<PAGE>
 
       As filed with the Securities and Exchange Commission on December 24, 1997
                                                       Registration No. 333-____

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

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

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

                            --------------------
 
                      SOMNUS MEDICAL TECHNOLOGIES, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                            --------------------

         DELAWARE                                               77-0423465
         --------                                               ----------
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)
                               285 N. WOLFE ROAD
                              SUNNYVALE, CA 94028
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                            --------------------

                     AMENDED AND RESTATED 1996 STOCK PLAN
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                           1997 DIRECTOR OPTION PLAN
                           (FULL TITLE OF THE PLANS)
 
                            --------------------

                               STUART D. EDWARDS
                            CHIEF EXECUTIVE OFFICER
                       SOMNUS MEDICAL TECHNOLOGIES, INC.
                               285 N. WOLFE ROAD
                              SUNNYVALE, CA 94028
                                (408) 773-9121
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                            --------------------

                                   Copy to:
                            JOHN T. SHERIDAN, ESQ.
                       WILSON SONSINI GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                           PALO ALTO, CA 94304-1050
                                (415) 493-9300
 
                            --------------------

================================================================================
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION> 
                                                PROPOSED        PROPOSED   
     TITLE OF                 MAXIMUM          MAXIMUM          MAXIMUM   
    SECURITIES                 AMOUNT           OFFERING        AGGREGATE       AMOUNT OF  
      TO BE                    TO BE          PRICE PER        OFFERING       REGISTRATION
    REGISTERED               REGISTERED          SHARE            PRICE           FEE       
-------------------------------------------------------------------------------------------
<S>                      <C>                  <C>           <C>                <C>
Common Stock         
     $0.001 par value    2,436,974 shares(1)       2.26(2)  $ 5,507,561.24(3)     $1,624.73
Common Stock,        
     $0.001 par value      781,507 shares(4)      11.06(5)  $ 8,645,421.19        $2,550.40
Common Stock,          
     $0.001 par value       50,000 shares(6)       9.40(7)  $   470,000.00        $  138.70
             TOTAL       3,268,481 shares            --     $14,696,091.65        $4,313.83
===========================================================================================
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
    shares to be registered under this Registration Statement has been broken
    down into three subtotals.  This subtotal represents the sum of shares
    issuable upon exercise of presently outstanding options (options that have
    been granted as of the date of this Registration Statement) issued under the
    Amended and Restated 1996 Stock Plan (the "Option Plan").

(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
    amended, solely for the purpose of calculating the total registration fee.
    Computation based on the weighted average exercise price (rounded to nearest
    cent) at which the options outstanding whose exercise will result in the
    issuance of the shares being registered may be exercised.

(3) Calculated in accordance with Rule 457(h) based on the aggregate exercise
    price for all presently outstanding options described in note 1 above.

(4) This subtotal represents the sum of shares issuable upon exercise of options
    that have not yet been granted under the 1997 Director Option Plan and the
    Option Plan as of the date of this Registration Statement.  Of the total of
    781,507 shares that will be issuable upon the exercise of such options to be
    granted in the future, 350,000 shares will be issuable upon exercise of
    options to be granted in the future under the 1997 Director Option Plan and
    431,507 shares will be issuable upon exercise of options to be granted in
    the future under the Option Plan.

(5) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the total registration fee.  Computation based upon the average
    of the high and low prices of the Common Stock as reported in The Nasdaq
    Stock Market on December 22, 1997.

(6) This subtotal represents the number of shares authorized to be issued under
    the 1997 Employee Stock Purchase Plan.

(7) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the total registration fee.  Computation based upon 85% (see
    explanation in following sentence) of the average of the high and low prices
    of the Common Stock as reported in The Nasdaq Stock Market on December 22,
    1997.  Pursuant to the 1997 Employee Stock Purchase Plan, which plan is
    incorporated by reference herein, the purchase price of a share of Common
    Stock shall be an amount equal to 85% of the fair market value of a share of
    Common Stock on the Enrollment Date or the Exercise Date (as defined in such
    plan), whichever is lower.

                                      -ii-
<PAGE>
 
                       SOMNUS MEDICAL TECHNOLOGIES, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE
                ---------------------------------------

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by Somnus Medical
Technologies, Inc. (the "Company") with the Securities and Exchange Commission:

     (1) The Company's Registration Statement on Form S-1 (file no. 333-35401)
under the Securities Act of 1933, as amended (the "Securities Act"), and as
declared effective on November 5, 1997.

     (2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as
declared effective on November 5, 1997.

     (3) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.         DESCRIPTION OF SECURITIES.
                ------------------------- 

     Not applicable.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.
                -------------------------------------- 

     Certain member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, and investment partnerships of which such persons are partners
beneficially own 138,333 shares of the Registrant's Common Stock.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                ----------------------------------------- 

     Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."  With respect to
<PAGE>
 
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor . . . [by reason of his service in one of the capacities specified in
the preceding sentence] against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."

     The Company's Restated Certificate of Incorporation provides that to the
fullest extent permitted by the DGCL, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director.  The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

     The Company's Bylaws provide that the Company shall indemnify to the full
extent authorized by law each of its directors, officers, employees and other
agents against expenses actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that such person is or was an agent of
the corporation.

     The Company has entered into indemnification agreements with its directors
and executive officers, in addition to indemnification provided for in the
Company's Bylaws, and intends to enter into indemnification agreements with any
new directors and executive officers in the future.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.
                ----------------------------------- 
 
                Not applicable
 
ITEM 8.    EXHIBITS.
           --------

Exhibit                               Description
Number
 4.1*  Amended and Restated 1996 Stock Plan and form of agreement thereunder.
 4.2*  1997 Director Option Plan and form of agreement thereunder.
 4.3*  1997 Employee Stock Purchase Plan and forms of agreements thereunder.
 5.1   Opinion of counsel as to the legality of securities being registered.
23.1   Consent of counsel (contained in Exhibit 5.1).
23.2   Consent of Ernst & Young LLP, Independent Auditors
24.1   Power of Attorney (see page II-4).
---------------
* Incorporated by reference to exhibits filed with the Company's Registration
  Statement on Form S-1 (file no. 333-35401), and as declared effective on
  November 5, 1997.

                                     II-2
<PAGE>
 
ITEM 9.    UNDERTAKINGS.
           ------------
 
     A.    The Company 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 include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

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

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

     B.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Corporation Law, the Company's Restated
Certificate of Incorporation, the Company's Bylaws or the Company's
indemnification agreements, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in a successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                     II-3
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on this 23rd day of
December, 1997.

                                    SOMNUS MEDICAL TECHNOLOGIES, INC.

                                    By: /s/ Stuart D. Edwards
                                        ---------------------
                                         Stuart D. Edwards
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

                               POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
Signature                                      Title                            Date
---------                                      -----                            ----
<S>                         <C>                                           <C>
/s/ Stuart D. Edwards       President, Chief Executive Officer and        December 23, 1997
--------------------------  Director (Principal Executive Officer)
(Stuart D. Edwards)

/s/ Robert E. McNamara      Chief Financial Officer                       December 23, 1997
--------------------------  (Principal Financial and Accounting Officer)
(Robert E. McNamara)

/s/ Eric N. Doelling        Director                                      December 23, 1997
--------------------------
(Eric N. Doelling)

/s/ David L. Douglass       Director                                      December 23, 1997
--------------------------
(David L. Douglass)

/s/ David J. Illingworth    Director                                      December 23, 1997
--------------------------
(David J. Illingworth)

                            Director                                      
--------------------------
(Ronald G. Lax)

/s/ David B. Musket         Director                                      December 23, 1997
--------------------------
(David B. Musket)

/s/ Woodrow A. Myers        Director                                      December 23, 1997
--------------------------
(Woodrow A. Myers)
</TABLE>

                                     II-4
<PAGE>
 
                               INDEX TO EXHIBITS


Exhibit                               Description
Number
 4.1*   Amended and Restated 1996 Stock Plan and form of agreement thereunder.
 4.2*   1997 Director Option Plan and form of agreement thereunder.
 4.3*   1997 Employee Stock Purchase Plan and forms of agreements thereunder.
 5.1    Opinion of counsel as to legality of securities being registered.
23.1    Consent of counsel (contained in Exhibit 5.1).
23.2    Consent of Ernst & Young LLP, Independent Auditors
24.1    Power of Attorney (see page II-4).

* Incorporated by reference to exhibits filed with the Company's Registration
  Statement on Form S-1 (file no. 333-35401), and as declared effective on
  November 5, 1997.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19301}]
{"company-data": {"conformed-name": "SOMNUS MEDICAL TECHNOLOGIES INC", "cik": "0001026405", "assigned-sic": "3841", "irs-number": "770423465", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43325", "film-number": "97744733"}, "business-address": {"street1": "285 N WOLFE RD", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087739121"}, "mail-address": {"street1": "285 N WOLFE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
As filed with the Securities and Exchange Commission on December 24, 1997
                                                       Registration No. 333-____

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

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

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

                            --------------------
 
                      SOMNUS MEDICAL TECHNOLOGIES, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                            --------------------

         DELAWARE                                               77-0423465
         --------                                               ----------
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)
                               285 N. WOLFE ROAD
                              SUNNYVALE, CA 94028
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                            --------------------

                     AMENDED AND RESTATED 1996 STOCK PLAN
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                           1997 DIRECTOR OPTION PLAN
                           (FULL TITLE OF THE PLANS)
 
                            --------------------

                               STUART D. EDWARDS
                            CHIEF EXECUTIVE OFFICER
                       SOMNUS MEDICAL TECHNOLOGIES, INC.
                               285 N. WOLFE ROAD
                              SUNNYVALE, CA 94028
                                (408) 773-9121
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                            --------------------

                                   Copy to:
                            JOHN T. SHERIDAN, ESQ.
                       WILSON SONSINI GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                           PALO ALTO, CA 94304-1050
                                (415) 493-9300
 
                            --------------------

================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED        PROPOSED   
     TITLE OF                 MAXIMUM          MAXIMUM          MAXIMUM   
    SECURITIES                 AMOUNT           OFFERING        AGGREGATE       AMOUNT OF  
      TO BE                    TO BE          PRICE PER        OFFERING       REGISTRATION
    REGISTERED               REGISTERED          SHARE            PRICE           FEE       
-------------------------------------------------------------------------------------------
Common Stock         
     $0.001 par value    2,436,974 shares(1)       2.26(2)  $ 5,507,561.24(3)     $1,624.73
Common Stock,        
     $0.001 par value      781,507 shares(4)      11.06(5)  $ 8,645,421.19        $2,550.40
Common Stock,          
     $0.001 par value       50,000 shares(6)       9.40(7)  $   470,000.00        $  138.70
             TOTAL       3,268,481 shares            --     $14,696,091.65        $4,313.83
===========================================================================================
(1) For the sole purpose of calculating the registration fee, the number of
    shares to be registered under this Registration Statement has been broken
    down into three subtotals.  This subtotal represents the sum of shares
    issuable upon exercise of presently outstanding options (options that have
    been granted as of the date of this Registration Statement) issued under the
    Amended and Restated 1996 Stock Plan (the "Option Plan").

(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
    amended, solely for the purpose of calculating the total registration fee.
    Computation based on the weighted average exercise price (rounded to nearest
    cent) at which the options outstanding whose exercise will result in the
    issuance of the shares being registered may be exercised.

(3) Calculated in accordance with Rule 457(h) based on the aggregate exercise
    price for all presently outstanding options described in note 1 above.

(4) This subtotal represents the sum of shares issuable upon exercise of options
    that have not yet been granted under the 1997 Director Option Plan and the
    Option Plan as of the date of this Registration Statement.  Of the total of
    781,507 shares that will be issuable upon the exercise of such options to be
    granted in the future, 350,000 shares will be issuable upon exercise of
    options to be granted in the future under the 1997 Director Option Plan and
    431,507 shares will be issuable upon exercise of options to be granted in
    the future under the Option Plan.

(5) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the total registration fee.  Computation based upon the average
    of the high and low prices of the Common Stock as reported in The Nasdaq
    Stock Market on December 22, 1997.

(6) This subtotal represents the number of shares authorized to be issued under
    the 1997 Employee Stock Purchase Plan.

(7) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the total registration fee.  Computation based upon 85% (see
    explanation in following sentence) of the average of the high and low prices
    of the Common Stock as reported in The Nasdaq Stock Market on December 22,
    1997.  Pursuant to the 1997 Employee Stock Purchase Plan, which plan is
    incorporated by reference herein, the purchase price of a share of Common
    Stock shall be an amount equal to 85% of the fair market value of a share of
    Common Stock on the Enrollment Date or the Exercise Date (as defined in such
    plan), whichever is lower.

                                      -ii-
SOMNUS MEDICAL TECHNOLOGIES, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE
                ---------------------------------------

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by Somnus Medical
Technologies, Inc. (the "Company") with the Securities and Exchange Commission:

     (1) The Company's Registration Statement on Form S-1 (file no. 333-35401)
under the Securities Act of 1933, as amended (the "Securities Act"), and as
declared effective on November 5, 1997.

     (2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as
declared effective on November 5, 1997.

     (3) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.         DESCRIPTION OF SECURITIES.
                ------------------------- 

     Not applicable.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.
                -------------------------------------- 

     Certain member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, and investment partnerships of which such persons are partners
beneficially own 138,333 shares of the Registrant's Common Stock.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                ----------------------------------------- 

     Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."  With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor . . . [by reason of his service in one of the capacities specified in
the preceding sentence] against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."

     The Company's Restated Certificate of Incorporation provides that to the
fullest extent permitted by the DGCL, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director.  The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

     The Company's Bylaws provide that the Company shall indemnify to the full
extent authorized by law each of its directors, officers, employees and other
agents against expenses actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that such person is or was an agent of
the corporation.

     The Company has entered into indemnification agreements with its directors
and executive officers, in addition to indemnification provided for in the
Company's Bylaws, and intends to enter into indemnification agreements with any
new directors and executive officers in the future.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.
                ----------------------------------- 
 
                Not applicable
 
ITEM 8.    EXHIBITS.
           --------

Exhibit                               Description
Number
 4.1*  Amended and Restated 1996 Stock Plan and form of agreement thereunder.
 4.2*  1997 Director Option Plan and form of agreement thereunder.
 4.3*  1997 Employee Stock Purchase Plan and forms of agreements thereunder.
 5.1   Opinion of counsel as to the legality of securities being registered.
23.1   Consent of counsel (contained in Exhibit 5.1).
23.2   Consent of Ernst & Young LLP, Independent Auditors
24.1   Power of Attorney (see page II-4).
---------------
* Incorporated by reference to exhibits filed with the Company's Registration
  Statement on Form S-1 (file no. 333-35401), and as declared effective on
  November 5, 1997.

                                     II-2
ITEM 9.    UNDERTAKINGS.
           ------------
 
     A.    The Company 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 include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

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

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

     B.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Corporation Law, the Company's Restated
Certificate of Incorporation, the Company's Bylaws or the Company's
indemnification agreements, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in a successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                     II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on this 23rd day of
December, 1997.

                                    SOMNUS MEDICAL TECHNOLOGIES, INC.

                                    By: /s/ Stuart D. Edwards
                                        ---------------------
                                         Stuart D. Edwards
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

                               POWER OF ATTORNEY

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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                      Title                            Date
---------                                      -----                            ----
/s/ Stuart D. Edwards       President, Chief Executive Officer and        December 23, 1997
--------------------------  Director (Principal Executive Officer)
(Stuart D. Edwards)

/s/ Robert E. McNamara      Chief Financial Officer                       December 23, 1997
--------------------------  (Principal Financial and Accounting Officer)
(Robert E. McNamara)

/s/ Eric N. Doelling        Director                                      December 23, 1997
--------------------------
(Eric N. Doelling)

/s/ David L. Douglass       Director                                      December 23, 1997
--------------------------
(David L. Douglass)

/s/ David J. Illingworth    Director                                      December 23, 1997
--------------------------
(David J. Illingworth)

                            Director                                      
--------------------------
(Ronald G. Lax)

/s/ David B. Musket         Director                                      December 23, 1997
--------------------------
(David B. Musket)

/s/ Woodrow A. Myers        Director                                      December 23, 1997
--------------------------
(Woodrow A. Myers)
II-4
INDEX TO EXHIBITS

Exhibit                               Description
Number
 4.1*   Amended and Restated 1996 Stock Plan and form of agreement thereunder.
 4.2*   1997 Director Option Plan and form of agreement thereunder.
 4.3*   1997 Employee Stock Purchase Plan and forms of agreements thereunder.
 5.1    Opinion of counsel as to legality of securities being registered.
23.1    Consent of counsel (contained in Exhibit 5.1).
23.2    Consent of Ernst & Young LLP, Independent Auditors
24.1    Power of Attorney (see page II-4).

* Incorporated by reference to exhibits filed with the Company's Registration
  Statement on Form S-1 (file no. 333-35401), and as declared effective on
  November 5, 1997.