<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER  24, 1996

                                                   REGISTRATION NO. 333-________
                                                                                
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933


                         HEALTHDYNE TECHNOLOGIES, INC.
                         -----------------------------
             (Exact Name of Registrant as Specified in its Charter)

              Georgia                                    52-1756497
------------------------------------                     ----------
 (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
  Incorporation or Organization)   
   


                             1255 Kennestone Circle
                            Marietta, Georgia 30066
                   -------------------------------------------
                    (Address of Principal Executive Offices)


                         HEALTHDYNE TECHNOLOGIES, INC.
                             1996 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)


                             Leslie R. Jones, Esq.
                             1255 Kennestone Circle
                            Marietta,  Georgia 30066
                   ------------------------------------------
                    (Name and Address of Agent for Service)

                                  770-499-1212
       -----------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)

<TABLE> 
<CAPTION> 
                                                CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
                                                Proposed maximum            Proposed maximum
Title of securities to be      Amount to be     offering price per share    aggregate offering price   Amount of registration
 registered                    registered (1)   (2)                         (2)                        fee (2)
-----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>                         <C>                        <C>  
Common Stock, par value
 $.01 per share, along with
 associated preferred stock
 purchase rights               750,000 shares         $9 1/16                  $6,796,875                   $2,343.75
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


   (1)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions as provided in the Healthdyne
Technologies, Inc. 1996 Stock Option Plan.

   (2)  Pursuant to Rule 457(h)(1), these figures are based upon the average of
the high ($9 1/4) and low ($8 7/8) prices paid for a share of the Company's
Common Stock on October 22, 1996, as reported by the Nasdaq National Market, and
are used solely for the purpose of calculating the registration fee.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

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

          The undersigned registrant ("Registrant") hereby incorporates by
reference into this registration statement a copy of the following:

          (a) The Registrant's annual report on Form 10-K for the fiscal year
              ended December 31, 1995;

          (b) The Registrant's quarterly report on Form 10-Q for the quarter 
              ended March 31, 1996 and June 30, 1996; and

          (c) The description of the Registrant's capital stock contained in its
              Form 8-A, as amended, filed under the Securities Exchange Act of
              1934, as amended (the "Exchange Act"), including any amendment or
              report filed for the purpose of updating such description.

          In addition, all documents filed subsequent to the date of this
registration statement by the undersigned Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, and prior to the filing of a post-
effective amendment hereto, which either indicates that all shares of Common
Stock offered hereby have been sold or deregisters any shares of such Common
Stock then remaining unsold, shall be deemed to have been incorporated by
reference into this registration statement.


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

          Not applicable.


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

          The legality of the shares offered hereby is being passed upon for the
Company by Troutman Sanders LLP, Atlanta, Georgia.  Carl E. Sanders, Chairman of
Troutman Sanders LLP, is the beneficial owner of 27,222 shares of Common Stock
of the Company as of October 1, 1996.


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

          Under the Georgia Business Corporation Code (the "Georgia Code"), the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including under the Securities
Act of 1933, as amended.  The Registrant's By-Laws provide that the Registrant
will indemnify its directors and officers to the fullest extent permitted by
law.  In addition, the Registrant's Articles of Incorporation provide that a
director of the Registrant shall not be personally liable to the Registrant or
its shareholders for monetary damages for breach of the duty of care or other
duty as a director, provided that this provision does not apply to liability (i)
for any appropriation, in violation of the director's duties, of any business
opportunity of the registrant, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
the types of liability set forth in Section 14-2-832 of the Georgia Code, or
(iv) for any transaction from which the director derived an improper personal
benefit.

                                      II-1
<PAGE>
 
          Section 14-2-851 of the Georgia Code gives a corporation power to
indemnify or obligate itself to indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if he acted in a manner he believed in good faith to be in or not
opposed to the best interests of the corporation and, in the case of any
criminal proceeding, he has no reasonable cause to believe his conduct was
unlawful, except that no indemnification shall be made in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in connection with any other proceeding in
which he was adjudged liable on the basis that personal benefit was improperly
received by him.

          The By-Laws of the Registrant provide in substance that a director or
officer of the Registrant, or a party serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Registrant to the maximum
extent permitted by the Georgia Code.

          The Registrant has an insurance policy covering its liabilities and
expenses which might arise in connection with its lawful indemnification of its
directors and officers for certain of their liabilities and expenses and also
covering its officers and directors against certain other liabilities and
expenses.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ------------------------------------

          Not applicable.


ITEM 8.   EXHIBITS.
          ---------

          Exhibit
          Number    Description
          ------    -----------

          4.1(a)    Articles of Incorporation of the Company (filed as Exhibit
                    3.1(a) to the Company's Registration Statement on Form S-1
                    (Registration No. 33-60708) (the "Form S-1") and
                    incorporated herein by reference)).

          4.1(b)    Articles of Amendment to the Articles of Incorporation of
                    the Company (filed as Exhibit 3.1(b) to the Form S-1 and
                    incorporated herein by reference).

          4.1(c)    Articles of Amendment to the Articles of Incorporation
                    (filed as Exhibit 3.1(c) to the Company's Annual Report on
                    Form 10-K for the year ended December 31, 1995 (the "Form 
                    10-K") and incorporated herein by reference).

          4.2       By-Laws of the Company, as amended (filed as Exhibit 3.2 to
                    the Form 10-K and incorporated herein by reference).
                    
          4.3       Shareholder Rights Agreement dated as of May 22, 1995
                    between the Registrant and Trust Company Bank, (filed as
                    Exhibit 1 to the Form 8-A dated May 19, 1995 and
                    incorporated herein by reference).

                                      II-2
<PAGE>
 
          5         Opinion of Troutman Sanders LLP.

          23.1      Consent of KMPG Peat Marwick LLP.

          23.2      Consent of Troutman Sanders LLP (contained in its opinion
                    filed as Exhibit 5).
 

ITEM 9.   UNDERTAKINGS.
          -------------

          (a) Rule 415 offerings.  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:

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

                  (ii)  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. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high and of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement.

                  (iii) 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 (a)(1)(i) and (a)(1)(ii) do not
              apply if the information required to be included in a post-
              effective amendment by those paragraphs is contained in periodic
              reports filed with or furnished to the Commission 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.

                                      II-3
<PAGE>
 
          (b) Filings incorporating subsequent Exchange Act documents by
          reference. 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 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.

          (h) Filing of registration statement on Form S-8. Insofar as
          indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers and controlling persons
          of the Registrant pursuant to the foregoing provisions, or otherwise,
          the Registrant 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 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.


                  Remainder of page intentionally left blank.

                                      II-4
<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 Marietta, State of Georgia, on
     this 23/rd/ day of October, 1996.


                                                HEALTHDYNE TECHNOLOGIES, INC.

                                     By:   /s/ Craig B. Reynolds
                                           -------------------------------------
                                           Craig B. Reynolds
                                           Chief Executive Officer and President

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Craig B. Reynolds, M. Wayne Boylston
     and Leslie R. Jones, and each of them, his true and lawful attorneys-in-
     fact and agents, 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 to this registration statement, and to file the
     same, with all exhibits thereto, and other documents in connection
     therewith with the Securities and Exchange Commission, granting unto said
     attorneys-in-fact and agents full power and authority to do and to perform
     each and every act and thing requisite and necessary to be done in and
     about the premises, as fully and to all intents and purposes as he might or
     would do in person, hereby ratifying and confirming all that said
     attorneys-in-fact and agents, or their substitutes, may lawfully do or
     cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
Signature                               Title                  Date
----------------------------  -------------------------  ----------------
<S>                           <C>                        <C>
 
/s/ Craig B. Reynolds         Chief Executive Officer,   October 23, 1996
----------------------------  President and Director
Craig B. Reynolds
 
                              Director                   October 23, 1996
----------------------------
Parker H. Petit
 
/s/ M. Wayne Boylston         Vice President - Finance,  October 23, 1996
----------------------------  Chief Financial Officer 
M. Wayne Boylston             and Treasurer            
                              
 
 
/s/ J. Terry Dewberry         Director                   October 23, 1996
----------------------------
J. Terry Dewberry
 
/s/ Alexander H. Lorch        Director                   October 23, 1996
----------------------------
Alexander H. Lorch
 
                              Director                   October 23, 1996
----------------------------
J. Leland Strange
 
/s/ James J. Wellman, M.D.    Director                   October 23, 1996
----------------------------
James J. Wellman, M.D.
 
/s/ J. Paul Yokubinas         Director                   October 23, 1996
----------------------------
J. Paul Yokubinas
</TABLE>

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


     Exhibit
     Number                         Description
     ------                         -----------

     4.1(a)    Articles of Incorporation of the Company (filed as Exhibit 3.1(a)
               to the Company's Registration Statement on Form S-1 (Registration
               No. 33-60708) (the "Form S-1") and incorporated herein by
               reference)).

     4.1(b)    Articles of Amendment to the Articles of Incorporation of the
               Company (filed as Exhibit 3.1(b) to the Form S-1 and incorporated
               herein by reference).

     4.1(c)    Articles of Amendment to the Articles of Incorporation (filed as
               Exhibit 3.1(c) to the Company's Annual Report on Form 10-K for
               the year ended December 31, 1995 (the "Form 10-K") and
               incorporated herein by reference).

     4.2       By-Laws of the Company, as amended (filed as Exhibit 3.2 to the
               Form 10-K and incorporated herein by reference).

     4.3       Shareholder Rights Agreement dated as of May 22, 1995 between the
               Registrant and Trust Company Bank, (filed as Exhibit 1 to the
               Form 8-A dated May 19, 1995 and incorporated herein by
               reference).

     5         Opinion of Troutman Sanders LLP.

     23.1      Consent of KMPG Peat Marwick LLP.

     23.2      Consent of Troutman Sanders LLP (contained in its opinion filed
               as Exhibit 5).
               

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "1996 STOCK OPTION PLAN", "secsgml_size_bytes": 20882}]
{"company-data": {"conformed-name": "HEALTHDYNE TECHNOLOGIES INC", "cik": "0000900307", "assigned-sic": "3841", "irs-number": "521756497", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14765", "film-number": "96647433"}, "business-address": {"street1": "1255 KENNESTONE CIRCLE", "city": "MARIETTA", "state": "GA", "zip": "30066", "phone": "4044234500"}, "mail-address": {"street1": "1255 KENNESTONE CIRCLE", "city": "MARIETTA", "state": "GA", "zip": "30066"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER  24, 1996

                                                   REGISTRATION NO. 333-________
                                                                                
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

                         HEALTHDYNE TECHNOLOGIES, INC.
                         -----------------------------
             (Exact Name of Registrant as Specified in its Charter)

              Georgia                                    52-1756497
------------------------------------                     ----------
 (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
  Incorporation or Organization)   
   

                             1255 Kennestone Circle
                            Marietta, Georgia 30066
                   -------------------------------------------
                    (Address of Principal Executive Offices)

                         HEALTHDYNE TECHNOLOGIES, INC.
                             1996 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

                             Leslie R. Jones, Esq.
                             1255 Kennestone Circle
                            Marietta,  Georgia 30066
                   ------------------------------------------
                    (Name and Address of Agent for Service)

                                  770-499-1212
       -----------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
                                                Proposed maximum            Proposed maximum
Title of securities to be      Amount to be     offering price per share    aggregate offering price   Amount of registration
 registered                    registered (1)   (2)                         (2)                        fee (2)
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share, along with
 associated preferred stock
 purchase rights               750,000 shares         $9 1/16                  $6,796,875                   $2,343.75
-----------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions as provided in the Healthdyne
Technologies, Inc. 1996 Stock Option Plan.

   (2)  Pursuant to Rule 457(h)(1), these figures are based upon the average of
the high ($9 1/4) and low ($8 7/8) prices paid for a share of the Company's
Common Stock on October 22, 1996, as reported by the Nasdaq National Market, and
are used solely for the purpose of calculating the registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

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

          The undersigned registrant ("Registrant") hereby incorporates by
reference into this registration statement a copy of the following:

          (a) The Registrant's annual report on Form 10-K for the fiscal year
              ended December 31, 1995;

          (b) The Registrant's quarterly report on Form 10-Q for the quarter 
              ended March 31, 1996 and June 30, 1996; and

          (c) The description of the Registrant's capital stock contained in its
              Form 8-A, as amended, filed under the Securities Exchange Act of
              1934, as amended (the "Exchange Act"), including any amendment or
              report filed for the purpose of updating such description.

          In addition, all documents filed subsequent to the date of this
registration statement by the undersigned Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, and prior to the filing of a post-
effective amendment hereto, which either indicates that all shares of Common
Stock offered hereby have been sold or deregisters any shares of such Common
Stock then remaining unsold, shall be deemed to have been incorporated by
reference into this registration statement.

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

          Not applicable.

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

          The legality of the shares offered hereby is being passed upon for the
Company by Troutman Sanders LLP, Atlanta, Georgia.  Carl E. Sanders, Chairman of
Troutman Sanders LLP, is the beneficial owner of 27,222 shares of Common Stock
of the Company as of October 1, 1996.

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

          Under the Georgia Business Corporation Code (the "Georgia Code"), the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including under the Securities
Act of 1933, as amended.  The Registrant's By-Laws provide that the Registrant
will indemnify its directors and officers to the fullest extent permitted by
law.  In addition, the Registrant's Articles of Incorporation provide that a
director of the Registrant shall not be personally liable to the Registrant or
its shareholders for monetary damages for breach of the duty of care or other
duty as a director, provided that this provision does not apply to liability (i)
for any appropriation, in violation of the director's duties, of any business
opportunity of the registrant, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
the types of liability set forth in Section 14-2-832 of the Georgia Code, or
(iv) for any transaction from which the director derived an improper personal
benefit.

                                      II-1
Section 14-2-851 of the Georgia Code gives a corporation power to
indemnify or obligate itself to indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if he acted in a manner he believed in good faith to be in or not
opposed to the best interests of the corporation and, in the case of any
criminal proceeding, he has no reasonable cause to believe his conduct was
unlawful, except that no indemnification shall be made in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in connection with any other proceeding in
which he was adjudged liable on the basis that personal benefit was improperly
received by him.

          The By-Laws of the Registrant provide in substance that a director or
officer of the Registrant, or a party serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Registrant to the maximum
extent permitted by the Georgia Code.

          The Registrant has an insurance policy covering its liabilities and
expenses which might arise in connection with its lawful indemnification of its
directors and officers for certain of their liabilities and expenses and also
covering its officers and directors against certain other liabilities and
expenses.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ------------------------------------

          Not applicable.

ITEM 8.   EXHIBITS.
          ---------

          Exhibit
          Number    Description
          ------    -----------

          4.1(a)    Articles of Incorporation of the Company (filed as Exhibit
                    3.1(a) to the Company's Registration Statement on Form S-1
                    (Registration No. 33-60708) (the "Form S-1") and
                    incorporated herein by reference)).

          4.1(b)    Articles of Amendment to the Articles of Incorporation of
                    the Company (filed as Exhibit 3.1(b) to the Form S-1 and
                    incorporated herein by reference).

          4.1(c)    Articles of Amendment to the Articles of Incorporation
                    (filed as Exhibit 3.1(c) to the Company's Annual Report on
                    Form 10-K for the year ended December 31, 1995 (the "Form 
                    10-K") and incorporated herein by reference).

          4.2       By-Laws of the Company, as amended (filed as Exhibit 3.2 to
                    the Form 10-K and incorporated herein by reference).
                    
          4.3       Shareholder Rights Agreement dated as of May 22, 1995
                    between the Registrant and Trust Company Bank, (filed as
                    Exhibit 1 to the Form 8-A dated May 19, 1995 and
                    incorporated herein by reference).

                                      II-2
5         Opinion of Troutman Sanders LLP.

          23.1      Consent of KMPG Peat Marwick LLP.

          23.2      Consent of Troutman Sanders LLP (contained in its opinion
                    filed as Exhibit 5).
 

ITEM 9.   UNDERTAKINGS.
          -------------

          (a) Rule 415 offerings.  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:

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

                  (ii)  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. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high and of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement.

                  (iii) 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 (a)(1)(i) and (a)(1)(ii) do not
              apply if the information required to be included in a post-
              effective amendment by those paragraphs is contained in periodic
              reports filed with or furnished to the Commission 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.

                                      II-3
(b) Filings incorporating subsequent Exchange Act documents by
          reference. 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 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.

          (h) Filing of registration statement on Form S-8. Insofar as
          indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers and controlling persons
          of the Registrant pursuant to the foregoing provisions, or otherwise,
          the Registrant 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 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.

                  Remainder of page intentionally left blank.

                                      II-4
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 Marietta, State of Georgia, on
     this 23/rd/ day of October, 1996.

                                                HEALTHDYNE TECHNOLOGIES, INC.

                                     By:   /s/ Craig B. Reynolds
                                           -------------------------------------
                                           Craig B. Reynolds
                                           Chief Executive Officer and President

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Craig B. Reynolds, M. Wayne Boylston
     and Leslie R. Jones, and each of them, his true and lawful attorneys-in-
     fact and agents, 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 to this registration statement, and to file the
     same, with all exhibits thereto, and other documents in connection
     therewith with the Securities and Exchange Commission, granting unto said
     attorneys-in-fact and agents full power and authority to do and to perform
     each and every act and thing requisite and necessary to be done in and
     about the premises, as fully and to all intents and purposes as he might or
     would do in person, hereby ratifying and confirming all that said
     attorneys-in-fact and agents, or their substitutes, may lawfully do or
     cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
     registration statement has been signed by the following persons in the
     capacities and on the date indicated.
Signature                               Title                  Date
----------------------------  -------------------------  ----------------
/s/ Craig B. Reynolds         Chief Executive Officer,   October 23, 1996
----------------------------  President and Director
Craig B. Reynolds
 
                              Director                   October 23, 1996
----------------------------
Parker H. Petit
 
/s/ M. Wayne Boylston         Vice President - Finance,  October 23, 1996
----------------------------  Chief Financial Officer 
M. Wayne Boylston             and Treasurer            
                              
 
 
/s/ J. Terry Dewberry         Director                   October 23, 1996
----------------------------
J. Terry Dewberry
 
/s/ Alexander H. Lorch        Director                   October 23, 1996
----------------------------
Alexander H. Lorch
 
                              Director                   October 23, 1996
----------------------------
J. Leland Strange
 
/s/ James J. Wellman, M.D.    Director                   October 23, 1996
----------------------------
James J. Wellman, M.D.
 
/s/ J. Paul Yokubinas         Director                   October 23, 1996
----------------------------
J. Paul Yokubinas
II-5
EXHIBIT INDEX
                                 -------------

     Exhibit
     Number                         Description
     ------                         -----------

     4.1(a)    Articles of Incorporation of the Company (filed as Exhibit 3.1(a)
               to the Company's Registration Statement on Form S-1 (Registration
               No. 33-60708) (the "Form S-1") and incorporated herein by
               reference)).

     4.1(b)    Articles of Amendment to the Articles of Incorporation of the
               Company (filed as Exhibit 3.1(b) to the Form S-1 and incorporated
               herein by reference).

     4.1(c)    Articles of Amendment to the Articles of Incorporation (filed as
               Exhibit 3.1(c) to the Company's Annual Report on Form 10-K for
               the year ended December 31, 1995 (the "Form 10-K") and
               incorporated herein by reference).

     4.2       By-Laws of the Company, as amended (filed as Exhibit 3.2 to the
               Form 10-K and incorporated herein by reference).

     4.3       Shareholder Rights Agreement dated as of May 22, 1995 between the
               Registrant and Trust Company Bank, (filed as Exhibit 1 to the
               Form 8-A dated May 19, 1995 and incorporated herein by
               reference).

     5         Opinion of Troutman Sanders LLP.

     23.1      Consent of KMPG Peat Marwick LLP.

     23.2      Consent of Troutman Sanders LLP (contained in its opinion filed
               as Exhibit 5).
               

                                      II-6