As filed with the Securities and Exchange Commission on November 7, 1997
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                      ARTERIAL VASCULAR ENGINEERING, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                  94-3144218
     (State of Incorporation)               (I.R.S. Employer Identification No.)

                               3576 Unocal Place
                          Santa Rosa, California 95403
                    (Address of principal executive offices)


                           1996 Equity Incentive Plan
                           (Full title of the plans)


                               Lawrence J. Fassler
                          General Counsel and Secretary
                       Arterial Vascular Engineering, Inc.
                                3576 Unocal Place
                          Santa Rosa, California 95403
                                 (707) 525-0111
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
<TABLE>
                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
========================== ====================== ========================== =========================== ===========================
                                                      Proposed Maximum            Proposed Maximum
 Title of Securities to        Amount to be            Offering Price            Aggregate Offering             Amount of
      be Registered             Registered              Per Share (1)                Price (1)              Registration Fee
========================== ====================== ========================== =========================== ===========================
<S>                              <C>                   <C>                         <C>                         <C>
Stock Options and Common
Stock (par value $.001)          1,000,000             $54.125 - $54.25            $54,250,000                 $16,402.39
========================== ====================== ========================== =========================== ===========================
<FN>
================================================================================

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457(c) and 457(h)(1). The price per share
     and  aggregate  offering  price are based  upon (i)  $54.17,  the  weighted
     average  of $54.125 - $54.25,  the  exercise  prices of 65,049  outstanding
     options to  purchase  common  stock  pursuant to  Registrant's  1996 Equity
     Incentive  Plan  and (ii)  $54.125,  the average of  the high and low sales
     prices of Registrant's Common Stock on November 3, 1997, as reported on the
     Nasdaq National Market for 934,951 shares.

================================================================================
</FN>
</TABLE>

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

<PAGE>

                    INCORPORATION BY REFERENCE OF CONTENTS OF
    REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-3254, 333-3468 and 333-22089

     The contents of Registration Statements on Form S-8 Nos. 333-3254, 333-3468
and 333-22089,  respectively,  filed with the Securities and Exchange Commission
on April 5, 1996,  April 11,  1996 and  February  20,  1997,  respectively,  are
incorporated by reference herein with such modifications as are set forth below.


Item 5.  Interests of Named Experts and Counsel

     Lawrence J. Fassler,  General  Counsel and Secretary of the Company,  whose
opinion is included herewith as Exhibit 5, holds 2,000 shares of common stock of
the Company and holds options to purchase an additional  27,500 shares of common
stock  of the  Company  as of  November  6,  1997,  of  which  6,563  were  then
exercisable.


                                    EXHIBITS


Exhibit
Number
------

5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)



<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Rosa, State of California, on November 3, 1997.


                                  ARTERIAL VASCULAR ENGINEERING, INC.



                                  By:      /s/ Scott J. Solano
                                           -------------------------------------
                                           Scott J. Solano
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Scott J. Solano and Lawrence J. Fassler,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.
<TABLE>

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

Signature                                                       Title                                  Date
<S>                                                  <C>                                         <C>
/s/ Bradly A. Jendersee                              Chairman of the Board of                    November 3, 1997
--------------------------------------------         Directors
Bradly A. Jendersee                                  


/s/ Scott J. Solano                                  President, Chief Executive Officer          November 3, 1997
--------------------------------------------         and Director (Principal Executive Officer)
Scott J. Solano                                      

/s/ John D. Miller                                   Vice President of Finance, Chief            November 3, 1997
--------------------------------------------         Financial Officer, Treasurer and  
John D. Miller                                       Director (Principal Financial and 
                                                     Accounting Officer)               
                                                     

/s/ Simon H. Stertzer                                Director                                    November 3, 1997
--------------------------------------------         
Simon H. Stertzer


/s/ Craig E. Dauchy                                  Director                                    Novmeber 3, 1997
--------------------------------------------         
Craig E. Dauchy

</TABLE>
<PAGE>

                                    EXHIBITS


Exhibit
Number
------

5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8861}]
{"company-data": {"conformed-name": "ARTERIAL VASCULAR ENGINEERING INC", "cik": "0001007047", "assigned-sic": "3841", "irs-number": "943144218", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39777", "film-number": "97710446"}, "business-address": {"street1": "5355 SKYLANE BLVD", "city": "SANTA ROSA", "state": "CA", "zip": "95403", "phone": "7075250111"}, "mail-address": {"street1": "5355 SKYLANE", "city": "SANTA ROSA", "state": "CA", "zip": "95403"}}
As filed with the Securities and Exchange Commission on November 7, 1997
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                      ARTERIAL VASCULAR ENGINEERING, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                  94-3144218
     (State of Incorporation)               (I.R.S. Employer Identification No.)

                               3576 Unocal Place
                          Santa Rosa, California 95403
                    (Address of principal executive offices)

                           1996 Equity Incentive Plan
                           (Full title of the plans)

                               Lawrence J. Fassler
                          General Counsel and Secretary
                       Arterial Vascular Engineering, Inc.
                                3576 Unocal Place
                          Santa Rosa, California 95403
                                 (707) 525-0111
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                                   CALCULATION OF REGISTRATION FEE
========================== ====================== ========================== =========================== ===========================
                                                      Proposed Maximum            Proposed Maximum
 Title of Securities to        Amount to be            Offering Price            Aggregate Offering             Amount of
      be Registered             Registered              Per Share (1)                Price (1)              Registration Fee
========================== ====================== ========================== =========================== ===========================
Stock Options and Common
Stock (par value $.001)          1,000,000             $54.125 - $54.25            $54,250,000                 $16,402.39
========================== ====================== ========================== =========================== ===========================
================================================================================

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457(c) and 457(h)(1). The price per share
     and  aggregate  offering  price are based  upon (i)  $54.17,  the  weighted
     average  of $54.125 - $54.25,  the  exercise  prices of 65,049  outstanding
     options to  purchase  common  stock  pursuant to  Registrant's  1996 Equity
     Incentive  Plan  and (ii)  $54.125,  the average of  the high and low sales
     prices of Registrant's Common Stock on November 3, 1997, as reported on the
     Nasdaq National Market for 934,951 shares.

================================================================================
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
    REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-3254, 333-3468 and 333-22089

     The contents of Registration Statements on Form S-8 Nos. 333-3254, 333-3468
and 333-22089,  respectively,  filed with the Securities and Exchange Commission
on April 5, 1996,  April 11,  1996 and  February  20,  1997,  respectively,  are
incorporated by reference herein with such modifications as are set forth below.

Item 5.  Interests of Named Experts and Counsel

     Lawrence J. Fassler,  General  Counsel and Secretary of the Company,  whose
opinion is included herewith as Exhibit 5, holds 2,000 shares of common stock of
the Company and holds options to purchase an additional  27,500 shares of common
stock  of the  Company  as of  November  6,  1997,  of  which  6,563  were  then
exercisable.

                                    EXHIBITS

Exhibit
Number
------

5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Rosa, State of California, on November 3, 1997.

                                  ARTERIAL VASCULAR ENGINEERING, INC.

                                  By:      /s/ Scott J. Solano
                                           -------------------------------------
                                           Scott J. Solano
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Scott J. Solano and Lawrence J. Fassler,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                                       Title                                  Date
/s/ Bradly A. Jendersee                              Chairman of the Board of                    November 3, 1997
--------------------------------------------         Directors
Bradly A. Jendersee                                  

/s/ Scott J. Solano                                  President, Chief Executive Officer          November 3, 1997
--------------------------------------------         and Director (Principal Executive Officer)
Scott J. Solano                                      

/s/ John D. Miller                                   Vice President of Finance, Chief            November 3, 1997
--------------------------------------------         Financial Officer, Treasurer and  
John D. Miller                                       Director (Principal Financial and 
                                                     Accounting Officer)               
                                                     

/s/ Simon H. Stertzer                                Director                                    November 3, 1997
--------------------------------------------         
Simon H. Stertzer

/s/ Craig E. Dauchy                                  Director                                    Novmeber 3, 1997
--------------------------------------------         
Craig E. Dauchy
EXHIBITS

Exhibit
Number
------

5                 Opinion of Lawrence J. Fassler

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Lawrence J. Fassler (included in Exhibit 5)

24                Power of Attorney  (contained on the signature page)