As filed with the Securities and Exchange Commission on July 24, 1998
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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


                                  VIDAMED, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                       77-0314454
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                              46107 Landing Parkway
                            Fremont, California 94538
                    (Address of principal executive offices)


                                 1992 STOCK PLAN
                            1995 DIRECTOR OPTION PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)


                              David J. Illingworth
                                    President
                                  VidaMed, Inc.
                              46107 Landing Parkway
                            Fremont, California 94538
                                 (510) 492-4900
            (Name, address and telephone number of agent for service)


                                   Copies to:
                          Christopher D. Mitchell, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300

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


<PAGE>


<TABLE>
==================================================================================================================================
                                                  CALCULATION OF REGISTRATION FEE

<CAPTION>
==================================================================================================================================
                                                                      Proposed                Proposed
                  Title of                                            Maximum                  Maximum
                 Securities                          Amount           Offering                Aggregate               Amount of
                    to be                             to be            Price                  Offering              Registration
                 Registered                        Registered        Per Share                  Price                    Fee
<S>                                                <C>                   <C>                <C>                       <C>
1992 Stock Plan
Common Stock, $.001 par value(1)                   2,900,158             $3.91              $11,339,618(2)            $3,346.00

1995 Director Option Plan
Common Stock, $.001 par value(1)                     100,000             $3.91                 $391,000(3)              $116.00

1995 Employee Stock Purchase Plan
Common Stock, $.001 par value(1)                     300,000             $3.32                 $996,000(4)              $294.00
==================================================================================================================================
Total Registration Fee:                                                                                               $3,756.00
----------------------------------------------------------------------------------------------------------------------------------

<FN>
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended,  this  Registration  Statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plans described herein.

(2)      Registration  fee  estimated in  accordance  with Rule 457(c) under the
         Securities  Act of 1933, as amended,  as to 2,900,158  shares of Common
         Stock,  solely for the purpose of calculating the registration fee. The
         computation  is based upon the average of the high and low price of the
         Common Stock as reported on the Nasdaq National Market on July 22, 1998
         because  the price at which the options to be granted in the future may
         be exercised is not currently determinable.

(3)      Registration  fee  estimated in  accordance  with Rule 457(c) under the
         Securities  Act of 1933,  as  amended,  as to 100,000  shares of Common
         Stock,  solely for the purpose of calculating the registration fee. The
         computation  is based upon the average of the high and low price of the
         Common  Stock as  reported  on the Nasdaq  National  Market on July 22,
         1998.

(4)      The Proposed  Maximum  Offering  Price Per Share has been  estimated in
         accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  as
         amended,  solely for the purpose of calculating the  registration  fee.
         The  computation  is  based  upon  85% (see  explanation  in  following
         sentence)  of the average of the high and low price of the Common Stock
         as reported on the Nasdaq  National Market on July 22, 1998 because the
         price at which the options to be granted in the future may be exercised
         is not currently determinable.  Pursuant to the Employee Stock Purchase
         Plan,  which plan is  incorporated  by reference  herein,  the Purchase
         Price of a share of Common  Stock shall mean an amount  equal to 85% of
         the Fair Market Value of a share of Common Stock on the Enrollment Date
         or the Exercise Date, whichever is lower.
</FN>
</TABLE>

                                       2

<PAGE>


STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES

         The Registrant previously filed one Registration  Statement on Form S-8
with  the  Securities  and  Exchange  Commission  (SEC  File No. 33-80619)  (the
"Previous  Form S-8").  This Previous Form S-8 was filed in connection  with the
1992 Stock Plan, the 1995 Director Option Plan, the 1995 Employee Stock Purchase
Plan and the 1995 Consultant Plan (collectively the "Plans").  This Registration
Statement  registers  additional  shares of the Registrant's  Common Stock to be
issued pursuant to the Plans. Accordingly, the content of the Previous Form S-8,
including periodic reports that the Registrant filed after the Previous Form S-8
to maintain  current  information  about the  Registrant,  are  incorporated  by
reference into this Registration  Statement pursuant to General Instruction E of
Form S-8. The reports the  Registrant  has most recently  filed with the SEC are
listed below:

         -        Annual Report on Form 10-K for the fiscal year ended  December
                  31, 1997, filed as of March 31, 1998.

         -        Quarterly  Report on Form 10-Q for the quarterly  period ended
                  March 31, 1997, filed as of May 15, 1998.

         -        Proxy  Statement,  filed as of April 23, 1998,  in  connection
                  with the Annual Meeting of Stockholders held on May 7, 1998.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.


        Exhibit
         Number                        Document
         ------                        --------

         5.1      Opinion of Wilson Sonsini  Goodrich & Rosati,  P.C., as to the
                  legality of securities being registered.

        23.1      Consent of Ernst & Young LLP, Independent Auditors.

        23.2      Consent of Wilson Sonsini Goodrich & Rosati,  P.C.  (contained
                  in Exhibit 5.1 hereto).

        24.1      Power of Attorney (see page II-3).

                                      II-1

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fremont, State of California, on July 23, 1998.

                                VIDAMED, INC.


                                By:  /s/ DAVID J. ILLINGWORTH
                                     -------------------------------------------
                                     David J. Illingworth
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)


                                By:  /s/ RICHARD D. BROUNSTEIN
                                     -------------------------------------------
                                     Richard D. Brounstein
                                     Vice President, Finance and Chief Financial
                                     Officer (Principal Financial and Accounting
                                     Officer)

                                      II-2

<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  David J.  Illingworth  and Richard D.
Brounstein, jointly and severally, his attorneys-in-fact, each with the power of
substitution,  for him in any and all capacities, to sign any amendments 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.


       SIGNATURE                           TITLE                       DATE

/s/ DAVID J. ILLINGWORTH          President, Chief Executive       July 23, 1998
-------------------------------   Officer, Director*
   David J. Illingworth        


/s/ RICHARD D. BROUNSTEIN         VP Finance, Chief                July 23, 1998
-------------------------------   Financial Officer
   Richard D. Brounstein       


/s/ FRANKLIN D. BROWN             Director*                        July 23, 1998
-------------------------------
   Franklin D. Brown


/s/ STUART D. EDWARDS             Director*                        July 23, 1998
-------------------------------
   Stuart D. Edwards


/s/ ROBERT ERRA                   Director*                        July 23, 1998
-------------------------------
   Robert Erra


/s/ WAYNE I. ROE                  Director*                        July 23, 1998
-------------------------------
   Wayne I. Roe


/s/ JOHN V. SCIBELLI, PH.D.       Director*                        July 23, 1998
-------------------------------
   John V. Scibelli

-------------------------------   Director*                        July __, 1998
   Michael H. Spindler


* The employee  benefit  plans being  registered  pursuant to this  Registration
Statement  are  subject  to  administration  by the  Board of  Directors  of the
Registrant.  Option grants under the 1995  Director  Option Plan,  however,  are
automatic.

                                      II-3
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12159}]
{"company-data": {"conformed-name": "VIDAMED INC", "cik": "0000929900", "assigned-sic": "3841", "irs-number": "770314454", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59869", "film-number": "98671249"}, "business-address": {"street1": "46107 LANDING PARKWAY", "street2": "SUITE 101", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5104924900"}, "mail-address": {"street1": "46107 LANDING PARKWAY", "street2": "STE 101", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on July 24, 1998
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  VIDAMED, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                       77-0314454
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                              46107 Landing Parkway
                            Fremont, California 94538
                    (Address of principal executive offices)

                                 1992 STOCK PLAN
                            1995 DIRECTOR OPTION PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                              David J. Illingworth
                                    President
                                  VidaMed, Inc.
                              46107 Landing Parkway
                            Fremont, California 94538
                                 (510) 492-4900
            (Name, address and telephone number of agent for service)

                                   Copies to:
                          Christopher D. Mitchell, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300

================================================================================
==================================================================================================================================
                                                  CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                      Proposed                Proposed
                  Title of                                            Maximum                  Maximum
                 Securities                          Amount           Offering                Aggregate               Amount of
                    to be                             to be            Price                  Offering              Registration
                 Registered                        Registered        Per Share                  Price                    Fee
1992 Stock Plan
Common Stock, $.001 par value(1)                   2,900,158             $3.91              $11,339,618(2)            $3,346.00

1995 Director Option Plan
Common Stock, $.001 par value(1)                     100,000             $3.91                 $391,000(3)              $116.00

1995 Employee Stock Purchase Plan
Common Stock, $.001 par value(1)                     300,000             $3.32                 $996,000(4)              $294.00
==================================================================================================================================
Total Registration Fee:                                                                                               $3,756.00
----------------------------------------------------------------------------------------------------------------------------------
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended,  this  Registration  Statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plans described herein.

(2)      Registration  fee  estimated in  accordance  with Rule 457(c) under the
         Securities  Act of 1933, as amended,  as to 2,900,158  shares of Common
         Stock,  solely for the purpose of calculating the registration fee. The
         computation  is based upon the average of the high and low price of the
         Common Stock as reported on the Nasdaq National Market on July 22, 1998
         because  the price at which the options to be granted in the future may
         be exercised is not currently determinable.

(3)      Registration  fee  estimated in  accordance  with Rule 457(c) under the
         Securities  Act of 1933,  as  amended,  as to 100,000  shares of Common
         Stock,  solely for the purpose of calculating the registration fee. The
         computation  is based upon the average of the high and low price of the
         Common  Stock as  reported  on the Nasdaq  National  Market on July 22,
         1998.

(4)      The Proposed  Maximum  Offering  Price Per Share has been  estimated in
         accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  as
         amended,  solely for the purpose of calculating the  registration  fee.
         The  computation  is  based  upon  85% (see  explanation  in  following
         sentence)  of the average of the high and low price of the Common Stock
         as reported on the Nasdaq  National Market on July 22, 1998 because the
         price at which the options to be granted in the future may be exercised
         is not currently determinable.  Pursuant to the Employee Stock Purchase
         Plan,  which plan is  incorporated  by reference  herein,  the Purchase
         Price of a share of Common  Stock shall mean an amount  equal to 85% of
         the Fair Market Value of a share of Common Stock on the Enrollment Date
         or the Exercise Date, whichever is lower.
2
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES

         The Registrant previously filed one Registration  Statement on Form S-8
with  the  Securities  and  Exchange  Commission  (SEC  File No. 33-80619)  (the
"Previous  Form S-8").  This Previous Form S-8 was filed in connection  with the
1992 Stock Plan, the 1995 Director Option Plan, the 1995 Employee Stock Purchase
Plan and the 1995 Consultant Plan (collectively the "Plans").  This Registration
Statement  registers  additional  shares of the Registrant's  Common Stock to be
issued pursuant to the Plans. Accordingly, the content of the Previous Form S-8,
including periodic reports that the Registrant filed after the Previous Form S-8
to maintain  current  information  about the  Registrant,  are  incorporated  by
reference into this Registration  Statement pursuant to General Instruction E of
Form S-8. The reports the  Registrant  has most recently  filed with the SEC are
listed below:

         -        Annual Report on Form 10-K for the fiscal year ended  December
                  31, 1997, filed as of March 31, 1998.

         -        Quarterly  Report on Form 10-Q for the quarterly  period ended
                  March 31, 1997, filed as of May 15, 1998.

         -        Proxy  Statement,  filed as of April 23, 1998,  in  connection
                  with the Annual Meeting of Stockholders held on May 7, 1998.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

        Exhibit
         Number                        Document
         ------                        --------

         5.1      Opinion of Wilson Sonsini  Goodrich & Rosati,  P.C., as to the
                  legality of securities being registered.

        23.1      Consent of Ernst & Young LLP, Independent Auditors.

        23.2      Consent of Wilson Sonsini Goodrich & Rosati,  P.C.  (contained
                  in Exhibit 5.1 hereto).

        24.1      Power of Attorney (see page II-3).

                                      II-1
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fremont, State of California, on July 23, 1998.

                                VIDAMED, INC.

                                By:  /s/ DAVID J. ILLINGWORTH
                                     -------------------------------------------
                                     David J. Illingworth
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)

                                By:  /s/ RICHARD D. BROUNSTEIN
                                     -------------------------------------------
                                     Richard D. Brounstein
                                     Vice President, Finance and Chief Financial
                                     Officer (Principal Financial and Accounting
                                     Officer)

                                      II-2
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  David J.  Illingworth  and Richard D.
Brounstein, jointly and severally, his attorneys-in-fact, each with the power of
substitution,  for him in any and all capacities, to sign any amendments 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

       SIGNATURE                           TITLE                       DATE

/s/ DAVID J. ILLINGWORTH          President, Chief Executive       July 23, 1998
-------------------------------   Officer, Director*
   David J. Illingworth        

/s/ RICHARD D. BROUNSTEIN         VP Finance, Chief                July 23, 1998
-------------------------------   Financial Officer
   Richard D. Brounstein       

/s/ FRANKLIN D. BROWN             Director*                        July 23, 1998
-------------------------------
   Franklin D. Brown

/s/ STUART D. EDWARDS             Director*                        July 23, 1998
-------------------------------
   Stuart D. Edwards

/s/ ROBERT ERRA                   Director*                        July 23, 1998
-------------------------------
   Robert Erra

/s/ WAYNE I. ROE                  Director*                        July 23, 1998
-------------------------------
   Wayne I. Roe

/s/ JOHN V. SCIBELLI, PH.D.       Director*                        July 23, 1998
-------------------------------
   John V. Scibelli

-------------------------------   Director*                        July __, 1998
   Michael H. Spindler

* The employee  benefit  plans being  registered  pursuant to this  Registration
Statement  are  subject  to  administration  by the  Board of  Directors  of the
Registrant.  Option grants under the 1995  Director  Option Plan,  however,  are
automatic.

                                      II-3