[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]




                                 March 27, 1998




Securities and Exchange Commission
Judiciary Plaza
450 Fifth Avenue
Washington, D.C.  20549


Re:      Novoste Corporation
         Registration Statement on Form S-8
         ----------------------------------

Ladies and Gentlemen:

     On behalf of  Novoste  Corporation  (the  "Company"),  we are  transmitting
herewith  electronically  on  the  Electronic  Data  Gathering,   Analysis,  and
Retrieval System of the Securities and Exchange  Commission (the  "Commission"),
one (1) copy of the Company's Form S-8 Registration  Statement to register under
the Securities Act of 1933, as amended,  100,000 shares of the Company's  Common
Stock,  $.01 par value,  issuable  upon  exercise  of  options  granted or to be
granted under the Company's Non-Employee Director Stock Option Plan.

     The filing fee of $538.70 is being paid in  accordance  with Rule 3a of the
Commission's Informal and Other Procedures.


                                                   Very truly yours,

                                                   /s/ Mark A. Polemeni
                                                   --------------------
                                                   Mark A. Polemeni

Enclosure
cc:  The National Stock Market (via Fedex w/encl.)

AEC0720D.W51

<PAGE>



     As filed with the Securities and Exchange Commission on March 27, 1998.
                                                         Registration No. 33-
================================================================================

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

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               NOVOSTE CORPORATION
             (Exact name of registrant as specified in its charter)


                  FLORIDA                                   59-2787476
      (State or other jurisdiction                        (I.R.S. Employer
    of incorporation or organization)                    Identification  No.)

       4350-C INTERNATIONAL BOULEVARD                           30093
             NORCROSS, GEORGIA                               (Zip Code)
  (Address of principal executive offices)



           NOVOSTE CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)


                                THOMAS D. WELDON
                               NOVOSTE CORPORATION
                         4350-C INTERNATIONAL BOULEVARD
                             NORCROSS, GEORGIA 30093
                     (Name and address of agent for service)


                                 (770) 717-0904
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                               PROPOSED                PROPOSED
                                                                MAXIMUM                 MAXIMUM
      TITLE OF SECURITIES             AMOUNT TO BE          OFFERING PRICE             AGGREGATE                AMOUNT OF
       TO BE  REGISTERED               REGISTERED            PER SHARE(1)          OFFERING PRICE(1)        REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                          <C>                  <C>                         <C>
  Common Stock,                    100,000 shares(2)            $18.261              $1,826,100.00               $538.70
  $.01 par value
===================================================================================================================================
</TABLE>

     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule  457(h)  under the  Securities  Act of 1933 on the basis of (i)
47,500 shares  underlying  outstanding  options under the Non-Employee  Director
Stock Option Plan at a weighted  average  exercise  price of $8.67 per share and
(ii) the 52,500 balance of shares  reserved for issuance under the  Non-Employee
Director Stock Option Plan at an average aggregate offering price of $26.938 per
share, as computed based on the average of the high and low prices of the Common
Stock reported in the  consolidated  reporting system on The Nasdaq Stock Market
as of March 25, 1998.

     (2)Consists  of 100,000  shares of Common Stock  issuable  upon exercise of
options granted or to be granted under the Stock Option Plan.


AEC071FE.W51
<PAGE>

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

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from the  Registration  Statement in  accordance  with the
Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   document  which  has  heretofore  been  filed  by  Novoste
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"Commission")  is  hereby   incorporated  by  reference  in  this   Registration
Statement:

     1. The Annual  Report on Form 10-K of the  Registrant  for the fiscal  year
ended December 31, 1997.

     2.  Amendment to the Annual Report on Form 10-K/A of the Registrant for the
fiscal year ended December 31, 1997.

     All  reports  and  proxy  statements  filed  by  the  Registrant  with  the
Commission  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended,  after the date of this Registration Statement
and prior to the filing of a  post-effective  amendment which indicates that all
of the shares to which this  Registration  Statement  relates  have been sold or
which  deregisters  all of the shares then  remaining  unsold shall  likewise be
deemed  incorporated herein and made a constituent part hereof by reference from
the respective dates of the filings.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.




                                       2
AEC071FE.W51
<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  607.0850  of the  Florida  1989  Business  Corporation  Act grants
corporations  the power to indemnify their  directors,  officers,  employees and
agents in accordance with the provisions thereof. Article VI of the Registrant's
Amended  and  Restated  Articles  of  Incorporation  and  Article  VIII  of  the
Registrant's  Amended and Restated  By-Laws provide for  indemnification  of the
Registrant's  directors and officers (as well as the Registrant's  employees and
agents  to whom the  Registrant  has  agreed  to grant  indemnification)  to the
fullest extent permissible under applicable law.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following are filed as exhibits to this Registration Statement:

     Exhibit
       No.                          Description
    --------                        -----------
       4.1   -  Copy of the Registrant's Non-Employee Director
                Stock Option Plan.

        5    -  Opinion of Epstein Becker & Green, P.C.

      23(a)  -  Consent of Ernst & Young LLP.

      23(b)  -  Consent of Epstein Becker & Green, P.C. (included in Exhibit 5).

       24    -  Power of Attorney (included in signature page of
                this Registration Statement).



                                       3
AEC071FE.W51
<PAGE>

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 include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
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 securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (the "Act"),  may be  permitted to  directors,  officers or
controlling persons of the Registrant pursuant to the provisions of Registrant's
Amended and  Restated  Certificate  of  Incorporation  or Amended  and  Restated
ByLaws, as amended,  or the provisions of the Florida 1989 Business  Corporation
Act or  otherwise,  the  Registrant  has been advised that in the opinion of the
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 the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       4
AEC071FE.W51
<PAGE>

                                   SIGNATURES


     THE REGISTRANT. 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 Norcross, State of Georgia, on this 25th day of
March, 1998.



                                  NOVOSTE CORPORATION



                                  By: /S/ THOMAS D. WELDON
                                      --------------------
                                      Thomas D. Weldon
                                      President and Chief Executive Officer



                                       5
AEC071FE.W51
<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints THOMAS D. WELDON and NORMAN R. WELDON,  and each
of them,  with  full  power  to act  without  the  other,  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 and any
other regulatory authority, 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 and about the premises,  as fully to
all  intents  and  purposes  as they or he might or could do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, 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 set forth and on the date indicated.

<TABLE>
<CAPTION>


SIGNATURE                                 TITLE                                       DATE
---------                                 -----                                       ----

<S>                                       <C>                                         <C>
/S/ THOMAS D. WELDON                      President, Chief Executive                  March 25, 1998
---------------------------------------   Officer and Director
Thomas D. Weldon

/S/ DAVID N. GILL                         Chief Financial Officer (Principal          March 26, 1998
---------------------------------------   Financial and Accounting Officer)
David N. Gill

/S/ NORMAN R. WELDON                      Director                                    March 25, 1998
---------------------------------------
Norman R. Weldon, Ph.D.

/S/ CHARLES E. LARSEN                     Director                                    March 26, 1998
---------------------------------------
Charles E. Larsen

/S/ J. STEPHEN HOLMES                     Director                                    March 25, 1998
---------------------------------------
J. Stephen Holmes

/S/ RICHARD M. JOHNSTON                   Director                                    March 25, 1998
---------------------------------------
Richard M. Johnston

/S/ PIETER J. SCHILLER                    Director                                    March 25, 1998
---------------------------------------
Pieter J. Schiller

/S/ STEPHEN I. SHAPIRO                    Director                                    March 25, 1998
---------------------------------------
Stephen I. Shapiro

/S/ WILLIAM E. WHITMER                    Director                                    March 26, 1998
---------------------------------------
William E. Whitmer

</TABLE>

                                       6
AEC071FE.W51
<PAGE>

                                INDEX TO EXHIBITS


       Exhibit
         No.                           Description
      --------                         -----------
         4.1             Copy of the Registrant's Non-Employee Director
                         Stock Option Plan.

          5              Opinion of Epstein Becker & Green, P.C.

        23(a)            Consent of Ernst & Young LLP.

        23(b)            Consent of Epstein Becker & Green, P.C.
                         (included in Exhibit 5).

          24             Power of Attorney (included in signature page of this
                         Registration Statement).




                                       7
AEC071FE.W51
<PAGE>


                                                                     EXHIBIT 4.1


                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                                       OF

                               NOVOSTE CORPORATION

         Adopted August 20, 1996 and as Amended as of February 28, 1997

1.       PURPOSE OF PLAN.

                  The purpose of this  Non-Employee  Director  Stock Option Plan
("PLAN") is to provide  additional  incentives  to  Non-Employee  Directors  (as
defined  below) of Novoste  Corporation  ("COMPANY")  to promote  the  financial
success and progress of the Company by granting such persons options to purchase
shares of the Company's Common Stock ("COMMON  STOCK").  The options to purchase
shares of Common  Stock under this Plan shall not qualify  under  Section 422 of
the Internal Revenue Code of 1986, as amended.

2.       DEFINITION OF "NON-EMPLOYEE DIRECTOR".

                  As  defined  by  Regulation  240.16b-3  under  the  Securities
Exchange Act of 1934, as amended ("EXCHANGE ACT"), a "NON-EMPLOYEE  DIRECTOR" is
a person not currently an officer of the Company or a parent or subsidiary,  who
does not receive  compensation  either directly or indirectly as a consultant of
the Company (except for an amount not required to be disclosed under Item 404(a)
of Regulation S-K, E.G., not more than $60,000),  does not have an interest in a
transaction requiring disclosure under Item 404(a) of Regulation S-K, and is not
engaged in a business  relationship  which would require  disclosure  under Item
404(b) of  Regulation  S-K (E.G.,  where the  director has a ten percent or more
equity interest in an entity which makes or receives  payments in excess of five
percent of the Company's or that entity's consolidated gross revenues).

3.       ADOPTION OF PLAN.

                  This Plan shall be effective on the date that it is adopted by
the Board of  Directors of the Company  ("BOARD").  The Board shall have and may
exercise any and all of the powers relating to the  administration  of this Plan
and the grant of options hereunder as are set forth herein.

4.       ADMINISTRATION.

                  (a)      This Plan shall be administered by the Board.





AEC04F6E.W51

<PAGE>



                  (b)      The Board shall have the  authority  to (i)  exercise
                           all of the powers granted to it under this Plan, (ii)
                           construe,  interpret and implement  this Plan and any
                           Stock Option Agreements  executed pursuant to Section
                           8 hereof,  (iii)  prescribe,  amend and rescind rules
                           and regulations  relating to this Plan, (iv) make all
                           determinations     necessary    or    advisable    in
                           administering  this Plan and (v)  correct any defect,
                           supply any omission and reconcile  any  inconsistency
                           in this Plan.

                  (c)      The   determination  of  the  Board  on  all  matters
                           relating to this Plan or any Stock  Option  Agreement
                           shall be final, binding and conclusive.

                  (d)      No member of the Board shall be liable for any action
                           or  determination  made in good faith with respect to
                           this Plan or any award thereunder.

5.       ELIGIBILITY.

                  Individuals  who are  Non-Employee  Directors  of the  Company
shall be eligible to participate  in this Plan.  Each  Non-Employee  Director to
whom an option is granted hereunder is referred to as an "OPTIONEE."

6.       SHARES SUBJECT TO THIS PLAN.

                  The  maximum  number of shares  of  Common  Stock  that may be
issued  pursuant to options  granted under this Plan to all Optionees is 100,000
shares,  which shares may, at the discretion of the Board, be either  authorized
but unissued shares or shares  previously  issued and reacquired by the Company.
Such number of shares shall be subject to  adjustment  as provided in this Plan.
If any option is  terminated or  unpurchased  in whole or in part for any reason
without being  exercised in whole or in part, the shares  thereby  released from
such option shall be available  for purchase  under other  options  subsequently
granted under this Plan. At all times during the term of this Plan,  the Company
shall reserve and keep  available such number of shares of Common Stock as shall
be required to satisfy the requirements of outstanding options under this Plan.

7.       GRANTING OF OPTIONS; EFFECTIVE DATE.

                  Until the  expiration or sooner  termination of this Plan, the
Board,  at any time and from time to time,  may grant  options  to  Non-Employee
Directors for such number of shares,  at such option  price,  and subject to the
terms and  provisions of this Plan.  The date on which the grant of an option is
authorized by the Board shall be the effective date of grant for all purposes,




AEC04F6E.W51
                                        2

<PAGE>



notwithstanding  the fact that written  acceptance by the Optionee of such grant
may take place thereafter.

8.       TERMS AND CONDITIONS OF OPTIONS.

                  All options  granted  under this Plan shall be  evidenced by a
written Stock Option  Agreement  (which may  incorporate  the provisions of this
Plan by  reference  and which shall be in such form as the Board shall  approve)
signed by the  President of the Company and the  Optionee.  All options shall be
granted subject to the following terms and conditions:

                  (a)   EXERCISE  PRICE.  The  exercise  price  per  share  with
                        respect to each  option  shall not be less than the Fair
                        Market  Value of a share of Common  Stock on the date of
                        grant.

                  (b)   FAIR MARKET VALUE.  The term "FAIR MARKET VALUE" as used
                        herein  as of any date and in  respect  of any  share of
                        Common Stock means the closing sale price for a share of
                        Common Stock on the immediately  preceding  trading date
                        as  reported  on The  Nasdaq  National  Market or, if no
                        closing sale price shall have been made on such relevant
                        date,  on the next  preceding  day on which  there was a
                        closing  sale  price;  PROVIDED,  HOWEVER,  that  if  no
                        closing  sale price  shall have been made within the ten
                        business days preceding such relevant date, or if deemed
                        appropriate by the Board for any other reason,  the Fair
                        Market  Value of such shares of Common Stock shall be as
                        determined  by the  Board.  In no event  shall  the Fair
                        Market  Value of any share of Common  Stock be less than
                        its par value.

                  (c)   OPTION  TERM.  Each  option  shall be granted for a term
                        determined  from  time to time by the  Board,  but in no
                        event shall an option be granted for a term of more than
                        five  years  and  each  option  is  subject  to  earlier
                        termination  in the event of the death or the  voluntary
                        or involuntary  termination of the Optionee as set forth
                        herein.

                  (d)   LIMITATION ON OPTIONS.  Notwithstanding anything herein,
                        the maximum  aggregate  number of shares of Common Stock
                        with  respect  to which  options  may be  granted to any
                        person eligible  therefor under this Plan within any one
                        calendar year is 15,000 shares.

                  (e)   EXERCISE OF OPTIONS. Options shall be exercisable within
                        the times or upon the events  determined by the Board as
                        set forth in the grant of  options;  PROVIDED,  HOWEVER,
                        that no option shall be




AEC04F6E.W51
                                        3

<PAGE>
                        exercisable  after the expiration of five years from the
                        date the option is granted.  Upon exercise no fractional
                        shares of Common  Stock  shall be issued or  transferred
                        and no  payments  shall  be made  in lieu of  fractional
                        shares.  No shares of  Common  Stock  shall be issued or
                        delivered until full payment  therefor has been made. No
                        option may be exercised for fewer than the lesser of (i)
                        500 shares of Common Stock or (ii) all remaining  shares
                        of Common Stock subject to the option.

                  (f)   NOTICE OF  EXERCISE.  Options may be  exercised  only by
                        delivery to the Company of a written notice and exercise
                        agreement in a form  approved by the Board,  stating the
                        number of shares of Common  Stock being  purchased,  the
                        restrictions  imposed on the shares of Common  Stock and
                        such   representations  and  agreements   regarding  the
                        Optionee's  investment  intent and access to information
                        as may  be  required  by  the  Company  to  comply  with
                        applicable  securities  laws,  together  with payment in
                        full of the  exercise  price for the number of shares of
                        Common Stock being purchased.

                  (g)   PAYMENT.  Payment for the shares of Common  Stock may be
                        made (i) in cash,  (ii) by surrender of shares of Common
                        Stock  having a Fair Market  Value equal to the exercise
                        price of the option or (iii) by any  combination  of the
                        foregoing  where  approved  by the  Board  in  its  sole
                        discretion;  PROVIDED,  HOWEVER, in the event of payment
                        for the shares of Common Stock by method (ii) above, the
                        shares of Common  Stock so  surrendered,  if  originally
                        issued to the  Optionee  upon  exercise of an  option(s)
                        granted  by the  Company,  shall  have  been held by the
                        Optionee for more than six months.

                  (h)   PURCHASE FOR  INVESTMENT.  If the shares of Common Stock
                        subject to an option have not been registered  under the
                        Securities Act of 1933, as amended  ("SECURITIES  ACT"),
                        the  Board  shall  have  the  right  to  require,  as  a
                        condition   to  any   exercise  of  the   option,   such
                        representations or agreements as counsel for the Company
                        may consider appropriate to avoid violation of such Act,
                        including but not limited to the representation that any
                        and all shares of Common Stock  purchased  upon exercise
                        of the option will be purchased for  investment  and not
                        with a view to the distribution or resale thereof and to
                        agree  that  such  shares  will  not be sold  except  in
                        accordance with such restrictions or




AEC04F6E.W51
                                        4

<PAGE>



                        limitations  as may be set  forth  in the  Stock  Option
                        Agreement or as may be imposed by law.

                  (i)   DEATH OR VOLUNTARY OR  INVOLUNTARY  TERMINATION.  In the
                        event  of  death  of  the   Optionee  or   voluntary  or
                        involuntary termination of directorship with the Company
                        of  the  Optionee,  such  option  may,  subject  to  the
                        provisions  of  this  Plan  and  any   restrictions   or
                        limitations as are determined by the Board, be exercised
                        as to those  optioned  shares in  respect  of which such
                        option has not previously  been  exercised,  but only to
                        the extent that such option  could be  exercised  by the
                        Optionee  on the  date of such  death  or  voluntary  or
                        involuntary termination of directorship with the Company
                        (whichever is the applicable case):

                           i)       in the event of the  death of the  Optionee,
                                    then   by   his   or   her    executor    or
                                    administrator,  or by the  person or persons
                                    to whom the option is transferred by will or
                                    the   applicable   laws   of   descent   and
                                    distribution,  within twelve months from the
                                    date of death, but in no event subsequent to
                                    the expiration date of the option; or

                           ii)      in the event of the Optionee's  voluntary or
                                    involuntary termination of directorship with
                                    the  Company,  then by the  Optionee  within
                                    twelve months from the date of  termination,
                                    but in no event subsequent to the expiration
                                    date of the option.

9.       PRIVILEGES OF STOCK OWNERSHIP.

                  No Optionee shall have any of the rights of a shareholder with
respect to any shares of Common Stock  subject to an option until the option has
been  validly   exercised.   No  adjustment  shall  be  made  for  dividends  or
distributions  or other rights for which the record date is prior to the date of
exercise, except as provided in this Plan.

10.      ADJUSTMENT OF OPTION SHARES.

                  In the event that the number of  outstanding  shares of Common
Stock  is  changed  by a stock  dividend,  stock  split,  reverse  stock  split,
combination,  reclassification or similar change in the capital structure of the
Company  without  consideration,  the number of shares of Common Stock available
under this Plan and the number of shares of Common Stock subject to  outstanding
options and the




AEC04F6E.W51
                                        5
<PAGE>
exercise  price per share of such  options  shall be  proportionately  adjusted,
subject to any required  action by the Board or  shareholders of the Company and
compliance  with  applicable   securities  laws;  PROVIDED,   HOWEVER,  that  no
certificate  or  scrip  representing  fractional  shares  shall be  issued  upon
exercise of any option and any  resulting  fractions  of a share of Common Stock
shall be ignored.

11.      COMPLIANCE WITH LAWS.

                  The grant of options and the issuance of shares upon  exercise
of any options  shall be subject to and  conditioned  upon  compliance  with all
applicable requirements of law, including without limitation compliance with the
Securities  Act,  compliance  with  all  applicable  state  securities  laws and
compliance  with the  requirements of any stock exchange on which the shares may
be listed.  The Company shall be under no obligation to register the shares with
the  Securities  and  Exchange  Commission  or to  effect  compliance  with  the
Securities  Act or with the  registration  or  qualification  requirement of any
state securities laws or stock exchange.

12.      RESTRICTIONS ON SHARES.

                  At the  discretion  of the Board,  the  Company may reserve to
itself or its  assignee(s)  in the Stock Option  Agreement  (a) a right of first
refusal to purchase any shares of Common Stock that an Optionee (or a subsequent
transferee)  may  propose  to  transfer  to a third  party  and  (b) a right  to
repurchase  any or all  shares  of Common  Stock  held by an  Optionee  upon the
Optionee's  termination of directorship with the Company for any reason within a
specified  time as  determined  by the  Board  at the  time of  grant at (i) the
Optionee's original purchase price, (ii) the Fair Market Value of such shares of
Common  Stock  as  determined  by the  Board  in  good  faith  or  (iii) a price
determined by a provision set forth in the Stock Option Agreement.

13.      CHANGE OF CONTROL.

                  Notwithstanding  any  contrary  terms in the grant of  options
hereunder,  in the  event  of a Change  of  Control  (as  defined  herein),  all
outstanding  options shall accelerate and become  immediately fully exercisable.
For  purposes  of this Plan,  a "Change In  Control"  shall mean (i) the sale or
other disposition to a person,  entity or group (as such term is defined in Rule
13d-5  under  the  Exchange  Act) of 50% or more of the  Company's  consolidated
assets,  (ii) the acquisition of 50% or more of the outstanding shares of Common
Stock by a person or group (as such term is defined  in Rule  13d-5) or (iii) if
the majority of the Board  consists of persons other than  Continuing  Directors
(as defined herein). The term "CONTINUING DIRECTOR" shall mean any member of the
Board on the effective date of this Plan and any




AEC04F6E.W51
                                        6

<PAGE>



other  member of the Board who shall be  recommended  or  elected  to succeed or
become a Continuing  Director by a majority of the Continuing  Directors who are
then members of the Board.

14.      AMENDMENT OR TERMINATION OF PLAN.

                  The Board may at any time  terminate or amend this Plan in any
respect  (including,  but not  limited  to,  any  form of  grant,  agreement  or
instrument  to be  executed  pursuant  to this Plan);  PROVIDED,  HOWEVER,  that
shareholder approval shall be required to be obtained by the Company if required
to comply with the listed company  requirements of The Nasdaq National Market or
of a  national  securities  exchange  on which the  shares  of Common  Stock are
traded,   or  other   applicable   provisions   of  state  or  federal   law  or
self-regulatory agencies;  PROVIDED, FURTHER, that no amendment of this Plan may
adversely  affect  any then  outstanding  options  or any  unexercised  portions
thereof without the written consent of the Optionee.

15.      TERM OF PLAN.

                  No option  shall be granted  pursuant to this Plan on or after
December 31, 2001, but options  theretofore  granted may extend beyond that date
and the terms of this Plan shall  continue  to apply to such  options and to any
shares of Common Stock acquired upon exercise thereof.

16.      APPLICABLE LAW.

                  The  validity,  interpretation  and  enforcement  of this Plan
shall be  governed  in all  respects by the laws of the State of Florida and the
United States of America.

17.      ISSUANCE OF SHARES.

                  The shares of Common Stock,  when issued and paid for pursuant
to  the  options  granted   hereunder,   shall  be  issued  as  fully  paid  and
non-assessable shares.

18.      WITHHOLDING TAXES.

                  Whenever   under  this  Plan   shares  are  to  be  issued  in
satisfaction  of the exercise of options granted  thereunder,  the Company shall
have the  right to  require  the  recipient  to remit to the  Company  an amount
sufficient to satisfy  federal,  state and local  withholding  tax  requirements
prior to the delivery of any certificate or certificates for such shares.


AEC04F6E.W51
                                        7

<PAGE>


19.      TRANSFERABILITY OF OPTIONS.

                  An  option  may  be  sold,  pledged,  assigned,  hypothecated,
transferred  or  disposed  of as  determined  by the Board and as set forth in a
Stock Option Agreement with an Optionee.




AEC04F6E.W51
                                        8

<PAGE>


                                                                       EXHIBIT 5

                    [EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]


                                 March 26, 1998




Board of Directors of
  Novoste Corporation
4350-C International Blvd.
Norcross, Georgia  30093

               Re:    Stock Option Plan
                      -----------------
Gentlemen:

               We have acted as counsel to Novoste  Corporation  (the "Company")
in  connection  with its  filing of a  Registration  Statement  on Form S-8 (the
"Registration   Statement")  covering  100,000  shares  (the  "Shares")  of  the
Company's  authorized  and  unissued  shares of Common  Stock,  $.01 par  value,
issuable upon the exercise of options under the Company's  Non-Employee Director
Stock Option Plan (the "Director Plan").

               As such counsel, we have examined originals,  or copies certified
to our  satisfaction,  of the corporate  records of the Company,  agreements and
other instruments, certificates of public officials, certificates of officers of
the Company and such other  documents as we deemed  necessary as a basis for the
opinion hereinafter set forth.

               In  such  examination  we have  assumed  the  genuineness  of all
signatures and the  authenticity  of all documents  submitted to us as originals
and the  conformity  to  original  documents  of  documents  submitted  to us as
certified or photostatic copies.

               On the basis of the  foregoing,  we are of the  opinion  that the
Shares have been duly  authorized  and,  when issued,  delivered and paid for in
accordance  with the  Director  Plan,  will be  validly  issued,  fully paid and
non-assessable.

               We hereby  consent to the filing of this opinion as an exhibit to
the aforesaid Registration Statement.


                             Very truly yours,

                             EPSTEIN BECKER & GREEN, P.C.



                             By: /S/ SETH I. TRUWIT
                                 ------------------
                                 Seth I. Truwit

AEC071FE.W51


<PAGE>


                                                                   EXHIBIT 23(a)






                         CONSENT OF INDEPENDENT AUDITORS



               We consent to the  incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Novoste Corporation Non-Employee Director
Stock  Option Plan of our report  dated  January 30,  1998,  with respect to the
financial  statements of Novoste Corporation included in its Annual Report (Form
10-K) for the year  ended  December  31,  1997  filed  with the  Securities  and
Exchange Commission.


                                                     ERNST & YOUNG LLP

Atlanta, Georgia
March 24, 1998
[{"type": "S-8", "sequence": "1", "description": "NOVOSTE S-8 LOT A", "secsgml_size_bytes": 39672}]
{"company-data": {"conformed-name": "NOVOSTE CORP /FL/", "cik": "0001012131", "assigned-sic": "5047", "irs-number": "592787476", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48823", "film-number": "98577185"}, "business-address": {"street1": "4350-C INTERNATIONAL BLVD", "city": "NORCROSS", "state": "GA", "zip": "30093", "phone": "7707170904"}, "mail-address": {"street1": "4350 C INTERNATIONAL BLVD", "city": "NORCROSS", "state": "GA", "zip": "30093"}}
[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]

                                 March 27, 1998

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Avenue
Washington, D.C.  20549

Re:      Novoste Corporation
         Registration Statement on Form S-8
         ----------------------------------

Ladies and Gentlemen:

     On behalf of  Novoste  Corporation  (the  "Company"),  we are  transmitting
herewith  electronically  on  the  Electronic  Data  Gathering,   Analysis,  and
Retrieval System of the Securities and Exchange  Commission (the  "Commission"),
one (1) copy of the Company's Form S-8 Registration  Statement to register under
the Securities Act of 1933, as amended,  100,000 shares of the Company's  Common
Stock,  $.01 par value,  issuable  upon  exercise  of  options  granted or to be
granted under the Company's Non-Employee Director Stock Option Plan.

     The filing fee of $538.70 is being paid in  accordance  with Rule 3a of the
Commission's Informal and Other Procedures.

                                                   Very truly yours,

                                                   /s/ Mark A. Polemeni
                                                   --------------------
                                                   Mark A. Polemeni

Enclosure
cc:  The National Stock Market (via Fedex w/encl.)

AEC0720D.W51
As filed with the Securities and Exchange Commission on March 27, 1998.
                                                         Registration No. 33-
================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               NOVOSTE CORPORATION
             (Exact name of registrant as specified in its charter)

                  FLORIDA                                   59-2787476
      (State or other jurisdiction                        (I.R.S. Employer
    of incorporation or organization)                    Identification  No.)

       4350-C INTERNATIONAL BOULEVARD                           30093
             NORCROSS, GEORGIA                               (Zip Code)
  (Address of principal executive offices)

           NOVOSTE CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                                THOMAS D. WELDON
                               NOVOSTE CORPORATION
                         4350-C INTERNATIONAL BOULEVARD
                             NORCROSS, GEORGIA 30093
                     (Name and address of agent for service)

                                 (770) 717-0904
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                               PROPOSED                PROPOSED
                                                                MAXIMUM                 MAXIMUM
      TITLE OF SECURITIES             AMOUNT TO BE          OFFERING PRICE             AGGREGATE                AMOUNT OF
       TO BE  REGISTERED               REGISTERED            PER SHARE(1)          OFFERING PRICE(1)        REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                    100,000 shares(2)            $18.261              $1,826,100.00               $538.70
  $.01 par value
===================================================================================================================================
(1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule  457(h)  under the  Securities  Act of 1933 on the basis of (i)
47,500 shares  underlying  outstanding  options under the Non-Employee  Director
Stock Option Plan at a weighted  average  exercise  price of $8.67 per share and
(ii) the 52,500 balance of shares  reserved for issuance under the  Non-Employee
Director Stock Option Plan at an average aggregate offering price of $26.938 per
share, as computed based on the average of the high and low prices of the Common
Stock reported in the  consolidated  reporting system on The Nasdaq Stock Market
as of March 25, 1998.

     (2)Consists  of 100,000  shares of Common Stock  issuable  upon exercise of
options granted or to be granted under the Stock Option Plan.

AEC071FE.W51
================================================================================

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from the  Registration  Statement in  accordance  with the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   document  which  has  heretofore  been  filed  by  Novoste
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"Commission")  is  hereby   incorporated  by  reference  in  this   Registration
Statement:

     1. The Annual  Report on Form 10-K of the  Registrant  for the fiscal  year
ended December 31, 1997.

     2.  Amendment to the Annual Report on Form 10-K/A of the Registrant for the
fiscal year ended December 31, 1997.

     All  reports  and  proxy  statements  filed  by  the  Registrant  with  the
Commission  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended,  after the date of this Registration Statement
and prior to the filing of a  post-effective  amendment which indicates that all
of the shares to which this  Registration  Statement  relates  have been sold or
which  deregisters  all of the shares then  remaining  unsold shall  likewise be
deemed  incorporated herein and made a constituent part hereof by reference from
the respective dates of the filings.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                       2
AEC071FE.W51
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  607.0850  of the  Florida  1989  Business  Corporation  Act grants
corporations  the power to indemnify their  directors,  officers,  employees and
agents in accordance with the provisions thereof. Article VI of the Registrant's
Amended  and  Restated  Articles  of  Incorporation  and  Article  VIII  of  the
Registrant's  Amended and Restated  By-Laws provide for  indemnification  of the
Registrant's  directors and officers (as well as the Registrant's  employees and
agents  to whom the  Registrant  has  agreed  to grant  indemnification)  to the
fullest extent permissible under applicable law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following are filed as exhibits to this Registration Statement:

     Exhibit
       No.                          Description
    --------                        -----------
       4.1   -  Copy of the Registrant's Non-Employee Director
                Stock Option Plan.

        5    -  Opinion of Epstein Becker & Green, P.C.

      23(a)  -  Consent of Ernst & Young LLP.

      23(b)  -  Consent of Epstein Becker & Green, P.C. (included in Exhibit 5).

       24    -  Power of Attorney (included in signature page of
                this Registration Statement).

                                       3
AEC071FE.W51
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 include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
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 securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (the "Act"),  may be  permitted to  directors,  officers or
controlling persons of the Registrant pursuant to the provisions of Registrant's
Amended and  Restated  Certificate  of  Incorporation  or Amended  and  Restated
ByLaws, as amended,  or the provisions of the Florida 1989 Business  Corporation
Act or  otherwise,  the  Registrant  has been advised that in the opinion of the
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 the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
AEC071FE.W51
SIGNATURES

     THE REGISTRANT. 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 Norcross, State of Georgia, on this 25th day of
March, 1998.

                                  NOVOSTE CORPORATION

                                  By: /S/ THOMAS D. WELDON
                                      --------------------
                                      Thomas D. Weldon
                                      President and Chief Executive Officer

                                       5
AEC071FE.W51
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints THOMAS D. WELDON and NORMAN R. WELDON,  and each
of them,  with  full  power  to act  without  the  other,  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 and any
other regulatory authority, 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 and about the premises,  as fully to
all  intents  and  purposes  as they or he might or could do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, 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 set forth and on the date indicated.
SIGNATURE                                 TITLE                                       DATE
---------                                 -----                                       ----
/S/ THOMAS D. WELDON                      President, Chief Executive                  March 25, 1998
---------------------------------------   Officer and Director
Thomas D. Weldon

/S/ DAVID N. GILL                         Chief Financial Officer (Principal          March 26, 1998
---------------------------------------   Financial and Accounting Officer)
David N. Gill

/S/ NORMAN R. WELDON                      Director                                    March 25, 1998
---------------------------------------
Norman R. Weldon, Ph.D.

/S/ CHARLES E. LARSEN                     Director                                    March 26, 1998
---------------------------------------
Charles E. Larsen

/S/ J. STEPHEN HOLMES                     Director                                    March 25, 1998
---------------------------------------
J. Stephen Holmes

/S/ RICHARD M. JOHNSTON                   Director                                    March 25, 1998
---------------------------------------
Richard M. Johnston

/S/ PIETER J. SCHILLER                    Director                                    March 25, 1998
---------------------------------------
Pieter J. Schiller

/S/ STEPHEN I. SHAPIRO                    Director                                    March 25, 1998
---------------------------------------
Stephen I. Shapiro

/S/ WILLIAM E. WHITMER                    Director                                    March 26, 1998
---------------------------------------
William E. Whitmer
6
AEC071FE.W51
INDEX TO EXHIBITS

       Exhibit
         No.                           Description
      --------                         -----------
         4.1             Copy of the Registrant's Non-Employee Director
                         Stock Option Plan.

          5              Opinion of Epstein Becker & Green, P.C.

        23(a)            Consent of Ernst & Young LLP.

        23(b)            Consent of Epstein Becker & Green, P.C.
                         (included in Exhibit 5).

          24             Power of Attorney (included in signature page of this
                         Registration Statement).

                                       7
AEC071FE.W51
EXHIBIT 4.1

                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                                       OF

                               NOVOSTE CORPORATION

         Adopted August 20, 1996 and as Amended as of February 28, 1997

1.       PURPOSE OF PLAN.

                  The purpose of this  Non-Employee  Director  Stock Option Plan
("PLAN") is to provide  additional  incentives  to  Non-Employee  Directors  (as
defined  below) of Novoste  Corporation  ("COMPANY")  to promote  the  financial
success and progress of the Company by granting such persons options to purchase
shares of the Company's Common Stock ("COMMON  STOCK").  The options to purchase
shares of Common  Stock under this Plan shall not qualify  under  Section 422 of
the Internal Revenue Code of 1986, as amended.

2.       DEFINITION OF "NON-EMPLOYEE DIRECTOR".

                  As  defined  by  Regulation  240.16b-3  under  the  Securities
Exchange Act of 1934, as amended ("EXCHANGE ACT"), a "NON-EMPLOYEE  DIRECTOR" is
a person not currently an officer of the Company or a parent or subsidiary,  who
does not receive  compensation  either directly or indirectly as a consultant of
the Company (except for an amount not required to be disclosed under Item 404(a)
of Regulation S-K, E.G., not more than $60,000),  does not have an interest in a
transaction requiring disclosure under Item 404(a) of Regulation S-K, and is not
engaged in a business  relationship  which would require  disclosure  under Item
404(b) of  Regulation  S-K (E.G.,  where the  director has a ten percent or more
equity interest in an entity which makes or receives  payments in excess of five
percent of the Company's or that entity's consolidated gross revenues).

3.       ADOPTION OF PLAN.

                  This Plan shall be effective on the date that it is adopted by
the Board of  Directors of the Company  ("BOARD").  The Board shall have and may
exercise any and all of the powers relating to the  administration  of this Plan
and the grant of options hereunder as are set forth herein.

4.       ADMINISTRATION.

                  (a)      This Plan shall be administered by the Board.

AEC04F6E.W51
(b)      The Board shall have the  authority  to (i)  exercise
                           all of the powers granted to it under this Plan, (ii)
                           construe,  interpret and implement  this Plan and any
                           Stock Option Agreements  executed pursuant to Section
                           8 hereof,  (iii)  prescribe,  amend and rescind rules
                           and regulations  relating to this Plan, (iv) make all
                           determinations     necessary    or    advisable    in
                           administering  this Plan and (v)  correct any defect,
                           supply any omission and reconcile  any  inconsistency
                           in this Plan.

                  (c)      The   determination  of  the  Board  on  all  matters
                           relating to this Plan or any Stock  Option  Agreement
                           shall be final, binding and conclusive.

                  (d)      No member of the Board shall be liable for any action
                           or  determination  made in good faith with respect to
                           this Plan or any award thereunder.

5.       ELIGIBILITY.

                  Individuals  who are  Non-Employee  Directors  of the  Company
shall be eligible to participate  in this Plan.  Each  Non-Employee  Director to
whom an option is granted hereunder is referred to as an "OPTIONEE."

6.       SHARES SUBJECT TO THIS PLAN.

                  The  maximum  number of shares  of  Common  Stock  that may be
issued  pursuant to options  granted under this Plan to all Optionees is 100,000
shares,  which shares may, at the discretion of the Board, be either  authorized
but unissued shares or shares  previously  issued and reacquired by the Company.
Such number of shares shall be subject to  adjustment  as provided in this Plan.
If any option is  terminated or  unpurchased  in whole or in part for any reason
without being  exercised in whole or in part, the shares  thereby  released from
such option shall be available  for purchase  under other  options  subsequently
granted under this Plan. At all times during the term of this Plan,  the Company
shall reserve and keep  available such number of shares of Common Stock as shall
be required to satisfy the requirements of outstanding options under this Plan.

7.       GRANTING OF OPTIONS; EFFECTIVE DATE.

                  Until the  expiration or sooner  termination of this Plan, the
Board,  at any time and from time to time,  may grant  options  to  Non-Employee
Directors for such number of shares,  at such option  price,  and subject to the
terms and  provisions of this Plan.  The date on which the grant of an option is
authorized by the Board shall be the effective date of grant for all purposes,

AEC04F6E.W51
                                        2
notwithstanding  the fact that written  acceptance by the Optionee of such grant
may take place thereafter.

8.       TERMS AND CONDITIONS OF OPTIONS.

                  All options  granted  under this Plan shall be  evidenced by a
written Stock Option  Agreement  (which may  incorporate  the provisions of this
Plan by  reference  and which shall be in such form as the Board shall  approve)
signed by the  President of the Company and the  Optionee.  All options shall be
granted subject to the following terms and conditions:

                  (a)   EXERCISE  PRICE.  The  exercise  price  per  share  with
                        respect to each  option  shall not be less than the Fair
                        Market  Value of a share of Common  Stock on the date of
                        grant.

                  (b)   FAIR MARKET VALUE.  The term "FAIR MARKET VALUE" as used
                        herein  as of any date and in  respect  of any  share of
                        Common Stock means the closing sale price for a share of
                        Common Stock on the immediately  preceding  trading date
                        as  reported  on The  Nasdaq  National  Market or, if no
                        closing sale price shall have been made on such relevant
                        date,  on the next  preceding  day on which  there was a
                        closing  sale  price;  PROVIDED,  HOWEVER,  that  if  no
                        closing  sale price  shall have been made within the ten
                        business days preceding such relevant date, or if deemed
                        appropriate by the Board for any other reason,  the Fair
                        Market  Value of such shares of Common Stock shall be as
                        determined  by the  Board.  In no event  shall  the Fair
                        Market  Value of any share of Common  Stock be less than
                        its par value.

                  (c)   OPTION  TERM.  Each  option  shall be granted for a term
                        determined  from  time to time by the  Board,  but in no
                        event shall an option be granted for a term of more than
                        five  years  and  each  option  is  subject  to  earlier
                        termination  in the event of the death or the  voluntary
                        or involuntary  termination of the Optionee as set forth
                        herein.

                  (d)   LIMITATION ON OPTIONS.  Notwithstanding anything herein,
                        the maximum  aggregate  number of shares of Common Stock
                        with  respect  to which  options  may be  granted to any
                        person eligible  therefor under this Plan within any one
                        calendar year is 15,000 shares.

                  (e)   EXERCISE OF OPTIONS. Options shall be exercisable within
                        the times or upon the events  determined by the Board as
                        set forth in the grant of  options;  PROVIDED,  HOWEVER,
                        that no option shall be

AEC04F6E.W51
                                        3
exercisable  after the expiration of five years from the
                        date the option is granted.  Upon exercise no fractional
                        shares of Common  Stock  shall be issued or  transferred
                        and no  payments  shall  be made  in lieu of  fractional
                        shares.  No shares of  Common  Stock  shall be issued or
                        delivered until full payment  therefor has been made. No
                        option may be exercised for fewer than the lesser of (i)
                        500 shares of Common Stock or (ii) all remaining  shares
                        of Common Stock subject to the option.

                  (f)   NOTICE OF  EXERCISE.  Options may be  exercised  only by
                        delivery to the Company of a written notice and exercise
                        agreement in a form  approved by the Board,  stating the
                        number of shares of Common  Stock being  purchased,  the
                        restrictions  imposed on the shares of Common  Stock and
                        such   representations  and  agreements   regarding  the
                        Optionee's  investment  intent and access to information
                        as may  be  required  by  the  Company  to  comply  with
                        applicable  securities  laws,  together  with payment in
                        full of the  exercise  price for the number of shares of
                        Common Stock being purchased.

                  (g)   PAYMENT.  Payment for the shares of Common  Stock may be
                        made (i) in cash,  (ii) by surrender of shares of Common
                        Stock  having a Fair Market  Value equal to the exercise
                        price of the option or (iii) by any  combination  of the
                        foregoing  where  approved  by the  Board  in  its  sole
                        discretion;  PROVIDED,  HOWEVER, in the event of payment
                        for the shares of Common Stock by method (ii) above, the
                        shares of Common  Stock so  surrendered,  if  originally
                        issued to the  Optionee  upon  exercise of an  option(s)
                        granted  by the  Company,  shall  have  been held by the
                        Optionee for more than six months.

                  (h)   PURCHASE FOR  INVESTMENT.  If the shares of Common Stock
                        subject to an option have not been registered  under the
                        Securities Act of 1933, as amended  ("SECURITIES  ACT"),
                        the  Board  shall  have  the  right  to  require,  as  a
                        condition   to  any   exercise  of  the   option,   such
                        representations or agreements as counsel for the Company
                        may consider appropriate to avoid violation of such Act,
                        including but not limited to the representation that any
                        and all shares of Common Stock  purchased  upon exercise
                        of the option will be purchased for  investment  and not
                        with a view to the distribution or resale thereof and to
                        agree  that  such  shares  will  not be sold  except  in
                        accordance with such restrictions or

AEC04F6E.W51
                                        4
limitations  as may be set  forth  in the  Stock  Option
                        Agreement or as may be imposed by law.

                  (i)   DEATH OR VOLUNTARY OR  INVOLUNTARY  TERMINATION.  In the
                        event  of  death  of  the   Optionee  or   voluntary  or
                        involuntary termination of directorship with the Company
                        of  the  Optionee,  such  option  may,  subject  to  the
                        provisions  of  this  Plan  and  any   restrictions   or
                        limitations as are determined by the Board, be exercised
                        as to those  optioned  shares in  respect  of which such
                        option has not previously  been  exercised,  but only to
                        the extent that such option  could be  exercised  by the
                        Optionee  on the  date of such  death  or  voluntary  or
                        involuntary termination of directorship with the Company
                        (whichever is the applicable case):

                           i)       in the event of the  death of the  Optionee,
                                    then   by   his   or   her    executor    or
                                    administrator,  or by the  person or persons
                                    to whom the option is transferred by will or
                                    the   applicable   laws   of   descent   and
                                    distribution,  within twelve months from the
                                    date of death, but in no event subsequent to
                                    the expiration date of the option; or

                           ii)      in the event of the Optionee's  voluntary or
                                    involuntary termination of directorship with
                                    the  Company,  then by the  Optionee  within
                                    twelve months from the date of  termination,
                                    but in no event subsequent to the expiration
                                    date of the option.

9.       PRIVILEGES OF STOCK OWNERSHIP.

                  No Optionee shall have any of the rights of a shareholder with
respect to any shares of Common Stock  subject to an option until the option has
been  validly   exercised.   No  adjustment  shall  be  made  for  dividends  or
distributions  or other rights for which the record date is prior to the date of
exercise, except as provided in this Plan.

10.      ADJUSTMENT OF OPTION SHARES.

                  In the event that the number of  outstanding  shares of Common
Stock  is  changed  by a stock  dividend,  stock  split,  reverse  stock  split,
combination,  reclassification or similar change in the capital structure of the
Company  without  consideration,  the number of shares of Common Stock available
under this Plan and the number of shares of Common Stock subject to  outstanding
options and the

AEC04F6E.W51
                                        5
exercise  price per share of such  options  shall be  proportionately  adjusted,
subject to any required  action by the Board or  shareholders of the Company and
compliance  with  applicable   securities  laws;  PROVIDED,   HOWEVER,  that  no
certificate  or  scrip  representing  fractional  shares  shall be  issued  upon
exercise of any option and any  resulting  fractions  of a share of Common Stock
shall be ignored.

11.      COMPLIANCE WITH LAWS.

                  The grant of options and the issuance of shares upon  exercise
of any options  shall be subject to and  conditioned  upon  compliance  with all
applicable requirements of law, including without limitation compliance with the
Securities  Act,  compliance  with  all  applicable  state  securities  laws and
compliance  with the  requirements of any stock exchange on which the shares may
be listed.  The Company shall be under no obligation to register the shares with
the  Securities  and  Exchange  Commission  or to  effect  compliance  with  the
Securities  Act or with the  registration  or  qualification  requirement of any
state securities laws or stock exchange.

12.      RESTRICTIONS ON SHARES.

                  At the  discretion  of the Board,  the  Company may reserve to
itself or its  assignee(s)  in the Stock Option  Agreement  (a) a right of first
refusal to purchase any shares of Common Stock that an Optionee (or a subsequent
transferee)  may  propose  to  transfer  to a third  party  and  (b) a right  to
repurchase  any or all  shares  of Common  Stock  held by an  Optionee  upon the
Optionee's  termination of directorship with the Company for any reason within a
specified  time as  determined  by the  Board  at the  time of  grant at (i) the
Optionee's original purchase price, (ii) the Fair Market Value of such shares of
Common  Stock  as  determined  by the  Board  in  good  faith  or  (iii) a price
determined by a provision set forth in the Stock Option Agreement.

13.      CHANGE OF CONTROL.

                  Notwithstanding  any  contrary  terms in the grant of  options
hereunder,  in the  event  of a Change  of  Control  (as  defined  herein),  all
outstanding  options shall accelerate and become  immediately fully exercisable.
For  purposes  of this Plan,  a "Change In  Control"  shall mean (i) the sale or
other disposition to a person,  entity or group (as such term is defined in Rule
13d-5  under  the  Exchange  Act) of 50% or more of the  Company's  consolidated
assets,  (ii) the acquisition of 50% or more of the outstanding shares of Common
Stock by a person or group (as such term is defined  in Rule  13d-5) or (iii) if
the majority of the Board  consists of persons other than  Continuing  Directors
(as defined herein). The term "CONTINUING DIRECTOR" shall mean any member of the
Board on the effective date of this Plan and any

AEC04F6E.W51
                                        6
other  member of the Board who shall be  recommended  or  elected  to succeed or
become a Continuing  Director by a majority of the Continuing  Directors who are
then members of the Board.

14.      AMENDMENT OR TERMINATION OF PLAN.

                  The Board may at any time  terminate or amend this Plan in any
respect  (including,  but not  limited  to,  any  form of  grant,  agreement  or
instrument  to be  executed  pursuant  to this Plan);  PROVIDED,  HOWEVER,  that
shareholder approval shall be required to be obtained by the Company if required
to comply with the listed company  requirements of The Nasdaq National Market or
of a  national  securities  exchange  on which the  shares  of Common  Stock are
traded,   or  other   applicable   provisions   of  state  or  federal   law  or
self-regulatory agencies;  PROVIDED, FURTHER, that no amendment of this Plan may
adversely  affect  any then  outstanding  options  or any  unexercised  portions
thereof without the written consent of the Optionee.

15.      TERM OF PLAN.

                  No option  shall be granted  pursuant to this Plan on or after
December 31, 2001, but options  theretofore  granted may extend beyond that date
and the terms of this Plan shall  continue  to apply to such  options and to any
shares of Common Stock acquired upon exercise thereof.

16.      APPLICABLE LAW.

                  The  validity,  interpretation  and  enforcement  of this Plan
shall be  governed  in all  respects by the laws of the State of Florida and the
United States of America.

17.      ISSUANCE OF SHARES.

                  The shares of Common Stock,  when issued and paid for pursuant
to  the  options  granted   hereunder,   shall  be  issued  as  fully  paid  and
non-assessable shares.

18.      WITHHOLDING TAXES.

                  Whenever   under  this  Plan   shares  are  to  be  issued  in
satisfaction  of the exercise of options granted  thereunder,  the Company shall
have the  right to  require  the  recipient  to remit to the  Company  an amount
sufficient to satisfy  federal,  state and local  withholding  tax  requirements
prior to the delivery of any certificate or certificates for such shares.

AEC04F6E.W51
                                        7
19.      TRANSFERABILITY OF OPTIONS.

                  An  option  may  be  sold,  pledged,  assigned,  hypothecated,
transferred  or  disposed  of as  determined  by the Board and as set forth in a
Stock Option Agreement with an Optionee.

AEC04F6E.W51
                                        8
EXHIBIT 5

                    [EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]

                                 March 26, 1998

Board of Directors of
  Novoste Corporation
4350-C International Blvd.
Norcross, Georgia  30093

               Re:    Stock Option Plan
                      -----------------
Gentlemen:

               We have acted as counsel to Novoste  Corporation  (the "Company")
in  connection  with its  filing of a  Registration  Statement  on Form S-8 (the
"Registration   Statement")  covering  100,000  shares  (the  "Shares")  of  the
Company's  authorized  and  unissued  shares of Common  Stock,  $.01 par  value,
issuable upon the exercise of options under the Company's  Non-Employee Director
Stock Option Plan (the "Director Plan").

               As such counsel, we have examined originals,  or copies certified
to our  satisfaction,  of the corporate  records of the Company,  agreements and
other instruments, certificates of public officials, certificates of officers of
the Company and such other  documents as we deemed  necessary as a basis for the
opinion hereinafter set forth.

               In  such  examination  we have  assumed  the  genuineness  of all
signatures and the  authenticity  of all documents  submitted to us as originals
and the  conformity  to  original  documents  of  documents  submitted  to us as
certified or photostatic copies.

               On the basis of the  foregoing,  we are of the  opinion  that the
Shares have been duly  authorized  and,  when issued,  delivered and paid for in
accordance  with the  Director  Plan,  will be  validly  issued,  fully paid and
non-assessable.

               We hereby  consent to the filing of this opinion as an exhibit to
the aforesaid Registration Statement.

                             Very truly yours,

                             EPSTEIN BECKER & GREEN, P.C.

                             By: /S/ SETH I. TRUWIT
                                 ------------------
                                 Seth I. Truwit

AEC071FE.W51
EXHIBIT 23(a)

                         CONSENT OF INDEPENDENT AUDITORS

               We consent to the  incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Novoste Corporation Non-Employee Director
Stock  Option Plan of our report  dated  January 30,  1998,  with respect to the
financial  statements of Novoste Corporation included in its Annual Report (Form
10-K) for the year  ended  December  31,  1997  filed  with the  Securities  and
Exchange Commission.

                                                     ERNST & YOUNG LLP

Atlanta, Georgia
March 24, 1998