As filed with the Securities and Exchange Commission on February 20, 1997
                                                          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, CA 95403
                    (Address of principal executive offices)

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

                           1996 Equity Incentive Plan
                            (Full title of the plans)

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

                               Lawrence J. Fassler
                          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     Aggregate Offering Price    Amount of Registration
      be Registered             Registered               Share (1)                     (1)                       Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                    <C>                        <C>                        <C>      
Stock Options and Common
Stock (par value $.001)         700,000                $13.00-$14.1875             $9,302,760.80              $2,819.02
=================================================================================================================================
<FN>
         (1) Estimated  solely for the purpose of calculating  the amount of the
         registration  fee  pursuant to Rules  457(c) and (h)(1).  The price per
         share and  aggregate  offering  price are based  upon (i) the  exercise
         price of $13.00 per share at which  529,254  options  have been granted
         and (ii)  $14.1875,  the  average  of the high and low sales  prices of
         Registrant's  Common  Stock on  February  14,  1997 as  reported on the
         Nasdaq National Market for the remaining 170,746 shares,  for which the
         exercise price is not known.

</FN>
</TABLE>


<PAGE>


                    INCORPORATION BY REFERENCE OF CONTENTS OF
         REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-3254 AND 333-3468


         The contents of the  Registration  Statement  on Form S-8 No.  333-3254
filed  with the  Securities  and  Exchange  Commission  on April 5, 1996 and the
Registration  Statement on Form S-8 No.  333-3468  filed with the Securities and
Exchange  Commission on April 11, 1996 are incorporated by reference herein with
such modifications as are set forth below.

Item 5.   Interests of Named Experts and Counsel

         Lawrence J. Fassler,  General  Counsel and Secretary of the Registrant,
whose opinion is included  herewith as Exhibit 5, held options to acquire 27,500
shares of Common  Stock as of February 14,  1997,  none of which were  currently
exercisable.

                             EXHIBITS

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

23.1              Consent of Ernst & Young LLP

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 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 Santa Rosa, State of California, on February 14,
1997.


                       ARTERIAL VASCULAR ENGINEERING, INC.



                       By: /s/ Bradly A. Jendersee
                           -----------------------------------------------------
                               Bradly A. Jendersee
                               President, Chief Executive Officer and
                               Chairman of the Board




                            POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  Bradly A.  Jendersee  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.



<PAGE>

<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/ Bradly A. Jendersee                      Chairman of the Board of Directors,         February 14, 1997
-------------------------------------------------     President and Chief Executive Officer
         Bradly A. Jendersee                          (Principal Executive Officer)        
                                                      




         /s/ John D. Miller                           Vice President of Finance, Chief            February 14, 1997
-------------------------------------------------     Financial Officer, Treasurer and   
         John D. Miller                               Director (Principal Financial and  
                                                      Accounting Officer)                
                                                                                         
                                                      



         /s/ Robert D. Lashinski                      Vice President of Research and              February 14, 1997
---------------------------------------------------   Development and Director
         Robert D. Lashinski                          




         /s/ J. Irawan Sugeng                         Director                                    February 14, 1997
----------------------------------------------------
          J. Irawan Sugeng


        /s/ Simon H. Stertzer
-------------------------------------------------
          Simon H. Stertzer                           Director                                    February 14, 1997
         

</TABLE>

<PAGE>


                                  EXHIBIT INDEX


 Exhibit
 Number                           Description
---------
  5          Opinion of Lawrence J. Fassler
 23.1        Consent of Ernst & Young LLP
 23.2        Consent of Lawrence J. Fassler is contained in Exhibit 5 to this
             Registration Statement
 24          Power of Attorney is contained on the signature pages
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 9050}]
{"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": "333-22089", "film-number": "97539587"}, "business-address": {"street1": "5355 SKYLANE BLVD", "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 February 20, 1997
                                                          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, CA 95403
                    (Address of principal executive offices)

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

                           1996 Equity Incentive Plan
                            (Full title of the plans)

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

                               Lawrence J. Fassler
                          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     Aggregate Offering Price    Amount of Registration
      be Registered             Registered               Share (1)                     (1)                       Fee
---------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common
Stock (par value $.001)         700,000                $13.00-$14.1875             $9,302,760.80              $2,819.02
=================================================================================================================================
(1) Estimated  solely for the purpose of calculating  the amount of the
         registration  fee  pursuant to Rules  457(c) and (h)(1).  The price per
         share and  aggregate  offering  price are based  upon (i) the  exercise
         price of $13.00 per share at which  529,254  options  have been granted
         and (ii)  $14.1875,  the  average  of the high and low sales  prices of
         Registrant's  Common  Stock on  February  14,  1997 as  reported on the
         Nasdaq National Market for the remaining 170,746 shares,  for which the
         exercise price is not known.
INCORPORATION BY REFERENCE OF CONTENTS OF
         REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-3254 AND 333-3468

         The contents of the  Registration  Statement  on Form S-8 No.  333-3254
filed  with the  Securities  and  Exchange  Commission  on April 5, 1996 and the
Registration  Statement on Form S-8 No.  333-3468  filed with the Securities and
Exchange  Commission on April 11, 1996 are incorporated by reference herein with
such modifications as are set forth below.

Item 5.   Interests of Named Experts and Counsel

         Lawrence J. Fassler,  General  Counsel and Secretary of the Registrant,
whose opinion is included  herewith as Exhibit 5, held options to acquire 27,500
shares of Common  Stock as of February 14,  1997,  none of which were  currently
exercisable.

                             EXHIBITS

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

23.1              Consent of Ernst & Young LLP

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 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 Santa Rosa, State of California, on February 14,
1997.

                       ARTERIAL VASCULAR ENGINEERING, INC.

                       By: /s/ Bradly A. Jendersee
                           -----------------------------------------------------
                               Bradly A. Jendersee
                               President, Chief Executive Officer and
                               Chairman of the Board

                            POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  Bradly A.  Jendersee  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/ Bradly A. Jendersee                      Chairman of the Board of Directors,         February 14, 1997
-------------------------------------------------     President and Chief Executive Officer
         Bradly A. Jendersee                          (Principal Executive Officer)        
                                                      

         /s/ John D. Miller                           Vice President of Finance, Chief            February 14, 1997
-------------------------------------------------     Financial Officer, Treasurer and   
         John D. Miller                               Director (Principal Financial and  
                                                      Accounting Officer)                
                                                                                         
                                                      

         /s/ Robert D. Lashinski                      Vice President of Research and              February 14, 1997
---------------------------------------------------   Development and Director
         Robert D. Lashinski                          

         /s/ J. Irawan Sugeng                         Director                                    February 14, 1997
----------------------------------------------------
          J. Irawan Sugeng

        /s/ Simon H. Stertzer
-------------------------------------------------
          Simon H. Stertzer                           Director                                    February 14, 1997
EXHIBIT INDEX

 Exhibit
 Number                           Description
---------
  5          Opinion of Lawrence J. Fassler
 23.1        Consent of Ernst & Young LLP
 23.2        Consent of Lawrence J. Fassler is contained in Exhibit 5 to this
             Registration Statement
 24          Power of Attorney is contained on the signature pages