any time
prior to the expiration of such Option's term or within three (3) months (twelve
months in the case of death or "permanent and total disability")  following such
cessation of  membership,  whichever  period is shorter.  The exercise price for
each  Formula  Option  granted  pursuant to this  Article 5(k) is payable in the
forms  prescribed  in  Article  5(c).  The  terms  and  provisions  of the Plan,
including  specifically  but without  limitation  the first  sentence of Article
5(g),  shall also apply to the grant and  exercise  of Formula  Options,  to the
extent such other  provisions do not contradict  the express  provisions of this
Article  5(k) and  further  provided  that no  provision  of this Plan  shall be
construed as applying to this Article 5(k) if the  application of such provision
would  have  the  effect  of  a  recipient  of  Formula  Options  to  not  be  a
"disinterested person."

     (l)  Other Provisions.

     The Option Agreements authorized under the Plan shall from time to time and
from  Option  to  Option  contain  such  other  provisions,  including,  without
limitation, restrictions upon the exercise of the Option, as the Committee shall
deem advisable in each case.

6.   CORPORATION LOANS

     The Corporation may make nonrecourse, collateralized loans to employees for
the  purpose of  exercising  Options,  with such loans to be made to officers or
employees of the Corporation or the  Subsidiaries who are then and who remain in
good  standing,  said loans  bearing  interest at a rate to be determined by the
Committee,  but in no event at a rate of interest less than the Federal interest
rate  applicable  under  Section  7872 of the Code.  Such loans shall be in such
amounts  as may from  time to time be  required  to  enable  said  employees  to
exercise  Options  granted  under the Plan,  to the  extent  that such loans are
permitted by law and to the extent that such Options are then  exercisable,  and
shall be secured by the  shares  being  purchased.  Such loans  shall,  however,
terminate and be due and payable (including interest) thirty days after the last
day of the  employment of any employee or, if earlier,  upon the  disposition by
the employee of the shares purchased with the proceeds of such loans.

7.   RELOAD OPTIONS

     Without in any way limiting the  authority of the  Committee to make grants
hereunder,  and in order to induce  officers  and other key  employees to retain
ownership of Shares of the  Corporation,  the Committee shall have the authority
(but not an  obligation)  to include  within any Option  Agreement  a  provision
entitling the optionee to a further Option (a "Reload  Option") in the event the
optionee exercises the Option evidenced by the option agreement,  in whole or in
part, by  surrendering  other shares of stock of the Company in accordance  with
this Plan and terms and  conditions  of the Option  Agreement.  Any such  Reload

                                       18
Option shall be for number of shares of stock equal to the number of surrendered
shares of stock,  shall become  exercisable in the event the purchased shares of
stock are held for a minimum period of time  established  by the Committee,  and
shall be  subject  to such  other  terms and  conditions  as the  Committee  may
determine.   Reload  Options  shall  only  be  available  to  Committee  members
exercising Formula Options received pursuant to Article 5(k), if the Corporation
shall  receive an opinion  of counsel  that the grant of Reload  Options to such
Committee  member will not cause such  Committee  member to lose his status as a
"disinterested  director" within the meaning of Rule 16b-3 promulgated under the
1934 Act, in which event the Reload  Options shall be held for six months before
they may be exercised.

8.   INDEMNIFICATION OF COMMITTEE

     In addition  to such other  rights of  indemnification  as they may have as
directors or as members of the Committee,  the members of the Committee shall be
indemnified  by the  Corporation  against  the  reasonable  expenses,  including
attorneys'  fees,  actually  and  necessarily  incurred in  connection  with the
defense of any action,  suit or  proceeding,  or in  connection  with any appeal
therein,  to which  they or any of them may be a party by reason  of any  action
taken or  failure  to act  under or in  connection  with the Plan or any  Option
granted  thereunder,  and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent  legal counsel  selected by
the  Corporation)  or paid by them in  satisfaction  of a  judgment  in any such
action,  suit or proceeding;  provided that within 60 days after  institution of
any such action,  suit or  proceeding a Committee  member shall in writing offer
the Corporation the  opportunity,  at its own expense,  to handle and defend the
same.  The foregoing  right of  indemnification  shall be exclusive and shall be
independent of any other rights of  indemnification to which such persons may be
entitled  under the  Corporation's  Articles of  Incorporation  or  By-Laws,  by
contract, as a matter of law, or otherwise.

                                       19
9.   AMENDMENT OF THE PLAN

     The Board of Directors of the Corporation may, insofar as permitted by law,
from  time to time,  with  respect  to any  Shares  at the time not  subject  to
Options,  suspend or  discontinue  the Plan or revise or amend it in any respect
whatsoever,  except to remove the administration of the Plan from the Committee,
or render any member of the  Committee  eligible to receive an Option  under the
Plan,  other than Formula Options,  while serving thereon.  Neither the Board of
Directors nor the Committee may amend, suspend, modify, or terminate the Plan so
as to alter or impair any grantee's right under any Option  theretofore  granted
under the Plan. The above notwithstanding,  the provisions of Article 5(k) shall
not be amended  more than once  every six  months,  other  than to comport  with
changes in the Code, the Employee Retirement Income Security Act of 1974, or the
rules thereunder. Further, any and/or all provisions of this Plan may be revised
and/or  deleted,  if the Board of Directors,  acting upon the advice of Counsel,
determines  that the  securities  laws  and/or tax laws then in effect no longer
require the inclusion of such provisions.

10.  APPLICATION OF FUNDS

     The  proceeds  received by the  Corporation  from the sale of Common  Stock
pursuant to options will be used for general corporate purposes.

11.  NO OBLIGATION TO EXERCISE OPTION

     The granting of an Option shall impose no  obligation  upon the optionee to
exercise such Option.

                                     * * * *

                                       20
Exhibit 5.1

                         HELLER, HOROWITZ & FEIT, P.C.,
                               292 Madison Avenue
                               New York, NY 10017
                                 (212) 685-7600

                                December 15, 2003

Trimedyne, Inc.
15091 Bake Parkway
Irvine, CA  92618

Gentlemen:

     As  counsel  for  your  Company,  we  have  examined  your  certificate  of
incorporation,   by-laws,  and  such  other  corporate  records,  documents  and
proceedings  and such questions of laws we have deemed  relevant for the purpose
of this opinion.

     We have also, as such counsel,  examined the  Registration  Statement  (the
"Registration  Statement") of your Company on Form S-8, coving the  registration
under the  Securities  Act of 1933,  as amended,  of up to  3,342,071  shares of
Common Stock, $0.01 par value, of the Company ("Common Stock").

     Our review has also  included the exhibits and form of  prospectus  for the
issuance  of such  securities  (the  "Prospectus")  filed with the  Registration
Statement.

     On the basis of such examination, we are of the opinion that:

     1.   The Company is a corporation  duly authorized and validly existing and
          in good standing under the laws of the State of Nevada, with corporate
          power to conduct the  business  which it conducts as  described in the
          Registration Statement.

     2.   The Company has an authorized  capitalization  of 30,000,000 shares of
          Common Stock and 1,000,000 shares of Preferred Stock.

     3.   The Common Stock has been duly and validly  authorized  and,  upon the
          issuance  thereof,  will be duly and validly  issued as fully paid and
          non-assessable shares of Common Stock.

     We hereby consent to the use of our name in the Registration  Statement and
Prospectus  and we also  consent  to the  filing of this  opinion  as an exhibit
thereto.

                                Very truly yours,

                                /S/Richard F. Horowitz
                                ----------------------
                                Richard F. Horowitz

                                       21
Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
January 14, 2003, appearing on page F-2 of the Trimedyne,  Inc. Annual Report on
Form 10-K for the year ended September 30, 2002.

                                /s/ MCKENNON, WILSON & MORGAN, LLP.
                                ----------------------------------
                                MCKENNON, WILSON & MORGAN, LLP.
                                Irvine, California
                                December 15, 2003
RE-OFFER PROSPECTUS

                                 TRIMEDYNE, INC.

                     SHARES OF COMMON STOCK, $0.01 PAR VALUE

     This Re-Offer  Prospectus  covers the proposed re-offer and sale by certain
security holders (the "Selling Shareholders") of Trimedyne, Inc. ("we", "our" or
"us") from time to time at their discretion,  at prevailing market prices, of up
to 3,342,071 shares of our Common Stock, $0.01 par value (the "Shares").

     Of these,  2,000,000  Shares are  reserved  for  granting of stock  options
("Options")  pursuant  to our 2003  Non-Qualified  Stock  Option Plan (the "2003
Option  Plan"),  under  which  Options to  purchase  1,108,500  Shares have been
granted, and 1,342,071 Shares have been or are committed to be issued to certain
of our officers, employees and consultants in lieu of compensation for services.

     Our  Shares  are  traded  on the  NASDAQ  Over-the-Counter  Bulletin  Board
("OTC:BB")  under the symbol "TMED".  On December 11, 2003, the closing price of
our Common Stock, as reported by the OTC:BB, was $1.03 per Share.

     The net  proceeds  from the Shares  sold by the Selling  Shareholders  will
inure entirely to their benefit and not to us. We will,  however,  receive funds
from the exercise of Options,  to the extent, if any, the Options are exercised.
The Shares may be offered from time to time by the Selling  Shareholders through
ordinary brokerage transactions,  in negotiated  transactions,  or otherwise, at
market prices prevailing at the time of sale or at negotiated  prices. See "Plan
of Distribution."

     Although there are no current arrangements therefore,  commissions equal to
or in excess of normal  brokerage  commissions may be paid to brokerage firms by
the Selling Shareholders in connection with such sales. Each Selling Shareholder
will bear all expenses with respect to  his/her/its  sale of Shares,  except the
costs  associated  with  registering  the  Shares  under  the Act and  under any
applicable  State blue sky or securities  laws,  and preparing and printing this
Prospectus.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     We will  furnish  to  each  person  to whom  this  Re-Offer  Prospectus  is
delivered,  upon written request, a copy of any or all of the documents referred
to by reference,  other than exhibits to such documents unless such exhibits are
specifically incorporated herein by reference.  Requests should be addressed to:
Sudele Seron, Secretary, Trimedyne, Inc., 15091 Bake Parkway, Irvine, California
92618 (Telephone: (949) 951-3800). email: sseron@trimedyne.com.

                THE DATE OF THIS PROSPECTUS IS DECEMBER 15, 2003

                                       1
THIS OFFERING  INVOLVES  SIGNIFICANT  RISKS  CONCERNING OUR COMPANY AND ITS
BUSINESS.  SEE "RISK FACTORS",  WHICH BEGINS ON PAGE 3 OF THIS  PROSPECTUS,  FOR
CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

     NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE  ANY  INFORMATION  OR  MAKE  ANY
REPRESENTATION  NOT  CONTAINED IN THIS  PROSPECTUS  AND, IF GIVEN OR MADE,  SUCH
INFORMATION OR REPRESENTATION  MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY US. THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OR
AN OFFER TO BUY ANY OF THE  SECURITIES TO ANY PERSON IN ANY  JURISDICTION  WHERE
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

                             ADDITIONAL INFORMATION

     We  have  filed  with  the   Securities   and  Exchange   Commission   (the
"Commission"),  450 Fifth Street,  NW,  Washington,  D.C.  20549, a Registration
Statement  on Form S-8 under the  Securities  Act of 1933  with  respect  to the
securities  offered hereby  (herein,  together with all amendments and exhibits,
referred to as the "Registration Statement").  This Re-offer Prospectus filed as
part of the  Registration  Statement  does not contain all the  information  set
forth in, or annexed as exhibits  to, the  Registration  Statement.  For further
information  pertaining  to the  securities  offered  hereby  our  business  and
financial  condition,  reference is made to the information  requirements of the
Securities  Exchange Act of 1934,  as amended.  The  Registration  Statement and
exhibits  thereto,  as well as reports,  proxy and information  statements,  and
other filed  information,  may be  inspected at the  Headquarters  Office of the
Securities and Exchange  Commission  located at 450 Fifth Street, NW, Room 1024,
Washington,  D.C. 20549 and at certain of the  Commission's  regional offices at
the following addresses:  7 World Trade Center, New York, New York; and 500 West
Madison Street, Chicago,  Illinois; copies of such material may be obtained from
the Public  Reference  Section of the  Commission at 450 Fifth Street,  NW, Room
1024, Washington D.C. at prescribed rates. The Commission maintains a World Wide
Web site on the Internet at http://www.sec.gov  that contains reports, proxy and
information  statements and other information regarding us and other registrants
that file electronically with the Commission.

                                TABLE OF CONTENTS
HEADING                                            PAGE NO.
         -------                                            --------
         PROSPECTUS                                            1
         THE OFFERING                                          3
         RISK FACTORS                                          3
         THE COMPANY                                           6
         BUSINESS                                              6
         USE OF PROCEEDS                                       7
         SELLING SHAREHOLDERS                                  7
         PLAN OF DISTRIBUTION                                  9
         LITIGATION                                            9
         DESCRIPTION OF SECURITIES                             9
         INCORPORATION OF DOCUMENTS BY REFERENCE               9
         COMMISSION'S POLICY ON INDEMNIFICATION               10
         LEGAL OPINION                                        10
2
THE OFFERING

     This re-offer  prospectus  covers the proposed re-offer and sale by certain
of our security holders, from time to time at prevailing market prices, at their
discretion,  of up to 3,342,071 Shares of our Common Stock, $0.01 par value. Our
Shares are traded on the NASDAQ Over-the-Counter Bulletin Board under the symbol
"TMED".  The  closing  price of our Shares on  December  11,  2003 was $1.03 per
share.

                                  RISK FACTORS

     There  is no  assurance  that our  future  activities  will be  successful.
Moreover,  there is no assurance  that our business  will be unaffected by newer
technological  developments,  that we will be able to develop or obtain licenses
to new  products  that may be  required  for us to  successfully  compete in our
market  areas,  that we will  continue to satisfy  regulatory  requirements  and
obtain regulatory  approvals to market new products,  or that we will be able to
adapt to changes in the economics of the medical technology  business in general
and the laser and laser delivery systems business in particular.

     An  investment  in our Shares  involves a high  degree of risk.  You should
carefully consider the risks and uncertainties described below, which may not be
the  only  ones we face.  If any of the  following  risks  actually  occur,  our
business,  financial  condition  or results of  operations  could be  materially
adversely affected. In this event, the trading price of our Shares could decline
and you may lose all or part of your investment.

1.   LIMITED CASH RESOURCES

     On June 30, 2003, we had cash of $1,300,000, receivables of $532,000 (after
allowances for bad debts), inventories of $1,500,000 and other current assets of
$242,000. On that date, we had accounts payable of $751,000, accrued expenses of
$543,000,  accrued  compensation  of $250,000 and other current  liabilities  of
$139,000.  All of the  above  amounts  are  unaudited  figures.  While  our cash
resources  are limited,  we expect to continue to operate on a profitable  basis
and increase our cash resources, although such cannot be assured.

2.   WE HAVE INCURRED SUBSTANTIAL LOSSES IN THE PAST

     We had a profit of  $828,000,  or $0.06 per share,  unaudited,  in the nine
months ended June 30, 2003.  However,  we had a net loss of  $1,215,000 or $0.08
per  share in the  fiscal  year  ended  September  30,  2002,  and a net loss of
$7,484,000  or $0.59 per share in the fiscal year ended  September  30, 2001. We
had an accumulated  deficit of $44,313,000 at June 30, 2003.  While we expect to
continue to operate at a profit,  we could incur losses in the future if we fail
to  generate   revenues   sufficient  to  offset  the  costs   associated   with
manufacturing  and  marketing  our  current  products,  our  overhead,  and  the
development  of new products.  There can be no assurance that we will be able to
operate profitably in the future.

3.   WE MAY NEED SUBSTANTIAL ADDITIONAL FINANCING IN THE FUTURE

     Although our working capital (current assets over our current  liabilities)
was  $1,891,000  at June 30,  2003,  on an unaudited  basis,  if you exclude our
inventories,  our liquid working  capital on that date was $391,000.  We believe
our existing  working capital may be sufficient to meet our operating needs, and
the operating  needs of our 100% owned laser rental  subsidiary for the next six
to twelve months.  However, if we fail to continue to operate profitability,  or
if we undertake  the  development,  testing and marketing of new products in the
future,  we may need to raise  substantial  additional  capital.  Also,  we have
$200,000 of Senior Convertible Notes outstanding which are due, with interest at
12% per annum, in 2007. The Notes and accrued interest are convertible at prices
of $0.40  and $0.50  per  Share.  If the  Notes  and  accrued  interest  are not
converted,  we may have to raise additional  capital to pay the Note holders the
principal and interest due on the Notes.  Sources of such  financing may include
the sale of  additional  equity  securities  or the sale or  licensing of patent
rights.  The issuance of  additional  Shares or shares of  Preferred  Stock will
dilute the equity interests of our holders of shares. There is no assurance such
financing, if and when needed, will be available to us on acceptable terms.

                                       3
4.   THERE IS NO SSURANCE ANY OR ALL OF THE NOTES AND ACCRUED  INTEREST  WILL BE
     CONVERTED OR ANY OR ALL OF THE OPTIONS WILL BE EXERCISED

     There is no assurance any or all of the Notes and accrued  interest will be
converted or any or all of the Options will be exercised prior to the expiration
of their  conversion  or exercise  rights,  as such is largely  dependent on the
market price of our Shares in the future significantly  exceeding the conversion
prices of the Notes,  which range from $0.40 to $0.50 per share, or the exercise
prices of the Options, which range from $0.14 to $3.84 per share.

5.   WE MAY NOT BE ABLE TO ADJUST TO RAPID TECHNOLOGICAL CHANGES

     We are engaged in an intensely  competitive  industry. In recent years, the
medical laser industry has been  characterized  by rapid  technological  change.
There is no  assurance  that our  present  products  may not face  technological
obsolescence,  or that we will be able to  develop,  acquire  licenses  for,  or
obtain  regulatory   approvals  to  market  new  products  and  keep  pace  with
technological advances by our competitors.

6.   WE MAY ACQUIRE OTHER ENTITIES

     Although we have no present  plans to do so, we may engage in  acquisitions
of other companies and businesses in the future and may use our cash reserves or
shares of our Preferred Stock or Common Stock to pay for these acquisitions.  If
we use  shares of our  Preferred  or Common  Stock for  acquisitions,  this will
result in a dilution  of the  percentage  of the equity  owned by holders of our
Shares.   In  addition,   acquisitions   may  involve   speculative   and  risky
undertakings.   Under  Nevada  law,  acquisitions  do  not  require  shareholder
approval, except when accomplished by merger or consolidation.

7.   WE HAVE OBLIGATIONS TO ISSUE SHARES THAT WILL DILUTE OUR HOLDERS

     In addition to 760,000  Shares  which may be issued if all  $200,000 of the
Notes  with  accrued  interest  to  maturity  are  converted,  the  Registration
Statement  of which this  Prospectus  is a part  covers  800,514  Shares we have
agreed to issue to our  Chairman and 6,957 Shares we have agreed to issue to our
President in lieu of $265,059 and $2,250 of cash  compensation  they have agreed
to waive,  respectively,  through September 30, 2003, and 146,000 Shares we have
agreed to issue to certain of our officers,  employees and a consultant  (25,000
to our President) in lieu of compensation for services.

8.   OUR STOCK PRICE IS VOLATILE

     The market prices for securities of medical device companies, including our
Shares,  have been  volatile.  It is likely  that the price of our  Shares  will
fluctuate in the future. Many factors can impact the market price of our Shares,
such as announcements of technological  innovations or new commercial  products,
FDA   clearances  or  approvals,   distribution   agreements,   the  results  of
pre-clinical testing and clinical trials, the issuance or acquisition of patents
or  proprietary  rights,  changes  in  sales  or  earnings,  recommendations  by
securities  analysts,  and market conditions in general. The market price of our
Shares could also be adversely  affected by future  conversions  of the Notes or
exercises of outstanding Options.

9.   WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS

     We have not paid any dividends in the past and do not anticipate paying any
dividends in the foreseeable  future.  This may depress the price of our Shares,
as a non-dividend paying stock may not appeal to certain investors.

                                       4
10.  WE MAY ISSUE PREFERRED STOCK THAT COULD AFFECT THE RIGHTS OF HOLDERS OF OUR
     SHARES

     We are authorized to issue 1,000,000  shares of Preferred  Stock. Our Board
of Directors has broad powers to fix the rights and terms of any Preferred Stock
we may issue, without requiring shareholder approval. Although we presently have
no  intention  to do so, the  issuance  of any of our  authorized  but  unissued
Preferred  Stock in the future could have an adverse effect on the rights of the
holders of our Shares.

11.  WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION

     Our business is subject to extensive  regulation by the FDA and  comparable
regulatory   authorities  of  foreign  countries.   Compliance  with  regulatory
requirements  and obtaining  approvals to test or market new medical  devices is
expensive and time consuming.  There is no assurance we will be able to continue
to  meet  all  regulatory   requirements  of  the  FDA  and  other  governmental
authorities  necessary  to market our present  products  or obtain and  maintain
approvals to test and market new products.  Failing to meet necessary government
requirements  will have a negative  impact on our ability to continue as a going
concern.

12.  WE CARRY LIMITED LIABILITY INSURANCE

     We carry an aggregate of $5,000,000 of general liability  insurance.  There
is no assurance  that we can maintain  such  insurance in force at an acceptable
cost or that the amount of such  insurance  will be  sufficient  to protect  our
assets  in the  event of  claims  by users of our  products,  patients  or other
parties.  If court awards  exceeding the amount of such insurance were made, our
assets could be depleted.

13.  WE ARE DEPENDENT UPON MAINTAINING PATENTS AND LICENSES

     There is no assurance  our patents will be upheld if challenged in court or
that we will be able to obtain  additional valid patents.  We cannot assure that
our patents can be  successfully  enforced  against  infringers.  We also cannot
assure that our products do not infringe  patents  owned by others,  licenses to
which may not be available to us. Our  inability to maintain our patents,  avoid
infringement  of our patents by others or, to obtain  licenses to any  necessary
patents could have a material adverse impact on our financial condition, results
of  operations  and  our  ability  to  successfully  remain  in  business.  (See
"Litigation" for information on a patent  infringement  lawsuit filed against us
by a competitor,  a counter-suit we filed against this  competitor,  and current
product liability lawsuits).

14.  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this  Prospectus are  forward-looking  statements
that involve risks and uncertainties.  These forward-looking  statements include
statements about our plans, objectives, expectations, intentions and assumptions
and other  statements  contained in this  Prospectus  that are not statements of
historical  fact.  You can  identify  these  statements  by words such as "may,"
"will," "should,"  "estimates,"  "plans," "expects,"  "believes,"  "intends" and
similar  expressions.  We cannot guarantee  future results,  levels of activity,
performance or achievements. Our actual results and the timing of certain events
may differ significantly from those discussed in the forward-looking statements.
Factors that might cause such a  discrepancy  include  those  discussed in "Risk
factors" and elsewhere in this prospectus.  You are cautioned to not rely on any
forward-looking statements.

                                       5
THE COMPANY

     We are engaged in the development,  manufacturing  and marketing of Holmium
"cold" pulsed lasers.  We manufacture a variety of  proprietary,  disposable and
reusable fiber-optic, laser energy delivery devices, which have been cleared for
sale by the U.S. Food and Drug  Administration  ("FDA") for use with our Holmium
lasers and those made by others in  orthopedics,  urology,  ear, nose and throat
("ENT") surgery, gynecology, gastrointestinal surgery, general surgery and other
medical  applications.  We are also developing  several new,  proprietary  laser
energy delivery devices for use with such lasers.

     Our 100% owned subsidiary,  Mobile Surgical Technologies,  Inc. ("MST"), is
engaged in the rental of lasers,  along with the services of a trained operator,
on a "fee per case" basis to hospitals,  surgery  centers,  group  practices and
individual  physicians  in Texas and  Oklahoma.  We plan to extend  MST's rental
activities to other states in the future.  We have a Revenue  Sharing  Agreement
with  another "fee per case" laser  rental  company,  under which we provide one
laser to them and  share  in the  revenues  from  its  rental.  While we  expect
revenues  from  "fee  per  case"  rentals  of  lasers  to  grow,  such  revenues
represented  only 13% of our revenues in the nine months ended June 30, 2003 and
11% of our revenues in the preceding fiscal year ended September 30, 2002.

     We were  incorporated  in Nevada on May 1, 1980.  Our address is 15091 Bake
Parkway, Irvine, CA 92618. Our telephone number is (949) 951-3800, our facsimile
number is (949) 855-8206 and our website is www.trimedyne.com.

                                    BUSINESS

     The principal use of our Holmium lasers in urology is to fragment stones in
the kidney,  ureter and bladder.  Our Holmium lasers and optical fibers are able
to fragment  stones of any size,  composition,  hardness  or color.  Our Holmium
lasers  are  also  cleared  for  sale by the FDA for  the  treatment  of  benign
prostatic   hyperplasia  or  "BPH"  (sometimes   referred  to  as  an  "enlarged
prostate").  We  recently  received  clearance  from  the  FDA to  market  a new
side-firing  laser  device.  We plan to conduct a small study on the use of this
new device in the treatment of BPH,  which affects about 50% of men over age 55,
to  support an  application  to the FDA to market it for the  treatment  of this
condition.

     The  principal  uses of our  Holmium  lasers  in  orthopedics  are to treat
herniated  (bulging) and ruptured lumbar discs, two of the three major causes of
lower back pain,  and to treat damage in joints.  An estimated 65 million people
suffer from back pain in the United  States,  and about 1 million  surgeries  to
treat back pain and 1.2 million arthroscopy procedures to treat damage in joints
are performed each year in the United States.

     Our Holmium lasers and  proprietary  Side-Firing  Laser Needles are used in
minimally invasive,  percutaneous (x-ray guided) and endoscopic laser discectomy
procedures  to  treat   herniated   spinal  discs,   and  in  endoscopic   laser
foraminoplasty  ("ELF")  procedures to treat both herniated and ruptured  lumbar
discs, all on an outpatient basis.

     Our laser discectomy and ELF procedures are typically performed in about 30
minutes,  with only local  anesthesia,  on an outpatient basis. The back and leg
pain often  disappears  on the operating  table or in recovery,  and the patient
usually  walks out with only a Band Aid on the  needle  puncture  (stitches  are
usually not  required).  Most  patients can return to light  activities in a few
days and to work in two or so weeks.  Published studies show success rates (good
or excellent results, based on pain scores) from our laser disc procedures after
two  years of 87% to 91%.  Our  minimally  invasive,  laser  discectomy  and ELF
procedures   cost   Medicare,   insurance   companies  and  health   maintenance
organizations  (HMOs) less than  one-half the cost of the  traditional  surgical
procedures,  which  require  general  anesthesia  and  entail a 2 day or  longer
hospital  stay,  significant  post-operative  pain and a recovery  period of 2-3
months or longer.  Published studies show the success rates of conventional disc
surgery to be significantly lower than those of our laser procedures.

     The third major cause of lower back pain is a degenerated  lumbar disc, due
to injury, disease or dehydration (loss of water content) of the disc due to old
age.  Approximately  400,000 conventional  "fusion" surgical procedures to treat
degenerated  discs  are  performed  each  year in the  United  States.  In these
procedures, metal rods and screws are attached to the vertebra to immobilize the
spine. Fusion surgery generally requires general anesthesia,  a hospital stay of
3-5 days, significant post-operative pain and a recovery period of 3-4 months or
longer.

     Our Holmium laser and Side-Firing Laser Needles are presently being used by
an orthopedic  surgeon with a specially designed spinal implant he developed for

                                       6
use in a new, experimental,  endoscopic Spinal Stabilization  procedure to treat
degenerated  lumbar  discs on an  outpatient  basis.  The implant is designed to
maintain the mobility of the spine.  The surgeon has assigned the patent  rights
to the implant to us for a royalty on future  sales,  if any.  While the surgeon
has had successful results in a small group of patients, a multi-center clinical
trial with successful  results will be required to obtain FDA approval to market
the  implant.   The  expected  cost  of  this  outpatient  Spinal  Stabilization
procedure, if and when the implant is approved for sale by the FDA, which cannot
be assured,  is expected to be about one-third the cost of a conventional fusion
surgery.

     There  is no  assurance  that we will be able to  successfully  market  our
current  laser  products  in the  future,  that we can  successfully  market the
recently FDA cleared  side-firing laser device,  that we can obtain FDA approval
to market the spinal implant or, if it is FDA approved, that we can successfully
market it to treat  degenerated  discs,  or that we will derive any profits from
any of the above.

                                 USE OF PROCEEDS

     The net  proceeds  from the Shares  sold by the Selling  Shareholders  will
inure entirely to their benefit.  We will not receive any proceeds from the sale
of the Shares,  other than the  exercise  prices of the  Options,  if and to the
extent the Options are exercised.

                              SELLING SHAREHOLDERS

     An  aggregate  of up to  3,342,071  Shares may be offered  pursuant to this
Re-offer  Prospectus by certain  security  holders,  including the persons whose
names appear below (the "Selling  Shareholders"),  some of whom may be deemed to
be affiliates,  as defined in Rule 405  promulgated  under the Securities Act of
1933,  as  amended.  The table  below sets forth  with  respect to such  Selling
Shareholders,  (i)  the  nature  of  any  position,  office  or  other  material
relationship  he has had with us within  the past  three  years,  (ii) the total
amount of Shares  beneficially  owned by each Selling  Shareholder  prior to the
offering,  (iii)  the  amount of shares  which may be  offered  for sale for the
account of such Selling Shareholder in his discretion from time to time pursuant
to this Prospectus, and (iv) the amount and percentage of the outstanding Shares
which would be beneficially owned by such Selling  Shareholder after sale of all
of the Shares offered by the Selling  Shareholders  pursuant to this Prospectus,
if they are all offered and sold,  and  assuming  that other Shares held by such
Selling Shareholders are not sold.
Names and                                   Shares Owned      Shares       Shares Owned After Offering
Relationship(1)                             Before Offering   Offered      Amount              Percent
---------------                             ---------------   -------      ------              -------
Aguirre, Jose                                  14,100          5,000        9,100                 *
Baker, Donald (Director)                       90,000(2)      40,000       50,000                 *
Black, Todd                                     6,500          2,000        4,500                 *
Beeny, Scott                                    5,000          5,000
Cao, Helen                                      6,800          2,000        4,800                 *
Cabral, Richard                                 2,000          2,000
Casper, David, M.D. (Consultant)               10,000         10,000
Chavit, Joseph                                 14,500          5,000        9,500                 *
Chiu, John C., M.D. (Consultant)               15,000         15,000
Chor, Daly                                      6,800          2,000        4,800                 *
Chuch, Bunnack                                 11,000          4,000        7,000                 *
Corning, Ingrid                                13,500          5,000        8,500                 *
Dao, Thu Ha                                     4,300          2,000        2,300                 *
De Antonio, Sandra                              9,400          2,000        7,400                 *
Donner Corp. International (Consultant)        25,000         25,000
Eap, Haysan                                    41,900         12,500       29,400                 *

Names and                                   Shares Owned      Shares       Shares Owned After Offering
Relationship                                Before Offering   Offered      Amount              Percent
------------                                ---------------   -------      ------              -------
Farmer, Jeremy                                  2,000          2,000
Fine, Russell (Consultant)                     15,000         15,000
Fink, Mary                                      3,000          3,000
Gong, Naomi (Consultant)                        5,000          5,000
7
Guerrero, Mauricio                              3,000          3,000
Horowitz, Richard (Director)                   90,000(3)      40,000       50,000                 *
Jakubowski, Stanislaw                          17,200          3,000       14,200                 *
Kenney, Brian (Vice President)                135,000(4)     125,000       10,000                 *
Knight, Martin, M.D. (Consultant)              10,000         10,000
Krahn, Henry, M.D. (Consultant)                10,000         10,000
Ladendorf, Eric                                 2,000          2,000
Le, Hung                                        8,900          2,000        6,900                 *
Le, Ngoc A.T.                                   4,300          2,000        2,300                 *
Lindsay, Russell                               13,000          8,000        5,000                 *
Loeb, Marvin P. (Chairman & CEO)            2,672,114(5)   1,339,114    1,333,000                 9.9%
Lojewska, Bozena                               12,500          4,000        8,500                 *
Ly, Huong                                       4,500          2,000        2,500                 *
Massry, Guy, M.D. (Consultant)                 10,000         10,000
Meyers & Associates (Consultant)              200,000(6)     200,000
Morales, Irma                                   4,500          2,000        2,500                 *
Nguyen, Derick                                 14,700          5,000        9,700                 *
Nguyen, Justin                                  9,500          3,000        6,500                 *
Olivere, Gina                                   5,000          2,000        3,000                 *
Pergl, James                                   75,000         15,000       60,000                 *
Ramirez, Jorge, M.D. (Consultant)              10,000         10,000
Richley, Richard, M.D. (Consultant)            35,000         35,000
Rudner, Jeffrey (Treasurer)                   107,000(7)     107,000
Seron, Sudele (Secretary)                      43,000(8)      15,000       28,000                 *
Shade, Dennis                                  32,000          8,000       24,000                 *
Silva, Rubicelia                                6,800          2,000        4,800                 *
Simmons, Marcus                                 9,500          4,000        5,500                 *
Smith, Craig                                   85,000         85,000
Spence, Rebecca                                 3,000          3,000
Strader, Randy                                 18,500          7,000       11,500                 *
Trin Le, Thao                                   4,300          2,000        2,300                 *
Wright, Keith                                   2,000          2,000
Yeik, Glenn D. (President & Director)         250,257(9)     209,957       40,300                 *
Yeung, Anthony, M.D. (Consultant)              10,000         10,000
--------
        * Less than 1%.

     (1)  Unless  otherwise  noted,  an  employee  of the  Company.  If no other
          address is shown,  their  address is 15091 Bake  Parkway,  Irvine,  CA
          92618.

     (2)  Consists  of 50,000  Shares and  Options to  purchase  40,000  Shares.
          Address is 544 Earlston Road, Kenilworth, IL 60043.

     (3)  Consists  of 50,000  Shares and  Options to  purchase  40,000  Shares.
          Address is Heller,  Horowitz & Feit,  P.C.,  292 Madison  Avenue,  New
          York, NY 10017.

     (4)  Consists of 35,000 Shares and Options to purchase 100,000 Shares.

     (5)  Consists  of  961,600  Shares  owned by Mr.  Loeb and his wife,  adult
          children,  grandchildren  and trusts for their  benefit,  of which Mr.
          Loeb is not a trustee,  800,514  Shares  issuable  to Mr. Loeb and his
          family  members,  at fair market value (based on the closing  price of
          the Shares on the last business day of each month) in lieu of $265,059
          of cash  compensation  from May 2001 through  September 2003,  760,000
          Shares  issuable  to Mr.  Loeb and his family  members in the event of
          conversion  of  $200,000 of Notes and  accrued  interest to 2007,  and
          Options to purchase 150,000 Shares.

     (6)  Consists entirely of Options.  Address is 45 Broadway,  2nd Floor, New
          York, NY 10006.

                                       8
(7)  Consists of 10,000 Shares and Options to purchase 97,000 Shares.

     (8)  Consists of 5,000 Shares and Options to purchase 38,000 Shares.

     (9)  Consists  of 65,300  Shares,  6,957  Shares  issuable  in lieu of cash
          compensation  through  September  30,  2003,  and  Options to purchase
          178,000 Shares.

                              PLAN OF DISTRIBUTION

     The sale of Shares by the Selling Shareholders may be affected by them from
time to time on the OTCBB or in such  other  public  forum  where our Shares are
publicly  traded or listed for quotation.  These sales may be made in negotiated
transactions  through  the  timing  of  options  on the  Shares,  or  through  a
combination  of such methods of sale, at fixed  prices,  which may be charged at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices or at negotiated prices.  The Selling  Shareholders may
affect such transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive commissions from the Selling Shareholders and/or
the purchasers of the Shares for which such broker-dealer may act as an agent or
to whom they sell as principal,  or both.  The  compensation  as to a particular
broker-dealer may be in excess of customary compensation.

     The Selling  Shareholders and any broker-dealers who act in connection with
the sale of the Shares  hereunder  may be deemed to be  underwriters  within the
meaning of Section 2(11) of the Securities Act, and any commissions  received by
them and any profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.

                                   LITIGATION

     On January 18, 2002, a competitor filed a lawsuit against us in the Federal
District  Court alleging  infringement  of two of its U.S.  Patents.  We filed a
counter-suit alleging infringement of two of our U.S. Patents, along with claims
of trade libel, unfair competition and other anti-trust violations.  We executed
an agreement to settle this  litigation  on terms which we believe are favorable
to us, and both lawsuits were  dismissed on November 17, 2003. We are also named
as a defendant  in three  product  liability  lawsuits,  along with  physicians,
hospitals or surgery centers and others, which are being defended in conjunction
with our product liability insurance carrier.

                            DESCRIPTION OF SECURITIES

     The Shares  being  offered  hereby by the  Selling  Shareholders  are fully
described  in our  Registration  Statement  on Form 8-A filed on July 16,  1982,
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") (See "Incorporation of Certain Documents by Reference").

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed by us with the Commission are  incorporated
herein by reference:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended September 30,
          2002,  filed pursuant to Section 13 of the Securities  Exchange Act of
          1934 (the "Act").

     (b)  Our Quarterly Reports on Form 10-Q(SB) for the quarters ended December
          31, 2002,  March 31, 2003 and June 30, 2003, filed pursuant to Section
          13 of the Act.

     (c)  The description of the Shares contained in our Registration  Statement
          on Form 8-A filed July 16, 1982, pursuant to Section 12 of the Act.

     (d)  All  documents  subsequently  filed by us pursuant to Sections  13(a),
          13(c),  14 and  15(d) of the  Exchange  Act  prior to the  filing of a
          post-effective amendment hereto which indicates that all of the Shares
          offered  have been  sold or  deregisters  all  Shares  then  remaining
          unsold.

                                       9
In addition,  all documents  subsequently  filed by us pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment  hereto which  indicates  that all Shares offered have
been sold or which deregisters all Shares then remaining unsold, shall be deemed
to be a part hereof from the date of the filing of each such report or document.

     We will  furnish  to  each  person  to whom  this  Re-offer  Prospectus  is
delivered,  upon written request, a copy of any or all of the documents referred
to by reference,  other than exhibits to such documents unless such exhibits are
specifically incorporated herein by reference.  Requests should be addressed to:
Sudele Seron, Secretary, Trimedyne, Inc., 15091 Bake Parkway, Irvine, California
92618 (Telephone: (949) 951-3800), email: sseron@trimedyne.com.

                   COMMISSION'S POLICY ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

     Article 12 of our Certificate of Incorporation directs us to provide in our
bylaws for  provisions  relating to the  indemnification  of our  directors  and
officers  to the full  extent  permitted  by law.  Section  78.751 of the Nevada
Revised Statutes, as amended, authorizes us to indemnify any director or officer
under  certain  prescribed  circumstances  and  subject to  certain  limitations
against  certain  costs and  expenses,  including  attorneys'  fees actually and
reasonably incurred in connection with any action, suit, or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  to which such person is a
party by reason of being our director or officer,  if it is determined that such
person acted in accordance with the applicable  standard of conduct set forth in
such statutory provisions.

     We may also purchase and maintain insurance for the benefit of any director
or officer, which may cover claims for which we could not indemnify such person.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted  to  our  directors,   officers,   and  controlling   persons,  or  to
underwriters (or controlling  persons thereof) of which an officer,  partner, or
controlling  person  thereof is one of the foregoing or otherwise,  we have been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by us of expenses  incurred or paid by
any such persons,  in the successful defense of any action,  suit or proceeding)
is  asserted  by any  such  persons  in  connection  with the  securities  being
registered,  we will,  unless in the  opinion of our counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by us is against public policy as
expressed  in the Act,  and we will be  governed  by the final  decision of such
issue.

                                  LEGAL OPINION

     Legal matters in connection  with the Shares being offered hereby have been
passed upon for us by Heller, Horowitz & Feit, and P.C., 292 Madison Avenue, New
York, New York 10017.  Heller,  Horowitz & Feit, P.C. is our general  securities
and corporate  counsel and  represented us in our initial public offering and in
numerous matters since then. Mr. Richard F. Horowitz,  a member of such Firm, is
also a member of our Board of Directors.

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