As filed with the Securities and Exchange Commission on December ___,1999
                              Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

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

                                   Q-MED, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                              22-2468655
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

100 Metro Park South, Laurence Harbor, NJ                              08878
(Address of Principal Executive Offices)                            (Zip Code)

                     Q-Med, Inc. 1997 Equity Incentive Plan
                        Warrants Granted as Compensation
                         Pursuant to Written Agreements
                            (Full title of the Plan)

                                 Michael W. Cox
                                   Q-Med, Inc.
                              100 Metro Park South
                            Laurence Harbor, NJ 08878
                     (Name and address of agent for service)

                                 (732) 566-2666
                        (Telephone number, including area
                           code of agent for service)

     Approximate  date of  commencement  of proposed  sale to the  public:  Upon
exercise of the options  granted under the Stock Option  Plans,  but in no event
prior to the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE

                                         Proposed     Proposed
                                         maximum      maximum
Title of                 Amount          offering     aggregate     Amount of
securities to be         to be           price per    offering      registration
registered               registered(1)   share        price         fee(2)
--------------------------------------------------------------------------------
Common Stock,
$.001 par value,
issuable pursuant
to the Plan                 600,000        $4.94     $2,964,000      $  782.50
Common Stock(3)             215,000        $1.67        359,050          94.79
Common Stock(3)              60,000        $3.00        180,000          47.59
Common Stock(3)              65,000        $3.6438      336,487          88.83
                                                                     ---------
                                                                     $1,013.21

---------



<PAGE>

     (1) The  aggregate  amount of  securities  registered  hereunder is 940,000
shares of common  stock which have been  authorized  and  reserved  for issuance
under the Plans.  Pursuant to Rule 416  promulgated  under the Securities Act of
1933, as amended,  this Registration  Statement covers such additional shares of
common  stock to be offered or issued to prevent  dilution as a result of future
stock splits, stock dividends or similar transactions.

     (2) The fee with  respect to these shares has been  calculated  pursuant to
Rules  457(h) and  457(c)  under the  Securities  Act of 1933 and based upon the
average of the bid and ask prices per share of the Registrant's  Common Stock on
November 4, 1999 a date within five (5) days prior to the date of filing of this
Registration Statement, as reported by NASDAQ.

     (3) Issuable  upon the exercise of Warrants  granted to certain  directors,
former directors and consultants of the Company.


                                EXPLANATORY NOTE

     The Reoffer Prospectus,  filed as part of this Registration Statement,  has
been prepared in accordance  with the  requirements of Form S-3 and will be used
for offers of Common Stock of Q-Med,  Inc. (the "Company"),  acquired by persons
who may be deemed to be  affiliates  of the  Company (as that term is defined in
Rule 405 under the Securities Act of 1933, as amended) pursuant to the Company's
1997 Equity Incentive Plan (the "Plan").



<PAGE>

                                   Q-MED, INC.

                              CROSS REFERENCE SHEET

                    Between Items of Form S-3 and Prospectus
                    Pursuant to Rule 501(b) of Regulation S-K

     Registration Statement
     Item and Heading                                  Location in Prospectus
     ----------------                                  ----------------------

1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus........................  Cover Page

2.   Inside Front and Outside Back
     Cover Pages of Prospectus.......................  Inside Cover Page

3.   Summary Information, Risk
     Factors and Ratio of Earnings
     to Fixed Charges................................  Introduction

4.   Use of Proceeds.................................  Not applicable

5.   Determination of Offering Price.................  Not applicable

6.   Dilution........................................  Not applicable

7.   Selling Security Holders........................  Cover Page, Selling
                                                       Shareholders

8.   Plan of Distribution............................  Selling Shareholders

9.   Description of Securities
     to be Registered................................  Documents Incorporated by
                                                       Reference

10.  Interests of Named Experts
     and Counsel.....................................  Legal Opinion and Experts

11.  Material Changes................................  Not applicable

12.  Incorporation of Certain
     Information by Reference........................  Documents Incorporated by
                                                       Reference

13.  Disclosure of Commission
     Position on Indemnification of
     Securities Act Liabilities......................  Indemnification



<PAGE>

                               REOFFER PROSPECTUS

                                   Q-Med, Inc.

                                 940,000 Shares
                                  Common Stock
                                 $.001 par value

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

     This  Prospectus is being used in connection with the offering from time to
time by certain  shareholders of Q-Med, Inc.  ("Selling  Shareholders") or their
successors in interest of shares of the Common Stock ($.001 par value) of Q-Med,
Inc.  ("Common  Stock")  which have been or may be acquired upon the exercise of
stock options or stock awards pursuant to the Q-Med,  Inc. 1997 Equity Incentive
Plan (the "Incentive  Plan" or "Plan") and upon the exercise of warrants granted
as compensation to certain  directors,  former  directors and consultants of the
Company.

     The Common Stock may be sold from time to time by the Selling  Shareholders
or by pledgees, donees, transferees, or other successors in interest. Such sales
may be made in the  over-the-counter  market or otherwise at prices and at terms
then  prevailing or at prices  related to the then current  market price,  or in
negotiated  transactions.  The  Common  Stock  may be sold by one or more of the
following:  (a) a block  trade in which the  broker or  dealer so  engaged  will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the  transaction;  (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchases.  In effecting sales,  brokers, or dealers engaged
by the  Selling  Shareholders  may  arrange  for other  brokers  or  dealers  to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
Selling Shareholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales.  In addition,  any securities
covered by this  Prospectus  which  qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this  Prospectus.  Q-Med,  Inc. will
not receive any of the proceeds from the sale of these  shares,  although it has
paid the  expenses of preparing  this  Prospectus  and the related  Registration
Statement.

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

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

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

     The last sale price of Q-Med,  Inc.  Common Stock as reported by the NASDAQ
SmallCap Market on December 20, 1999 was $4.94.

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

     The date of this Prospectus is December 21, 1999.



<PAGE>

     NO  DEALER,  SALESMAN  OR ANY  OTHER  PERSON  HAS BEEN  AUTHORIZED  TO GIVE
INFORMATION  OR TO MAKE  REPRESENTATIONS  NOT  CONTAINED IN THIS  PROSPECTUS  IN
CONNECTION WITH THE OFFERING  CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION
OR  REPRESENTATION  MUST NOT BE RELIED  UPON AS HAVING  BEEN  AUTHORIZED  BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER
THAN THOSE TO WHICH IT RELATES  OR IN ANY STATE OR OTHER  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR  ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY  CIRCUMSTANCES,  CREATE  ANY
IMPLICATION  THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE  COMPANY  SINCE
THE DATE HEREOF OR SINCE THE DATES AS OF WHICH INFORMATION IS SET FORTH HEREIN.

                              AVAILABLE INFORMATION

     The  Company  has  filed a  Registration  Statement  on Form S-8  under the
Securities Act with respect to the Common Stock offered hereby. This Prospectus,
which  constitutes a part of the  Registration  Statement,  omits certain of the
information  contained  in the  Registration  Statement  and  the  exhibits  and
schedules thereto on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder.  For further information
with  respect to the  Company  and its Common  Stock,  reference  is made to the
Registration  Statement  and the  exhibits  and  schedules  thereto.  Statements
contained in this  Prospectus  regarding  the contents of any agreement or other
document filed as an exhibit to the  Registration  Statement are not necessarily
complete,  and in each instance  reference is made to the copy of such agreement
filed as an exhibit to the  Registration  Statement,  each such statement  being
qualified  in all  respects  by  such  reference.  The  Registration  Statement,
including the exhibits and schedules thereto, can be inspected and copied at the
Commission's offices as described above.

     The  Company is subject to the  reporting  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  annual  and  quarterly  reports,  proxy  statements  and other
information  with the  Commission.  Such  reports,  proxy  statements  and other
information   filed  by  the  Company  with  the  Commission   pursuant  to  the
informational  requirements  of the Exchange Act may be inspected  and copied at
the  public  reference  facilities  maintained  by the  Commission  at 450 Fifth
Street, N.W., Room 1024, Judiciary Plaza, Washington,  D.C. 20549, as well as at
the Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York,
New York  10048 and  Citicorp  Center,  500 West  Madison  Street,  Suite  1400,
Chicago,  Illinois 60661.  Copies of such material may be obtained at prescribed
rates from the Public  Reference  Room of the  Commission  at 450 Fifth  Street,
N.W.,  Judiciary  Plaza,  Washington,  D.C.  20549.  Information  concerning the
operation of the Public Reference Room may be obtained by calling the Commission
at   1-800-SEC-0330.    The   Commission   maintains   an   Internet   site   at
http://www.sec.gov  that contains reports,  proxy and information statements and
other  information  regarding  registrants,  including  the  Company,  that file
electronically with the Commission.

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



                                       1
<PAGE>

     The  Company  will  provide  without  charge  to each  person  to whom this
Prospectus is delivered,  upon written or oral request of such person, a copy of
any and all of the information that has been or may be incorporated by reference
in this  Prospectus  but is not  delivered  with  this  Prospectus  (other  than
exhibits to such information  unless such exhibits are incorporated by reference
in this Prospectus).  Such requests may be mailed to Q-Med, Inc., 100 Metro Park
South,  Laurence Harbor,  New Jersey 08878,  Attention:  Debra Fenton, or may be
made by telephone to Ms. Fenton at (908) 566-2666.




                                       2

<PAGE>

                                TABLE OF CONTENTS

                                                                      Page
                                                                      ----

AVAILABLE INFORMATION...........................................        1

SELLING SHAREHOLDERS............................................        4

DOCUMENTS INCORPORATED BY REFERENCE.............................        4

EXPERTS.........................................................        4

LEGAL OPINION...................................................        4

INDEMNIFICATION ................................................        5




                                       3

<PAGE>

                              SELLING SHAREHOLDERS

     Shares of Common Stock may be offered by certain officers and directors who
are to be named  in one or more  supplements  to this  Prospectus,  who  acquire
shares pursuant to the exercise of options or stock grants pursuant to the Plan.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The following  documents are  incorporated  in this Prospectus by reference
and made a part hereof:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended November
     30, 1998;

(b)  The Company's 1998 Annual Report to Shareholders;

(c)  The Company's  Proxy  Statement dated September 21, 1999 for Annual Meeting
     of Stockholders held October 25, 1999;

(d)  The Company's  Quarterly  Reports on Form 10-Q dated February 28, 1999, May
     31, 1999 and July 31, 1999; and

(e)  The Company's Current Reports on Form 8-K dated May 17, 1999 and August 25,
     1999.

     In addition,  all documents filed by the Company pursuant to Sections 13 or
14 of the Securities Exchange Act of 1934, as amended,  subsequent to the end of
the fiscal year covered by the 1998 Annual  Report and prior to the  termination
of the offering of securities  hereunder,  shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.

                                     EXPERTS

     The consolidated  financial  statements of the Company at November 30, 1998
and 1997 and for the  three  years  ended  November  30,  1998  incorporated  by
reference herein and in the  registration  statement have been audited by Amper,
Politziner & Mattia P.A.,  independent  auditor as set forth in their respective
report  thereon  incorporated  herein by reference,  and is included in reliance
upon such report given on the  authority  of such firm as experts in  accounting
and auditing.

                                  LEGAL OPINION

     The consolidated  financial  statements of the Company at November 30, 1998
and 1997 and for the  three  years  ended  November  30,  1998  incorporated  by
reference herein and in the  registration  statement have been audited by Amper,
Politziner & Mattia P.A.  independent  auditor as set forth in their  respective
report  thereon  incorporated  herein by reference,  and is included in reliance
upon such report given on the  authority  of such firm as experts in  accounting
and auditing.


                                       4

<PAGE>

                                 INDEMNIFICATION

     Pursuant to the Company's  certificate of incorporation and by-laws,  filed
as Exhibits  hereto,  the  Company  shall  indemnify  its  directors,  officers,
employees  and  agents  to  the  full  extent   permissible  under  the  General
Corporation Law of the State of Delaware, as effective from time to time, or any
other applicable law.

     Under Section 145 of the Delaware General  Corporation Law, the Company has
the power to indemnify directors,  officers,  employees and agents under certain
prescribed   circumstances   against  expenses   (including   attorney's  fees),
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred in  connection  with any action,  suit or  proceeding,  whether  civil,
criminal,  administrative or  investigative,  to which any of them is a party by
reason of his being a director, officer, employee, or agent of the Company if it
is  determined  that he acted in  accordance  with the  applicable  standard  of
conduct set forth in such statutory provisions.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other  than the  payment by the  Company  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
Company  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.

     The Company's  certificate  of  incorporation  and by-laws  provide that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of his or her fiduciary duty as a
director,  except  (i) for any breach of the  director's  duty of loyalty to the
Company or its  stockholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) for
paying a dividend  or  approving  a stock  repurchase  which was  illegal  under
section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper benefit.

                                       5

<PAGE>

                                     PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUSES


Item 3. Incorporation of Documents by Reference.

     The following  documents are  incorporated  in this Prospectus by reference
and made a part hereof:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended November
     30, 1998;

(b)  The Company's 1998 Annual Report to Shareholders;

(c)  The Company's  Proxy  Statement dated September 21, 1999 for Annual Meeting
     of Stockholders held October 25, 1999;

(d)  The Company's  Quarterly  Reports on Form 10-Q dated February 28, 1999, May
     31, 1999 and July 31, 1999; and

(e)  The Company's Current Reports on Form 8-K dated May 17, 1999 and August 25,
     1999.

     In addition,  all documents filed by the Company pursuant to Sections 13 or
14 of the Securities Exchange Act of 1934, as amended,  subsequent to the end of
the  fiscal  year  covered by the 1998  Annual  Report and prior the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold to deregisters all securities  remaining unsold, shall be deemed to be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date of filing of such documents.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Herbert H.  Sommer,  a partner of Sommer & Schneider  LLP, the firm passing
upon the securities covered by this registration,  is a director of the Company.
Partners of the firm,  including Mr. Sommer, own an aggregate of 125,000 options
and warrants to purchase shares of the Company's common stock.

                                       6

<PAGE>

Item 6. Indemnification of Directors and Officers.

     Pursuant to the Company's  certificate of incorporation and by-laws,  filed
as Exhibits  hereto,  the  Company  shall  indemnify  its  directors,  officers,
employees  and  agents  to  the  full  extent   permissible  under  the  General
Corporation Law of the State of Delaware, as effective from time to time, or any
other applicable law.

     Under Section 145 of the Delaware General  Corporation Law, the Company has
the power to indemnify directors,  officers,  employees and agents under certain
prescribed   circumstances   against  expenses   (including   attorney's  fees),
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred in  connection  with any action,  suit or  proceeding,  whether  civil,
criminal,  administrative or  investigative,  to which any of them is a party by
reason of his being a director, officer, employee, or agent of the Company if it
is  determined  that he acted in  accordance  with the  applicable  standard  of
conduct set forth in such statutory provisions.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other  than the  payment by the  Company  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
Company  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.

     The Company's  certificate  of  incorporation  and by-laws  provide that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of his or her fiduciary duty as a
director,  except  (i) for any breach of the  director's  duty of loyalty to the
Company or its  stockholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) for
paying a dividend  or  approving  a stock  repurchase  which was  illegal  under
section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper benefit.

Item 7. Exemption From Registration Claimed.

        Not Applicable.


                                       7

<PAGE>

Item 8. Exhibits.

         Number   Description
         ------   -----------

          4.1     Q-Med, Inc. 1997 Equity Incentive Plan

          4.2     Form of Warrant Agreement

          5.1     Consent and Opinion of Sommer & Schneider LLP

         23.1     Consent of Amper Politziner and Mattia, P.A.

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:

     (a)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933.

     (b)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

     (c)  To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.

     Provided,  however,  that paragraphs  (1)(a) and (1)(b) do not apply if the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective  amendment by this paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                       8

<PAGE>

     (4) 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 the 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.

     (5) To deliver or cause to be delivered with the prospectus, to each person
to whom the  prospectus  is sent or given,  the latest annual report to security
holders  that is  incorporated  by  reference in the  prospectus  and  furnished
pursuant to and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act of 1934;  and,  where  interim  financial  information
required to be presented by Article 3 of Regulation  S-X is not set forth in the
prospectus,  to deliver,  or cause to be  delivered,  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

     (6) To  deliver  or  cause to be  delivered  with  the  prospectus  to each
employee to whom the  prospectus  is sent or given,  a copy of the  registrant's
annual  report to  stockholders  for its last fiscal year,  unless such employee
otherwise  has  received a copy of such report,  in which case the  registration
shall state in the prospectus that it will promptly  furnish,  without charge, a
copy of such report on written request of the employee.  If the last fiscal year
of the registrant has ended within 120 days prior to the use of the  prospectus,
the annual  report of the  registrant  for the  preceding  fiscal year may be so
delivered,  but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.

     (7) To transmit or cause to be transmitted  to all employees  participating
in the Plans who do not otherwise  receive such material as  stockholders of the
registrant,  at  the  time  and in the  manner  such  material  is  sent  to its
stockholders,  copies of all reports,  proxy statements and other communications
distributed to its stockholders generally.



                                       9

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Laurence Harbor, State of New Jersey, on December 21,
1999.

                                            Q-MED, INC.


                                            /s/ Michael W. Cox
                                            -------------------------
                                            Michael W. Cox, President

     Know all  persons  by these  presents,  that each  person  whose  signature
appears below,  constitutes and appoints Michael W. Cox and Debra Fenton jointly
and severally, his attorneys-in-fact,  each with the power of substitution,  for
him in any and  all  capacities,  to sign  any  amendment  to this  Registration
Statement  on Form S-8 and to file the same  with  exhibits  thereto  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

Signatures                                            Date
----------                                            ----

/s/ Michael W. Cox                                    December 21, 1999
------------------------------
Michael W. Cox
President and Director


/s/ Richard I. Levin                                  December 21, 1999
------------------------------
Richard I. Levin
Director


/s/ David Feldman                                     December 21, 1999
------------------------------
David Feldman
Director


/s/ Robert A. Burns                                   December 21, 1999
------------------------------
Robert A. Burns
Director


                                       10

<PAGE>

/s/ A. Bruce Campbell                                 December 21, 1999
------------------------------
A. Bruce Campbell
Director


/s/ Herbert H. Sommer                                 December 21, 1999
------------------------------
Herbert H. Sommer
Director


/s/ Debra Fenton                                      December 21, 1999
------------------------------
Debra Fenton
Controller


                                       11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32071}]
{"company-data": {"conformed-name": "Q MED INC", "cik": "0000729213", "assigned-sic": "3845", "irs-number": "222468665", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93695", "film-number": "99781609"}, "business-address": {"street1": "100 METRO PARK S", "street2": "3RD FLOOR", "city": "LAURENCE HARBOR", "state": "NJ", "zip": "08878", "phone": "7325662666"}, "mail-address": {"street1": "100 METRO PARK SOUTH", "city": "LAURENCE", "state": "NJ", "zip": "08878"}}
As filed with the Securities and Exchange Commission on December ___,1999
                              Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

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

                                   Q-MED, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                              22-2468655
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

100 Metro Park South, Laurence Harbor, NJ                              08878
(Address of Principal Executive Offices)                            (Zip Code)

                     Q-Med, Inc. 1997 Equity Incentive Plan
                        Warrants Granted as Compensation
                         Pursuant to Written Agreements
                            (Full title of the Plan)

                                 Michael W. Cox
                                   Q-Med, Inc.
                              100 Metro Park South
                            Laurence Harbor, NJ 08878
                     (Name and address of agent for service)

                                 (732) 566-2666
                        (Telephone number, including area
                           code of agent for service)

     Approximate  date of  commencement  of proposed  sale to the  public:  Upon
exercise of the options  granted under the Stock Option  Plans,  but in no event
prior to the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE

                                         Proposed     Proposed
                                         maximum      maximum
Title of                 Amount          offering     aggregate     Amount of
securities to be         to be           price per    offering      registration
registered               registered(1)   share        price         fee(2)
--------------------------------------------------------------------------------
Common Stock,
$.001 par value,
issuable pursuant
to the Plan                 600,000        $4.94     $2,964,000      $  782.50
Common Stock(3)             215,000        $1.67        359,050          94.79
Common Stock(3)              60,000        $3.00        180,000          47.59
Common Stock(3)              65,000        $3.6438      336,487          88.83
                                                                     ---------
                                                                     $1,013.21

---------
(1) The  aggregate  amount of  securities  registered  hereunder is 940,000
shares of common  stock which have been  authorized  and  reserved  for issuance
under the Plans.  Pursuant to Rule 416  promulgated  under the Securities Act of
1933, as amended,  this Registration  Statement covers such additional shares of
common  stock to be offered or issued to prevent  dilution as a result of future
stock splits, stock dividends or similar transactions.

     (2) The fee with  respect to these shares has been  calculated  pursuant to
Rules  457(h) and  457(c)  under the  Securities  Act of 1933 and based upon the
average of the bid and ask prices per share of the Registrant's  Common Stock on
November 4, 1999 a date within five (5) days prior to the date of filing of this
Registration Statement, as reported by NASDAQ.

     (3) Issuable  upon the exercise of Warrants  granted to certain  directors,
former directors and consultants of the Company.

                                EXPLANATORY NOTE

     The Reoffer Prospectus,  filed as part of this Registration Statement,  has
been prepared in accordance  with the  requirements of Form S-3 and will be used
for offers of Common Stock of Q-Med,  Inc. (the "Company"),  acquired by persons
who may be deemed to be  affiliates  of the  Company (as that term is defined in
Rule 405 under the Securities Act of 1933, as amended) pursuant to the Company's
1997 Equity Incentive Plan (the "Plan").
Q-MED, INC.

                              CROSS REFERENCE SHEET

                    Between Items of Form S-3 and Prospectus
                    Pursuant to Rule 501(b) of Regulation S-K

     Registration Statement
     Item and Heading                                  Location in Prospectus
     ----------------                                  ----------------------

1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus........................  Cover Page

2.   Inside Front and Outside Back
     Cover Pages of Prospectus.......................  Inside Cover Page

3.   Summary Information, Risk
     Factors and Ratio of Earnings
     to Fixed Charges................................  Introduction

4.   Use of Proceeds.................................  Not applicable

5.   Determination of Offering Price.................  Not applicable

6.   Dilution........................................  Not applicable

7.   Selling Security Holders........................  Cover Page, Selling
                                                       Shareholders

8.   Plan of Distribution............................  Selling Shareholders

9.   Description of Securities
     to be Registered................................  Documents Incorporated by
                                                       Reference

10.  Interests of Named Experts
     and Counsel.....................................  Legal Opinion and Experts

11.  Material Changes................................  Not applicable

12.  Incorporation of Certain
     Information by Reference........................  Documents Incorporated by
                                                       Reference

13.  Disclosure of Commission
     Position on Indemnification of
     Securities Act Liabilities......................  Indemnification
REOFFER PROSPECTUS

                                   Q-Med, Inc.

                                 940,000 Shares
                                  Common Stock
                                 $.001 par value

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

     This  Prospectus is being used in connection with the offering from time to
time by certain  shareholders of Q-Med, Inc.  ("Selling  Shareholders") or their
successors in interest of shares of the Common Stock ($.001 par value) of Q-Med,
Inc.  ("Common  Stock")  which have been or may be acquired upon the exercise of
stock options or stock awards pursuant to the Q-Med,  Inc. 1997 Equity Incentive
Plan (the "Incentive  Plan" or "Plan") and upon the exercise of warrants granted
as compensation to certain  directors,  former  directors and consultants of the
Company.

     The Common Stock may be sold from time to time by the Selling  Shareholders
or by pledgees, donees, transferees, or other successors in interest. Such sales
may be made in the  over-the-counter  market or otherwise at prices and at terms
then  prevailing or at prices  related to the then current  market price,  or in
negotiated  transactions.  The  Common  Stock  may be sold by one or more of the
following:  (a) a block  trade in which the  broker or  dealer so  engaged  will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the  transaction;  (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchases.  In effecting sales,  brokers, or dealers engaged
by the  Selling  Shareholders  may  arrange  for other  brokers  or  dealers  to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
Selling Shareholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales.  In addition,  any securities
covered by this  Prospectus  which  qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this  Prospectus.  Q-Med,  Inc. will
not receive any of the proceeds from the sale of these  shares,  although it has
paid the  expenses of preparing  this  Prospectus  and the related  Registration
Statement.

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

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

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

     The last sale price of Q-Med,  Inc.  Common Stock as reported by the NASDAQ
SmallCap Market on December 20, 1999 was $4.94.

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

     The date of this Prospectus is December 21, 1999.
NO  DEALER,  SALESMAN  OR ANY  OTHER  PERSON  HAS BEEN  AUTHORIZED  TO GIVE
INFORMATION  OR TO MAKE  REPRESENTATIONS  NOT  CONTAINED IN THIS  PROSPECTUS  IN
CONNECTION WITH THE OFFERING  CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION
OR  REPRESENTATION  MUST NOT BE RELIED  UPON AS HAVING  BEEN  AUTHORIZED  BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER
THAN THOSE TO WHICH IT RELATES  OR IN ANY STATE OR OTHER  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR  ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY  CIRCUMSTANCES,  CREATE  ANY
IMPLICATION  THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE  COMPANY  SINCE
THE DATE HEREOF OR SINCE THE DATES AS OF WHICH INFORMATION IS SET FORTH HEREIN.

                              AVAILABLE INFORMATION

     The  Company  has  filed a  Registration  Statement  on Form S-8  under the
Securities Act with respect to the Common Stock offered hereby. This Prospectus,
which  constitutes a part of the  Registration  Statement,  omits certain of the
information  contained  in the  Registration  Statement  and  the  exhibits  and
schedules thereto on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder.  For further information
with  respect to the  Company  and its Common  Stock,  reference  is made to the
Registration  Statement  and the  exhibits  and  schedules  thereto.  Statements
contained in this  Prospectus  regarding  the contents of any agreement or other
document filed as an exhibit to the  Registration  Statement are not necessarily
complete,  and in each instance  reference is made to the copy of such agreement
filed as an exhibit to the  Registration  Statement,  each such statement  being
qualified  in all  respects  by  such  reference.  The  Registration  Statement,
including the exhibits and schedules thereto, can be inspected and copied at the
Commission's offices as described above.

     The  Company is subject to the  reporting  requirements  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  annual  and  quarterly  reports,  proxy  statements  and other
information  with the  Commission.  Such  reports,  proxy  statements  and other
information   filed  by  the  Company  with  the  Commission   pursuant  to  the
informational  requirements  of the Exchange Act may be inspected  and copied at
the  public  reference  facilities  maintained  by the  Commission  at 450 Fifth
Street, N.W., Room 1024, Judiciary Plaza, Washington,  D.C. 20549, as well as at
the Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York,
New York  10048 and  Citicorp  Center,  500 West  Madison  Street,  Suite  1400,
Chicago,  Illinois 60661.  Copies of such material may be obtained at prescribed
rates from the Public  Reference  Room of the  Commission  at 450 Fifth  Street,
N.W.,  Judiciary  Plaza,  Washington,  D.C.  20549.  Information  concerning the
operation of the Public Reference Room may be obtained by calling the Commission
at   1-800-SEC-0330.    The   Commission   maintains   an   Internet   site   at
http://www.sec.gov  that contains reports,  proxy and information statements and
other  information  regarding  registrants,  including  the  Company,  that file
electronically with the Commission.

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

                                       1
The  Company  will  provide  without  charge  to each  person  to whom this
Prospectus is delivered,  upon written or oral request of such person, a copy of
any and all of the information that has been or may be incorporated by reference
in this  Prospectus  but is not  delivered  with  this  Prospectus  (other  than
exhibits to such information  unless such exhibits are incorporated by reference
in this Prospectus).  Such requests may be mailed to Q-Med, Inc., 100 Metro Park
South,  Laurence Harbor,  New Jersey 08878,  Attention:  Debra Fenton, or may be
made by telephone to Ms. Fenton at (908) 566-2666.

                                       2
TABLE OF CONTENTS

                                                                      Page
                                                                      ----

AVAILABLE INFORMATION...........................................        1

SELLING SHAREHOLDERS............................................        4

DOCUMENTS INCORPORATED BY REFERENCE.............................        4

EXPERTS.........................................................        4

LEGAL OPINION...................................................        4

INDEMNIFICATION ................................................        5

                                       3
SELLING SHAREHOLDERS

     Shares of Common Stock may be offered by certain officers and directors who
are to be named  in one or more  supplements  to this  Prospectus,  who  acquire
shares pursuant to the exercise of options or stock grants pursuant to the Plan.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The following  documents are  incorporated  in this Prospectus by reference
and made a part hereof:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended November
     30, 1998;

(b)  The Company's 1998 Annual Report to Shareholders;

(c)  The Company's  Proxy  Statement dated September 21, 1999 for Annual Meeting
     of Stockholders held October 25, 1999;

(d)  The Company's  Quarterly  Reports on Form 10-Q dated February 28, 1999, May
     31, 1999 and July 31, 1999; and

(e)  The Company's Current Reports on Form 8-K dated May 17, 1999 and August 25,
     1999.

     In addition,  all documents filed by the Company pursuant to Sections 13 or
14 of the Securities Exchange Act of 1934, as amended,  subsequent to the end of
the fiscal year covered by the 1998 Annual  Report and prior to the  termination
of the offering of securities  hereunder,  shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.

                                     EXPERTS

     The consolidated  financial  statements of the Company at November 30, 1998
and 1997 and for the  three  years  ended  November  30,  1998  incorporated  by
reference herein and in the  registration  statement have been audited by Amper,
Politziner & Mattia P.A.,  independent  auditor as set forth in their respective
report  thereon  incorporated  herein by reference,  and is included in reliance
upon such report given on the  authority  of such firm as experts in  accounting
and auditing.

                                  LEGAL OPINION

     The consolidated  financial  statements of the Company at November 30, 1998
and 1997 and for the  three  years  ended  November  30,  1998  incorporated  by
reference herein and in the  registration  statement have been audited by Amper,
Politziner & Mattia P.A.  independent  auditor as set forth in their  respective
report  thereon  incorporated  herein by reference,  and is included in reliance
upon such report given on the  authority  of such firm as experts in  accounting
and auditing.

                                       4
INDEMNIFICATION

     Pursuant to the Company's  certificate of incorporation and by-laws,  filed
as Exhibits  hereto,  the  Company  shall  indemnify  its  directors,  officers,
employees  and  agents  to  the  full  extent   permissible  under  the  General
Corporation Law of the State of Delaware, as effective from time to time, or any
other applicable law.

     Under Section 145 of the Delaware General  Corporation Law, the Company has
the power to indemnify directors,  officers,  employees and agents under certain
prescribed   circumstances   against  expenses   (including   attorney's  fees),
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred in  connection  with any action,  suit or  proceeding,  whether  civil,
criminal,  administrative or  investigative,  to which any of them is a party by
reason of his being a director, officer, employee, or agent of the Company if it
is  determined  that he acted in  accordance  with the  applicable  standard  of
conduct set forth in such statutory provisions.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other  than the  payment by the  Company  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
Company  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.

     The Company's  certificate  of  incorporation  and by-laws  provide that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of his or her fiduciary duty as a
director,  except  (i) for any breach of the  director's  duty of loyalty to the
Company or its  stockholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) for
paying a dividend  or  approving  a stock  repurchase  which was  illegal  under
section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper benefit.

                                       5
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUSES

Item 3. Incorporation of Documents by Reference.

     The following  documents are  incorporated  in this Prospectus by reference
and made a part hereof:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended November
     30, 1998;

(b)  The Company's 1998 Annual Report to Shareholders;

(c)  The Company's  Proxy  Statement dated September 21, 1999 for Annual Meeting
     of Stockholders held October 25, 1999;

(d)  The Company's  Quarterly  Reports on Form 10-Q dated February 28, 1999, May
     31, 1999 and July 31, 1999; and

(e)  The Company's Current Reports on Form 8-K dated May 17, 1999 and August 25,
     1999.

     In addition,  all documents filed by the Company pursuant to Sections 13 or
14 of the Securities Exchange Act of 1934, as amended,  subsequent to the end of
the  fiscal  year  covered by the 1998  Annual  Report and prior the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold to deregisters all securities  remaining unsold, shall be deemed to be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date of filing of such documents.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Herbert H.  Sommer,  a partner of Sommer & Schneider  LLP, the firm passing
upon the securities covered by this registration,  is a director of the Company.
Partners of the firm,  including Mr. Sommer, own an aggregate of 125,000 options
and warrants to purchase shares of the Company's common stock.

                                       6
Item 6. Indemnification of Directors and Officers.

     Pursuant to the Company's  certificate of incorporation and by-laws,  filed
as Exhibits  hereto,  the  Company  shall  indemnify  its  directors,  officers,
employees  and  agents  to  the  full  extent   permissible  under  the  General
Corporation Law of the State of Delaware, as effective from time to time, or any
other applicable law.

     Under Section 145 of the Delaware General  Corporation Law, the Company has
the power to indemnify directors,  officers,  employees and agents under certain
prescribed   circumstances   against  expenses   (including   attorney's  fees),
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred in  connection  with any action,  suit or  proceeding,  whether  civil,
criminal,  administrative or  investigative,  to which any of them is a party by
reason of his being a director, officer, employee, or agent of the Company if it
is  determined  that he acted in  accordance  with the  applicable  standard  of
conduct set forth in such statutory provisions.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other  than the  payment by the  Company  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
Company  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.

     The Company's  certificate  of  incorporation  and by-laws  provide that no
director  of the  Company  shall be  personally  liable  to the  Company  or its
stockholders  for monetary  damages for breach of his or her fiduciary duty as a
director,  except  (i) for any breach of the  director's  duty of loyalty to the
Company or its  stockholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) for
paying a dividend  or  approving  a stock  repurchase  which was  illegal  under
section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper benefit.

Item 7. Exemption From Registration Claimed.

        Not Applicable.

                                       7
Item 8. Exhibits.

         Number   Description
         ------   -----------

          4.1     Q-Med, Inc. 1997 Equity Incentive Plan

          4.2     Form of Warrant Agreement

          5.1     Consent and Opinion of Sommer & Schneider LLP

         23.1     Consent of Amper Politziner and Mattia, P.A.

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:

     (a)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933.

     (b)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

     (c)  To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.

     Provided,  however,  that paragraphs  (1)(a) and (1)(b) do not apply if the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective  amendment by this paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                       8
(4) 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 the 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.

     (5) To deliver or cause to be delivered with the prospectus, to each person
to whom the  prospectus  is sent or given,  the latest annual report to security
holders  that is  incorporated  by  reference in the  prospectus  and  furnished
pursuant to and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act of 1934;  and,  where  interim  financial  information
required to be presented by Article 3 of Regulation  S-X is not set forth in the
prospectus,  to deliver,  or cause to be  delivered,  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

     (6) To  deliver  or  cause to be  delivered  with  the  prospectus  to each
employee to whom the  prospectus  is sent or given,  a copy of the  registrant's
annual  report to  stockholders  for its last fiscal year,  unless such employee
otherwise  has  received a copy of such report,  in which case the  registration
shall state in the prospectus that it will promptly  furnish,  without charge, a
copy of such report on written request of the employee.  If the last fiscal year
of the registrant has ended within 120 days prior to the use of the  prospectus,
the annual  report of the  registrant  for the  preceding  fiscal year may be so
delivered,  but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.

     (7) To transmit or cause to be transmitted  to all employees  participating
in the Plans who do not otherwise  receive such material as  stockholders of the
registrant,  at  the  time  and in the  manner  such  material  is  sent  to its
stockholders,  copies of all reports,  proxy statements and other communications
distributed to its stockholders generally.

                                       9
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Laurence Harbor, State of New Jersey, on December 21,
1999.

                                            Q-MED, INC.

                                            /s/ Michael W. Cox
                                            -------------------------
                                            Michael W. Cox, President

     Know all  persons  by these  presents,  that each  person  whose  signature
appears below,  constitutes and appoints Michael W. Cox and Debra Fenton jointly
and severally, his attorneys-in-fact,  each with the power of substitution,  for
him in any and  all  capacities,  to sign  any  amendment  to this  Registration
Statement  on Form S-8 and to file the same  with  exhibits  thereto  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

Signatures                                            Date
----------                                            ----

/s/ Michael W. Cox                                    December 21, 1999
------------------------------
Michael W. Cox
President and Director

/s/ Richard I. Levin                                  December 21, 1999
------------------------------
Richard I. Levin
Director

/s/ David Feldman                                     December 21, 1999
------------------------------
David Feldman
Director

/s/ Robert A. Burns                                   December 21, 1999
------------------------------
Robert A. Burns
Director

                                       10
/s/ A. Bruce Campbell                                 December 21, 1999
------------------------------
A. Bruce Campbell
Director

/s/ Herbert H. Sommer                                 December 21, 1999
------------------------------
Herbert H. Sommer
Director

/s/ Debra Fenton                                      December 21, 1999
------------------------------
Debra Fenton
Controller

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