As filed with the Securities and Exchange Commission on December 2, 1998
                                                   Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                       ARTERIAL VASCULAR ENGINEERING, INC.
             (Exact name of registrant as specified in its charter)


       Delaware                                          94-3144218
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                                3576 Unocal Place
                          Santa Rosa, California 95403

                    (Address of principal executive offices)


                        1997 Employee Stock Purchase Plan

                            (Full title of the plan)


                               Lawrence J. Fassler
                        Vice President of Legal Affairs,
                          General Counsel and Secretary
                       Arterial Vascular Engineering, Inc.
                                3576 Unocal Place
                          Santa Rosa, California 95403
                                 (707) 525-0111

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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


<TABLE>
                                                   CALCULATION OF REGISTRATION FEE

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

========================== ====================== ========================== =========================== ===========================
                                                      Proposed Maximum            Proposed Maximum
 Title of Securities to        Amount to be       Offering Price Per Share    Aggregate Offering Price           Amount of
      be Registered             Registered                   (1)                        (1)                   Registration Fee
========================== ====================== ========================== =========================== ===========================
<S>                              <C>                    <C>                         <C>                         <C>
Stock Options and Common
Stock (par value $.001)          2,000,000              $30.9375                    $61,875,000.00              $17,201.25
========================== ====================== ========================== =========================== ===========================

------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457(c), based upon $30.9375,  the average
     of the high and the low prices of Registrant's Common Stock on November 25,
     1998, as reported on the Nasdaq National Market.
</FN>
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.


<PAGE>


                    INCORPORATION BY REFERENCE OF CONTENTS OF
                REGISTRATION STATEMENTS ON FORM S-8 NO. 333-39779

         The contents of Registration Statement on Form S-8 No. 333-39779, filed
with the Securities and Exchange Commission on November 7, 1997, is incorporated
by reference herein with such modifications as are set forth below.

Item 5.  Interests of Named Experts and Counsel

         Lawrence J. Fassler,  Vice President of Legal Affairs,  General Counsel
and Secretary of the Company,  whose opinion is included  herewith as Exhibit 5,
holds 33,200 shares of common stock of the Company and holds options to purchase
an  additional  51,125  shares of common  stock of the Company as of December 2,
1998, none of which were exercisable as of such date.


                                    EXHIBITS


Exhibit
Number
------
5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  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 Santa Rosa, State of California, on December 2,
1998.


                                       ARTERIAL VASCULAR ENGINEERING, INC.


                                       By: /s/ Scott J. Solano
                                           -------------------------------------
                                           Scott J. Solano
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints Scott J. Solano and Lawrence J. Fassler,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

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

<CAPTION>
Signature                                          Title                                    Date

<S>                                     <C>                                         <C>
/s/ Scott J. Solano                     President, Chief Executive Officer          December 2, 1998
-----------------------------           and Chairman of the Board of Directors
Scott J. Solano                         (Principal Executive Officer)


/s/ John D. Miller                      Chief Financial Officer, Treasurer and      December 2, 1998
-----------------------------           Director (Principal Financial and
John D. Miller                          Accounting Officer)


/s/ Craig E. Dauchy                     Director                                    December 2, 1998
-----------------------------
Craig E. Dauchy


/s/ George B. Borkow                    Director                                    December 2, 1998
-----------------------------
George B. Borkow
</TABLE>



<PAGE>


                                    EXHIBITS


Exhibit
Number
------
5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8321}]
{"company-data": {"conformed-name": "ARTERIAL VASCULAR ENGINEERING INC", "cik": "0001007047", "assigned-sic": "3841", "irs-number": "943144218", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68231", "film-number": "98762773"}, "business-address": {"street1": "3576 UNOCAL PLACE", "city": "SANTA ROSA", "state": "CA", "zip": "95403", "phone": "7075250111"}, "mail-address": {"street1": "5355 SKYLANE", "city": "SANTA ROSA", "state": "CA", "zip": "95403"}}
As filed with the Securities and Exchange Commission on December 2, 1998
                                                   Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       ARTERIAL VASCULAR ENGINEERING, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                          94-3144218
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                3576 Unocal Place
                          Santa Rosa, California 95403

                    (Address of principal executive offices)

                        1997 Employee Stock Purchase Plan

                            (Full title of the plan)

                               Lawrence J. Fassler
                        Vice President of Legal Affairs,
                          General Counsel and Secretary
                       Arterial Vascular Engineering, Inc.
                                3576 Unocal Place
                          Santa Rosa, California 95403
                                 (707) 525-0111

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------

========================== ====================== ========================== =========================== ===========================
                                                      Proposed Maximum            Proposed Maximum
 Title of Securities to        Amount to be       Offering Price Per Share    Aggregate Offering Price           Amount of
      be Registered             Registered                   (1)                        (1)                   Registration Fee
========================== ====================== ========================== =========================== ===========================
Stock Options and Common
Stock (par value $.001)          2,000,000              $30.9375                    $61,875,000.00              $17,201.25
========================== ====================== ========================== =========================== ===========================

------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457(c), based upon $30.9375,  the average
     of the high and the low prices of Registrant's Common Stock on November 25,
     1998, as reported on the Nasdaq National Market.
------------------------------------------------------------------------------------------------------------------------------------
Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
                REGISTRATION STATEMENTS ON FORM S-8 NO. 333-39779

         The contents of Registration Statement on Form S-8 No. 333-39779, filed
with the Securities and Exchange Commission on November 7, 1997, is incorporated
by reference herein with such modifications as are set forth below.

Item 5.  Interests of Named Experts and Counsel

         Lawrence J. Fassler,  Vice President of Legal Affairs,  General Counsel
and Secretary of the Company,  whose opinion is included  herewith as Exhibit 5,
holds 33,200 shares of common stock of the Company and holds options to purchase
an  additional  51,125  shares of common  stock of the Company as of December 2,
1998, none of which were exercisable as of such date.

                                    EXHIBITS

Exhibit
Number
------
5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  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 Santa Rosa, State of California, on December 2,
1998.

                                       ARTERIAL VASCULAR ENGINEERING, INC.

                                       By: /s/ Scott J. Solano
                                           -------------------------------------
                                           Scott J. Solano
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints Scott J. Solano and Lawrence J. Fassler,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                          Title                                    Date
/s/ Scott J. Solano                     President, Chief Executive Officer          December 2, 1998
-----------------------------           and Chairman of the Board of Directors
Scott J. Solano                         (Principal Executive Officer)

/s/ John D. Miller                      Chief Financial Officer, Treasurer and      December 2, 1998
-----------------------------           Director (Principal Financial and
John D. Miller                          Accounting Officer)

/s/ Craig E. Dauchy                     Director                                    December 2, 1998
-----------------------------
Craig E. Dauchy

/s/ George B. Borkow                    Director                                    December 2, 1998
-----------------------------
George B. Borkow
EXHIBITS

Exhibit
Number
------
5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)