As filed with the Securities and Exchange Commission on May 24, 1996
                                                           Registration No. 333-


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

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------

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

        MINNESOTA                                      41-1508112
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)

                         501 EAST HIGHWAY 13, SUITE 108
                              BURNSVILLE, MN 55337
              (Address of Principal Executive Offices and zip code)
                          ----------------------------

                            APPLIED BIOMETRICS, INC.
                             1987 STOCK OPTION PLAN
                                       AND
                                 1996 STOCK PLAN
                            (Full title of the Plans)
                          ----------------------------
                                Joseph A. Marino
                                    President
                            Applied Biometrics, Inc.
                         501 East Highway 13, Suite 108
                              Burnsville, MN 55337
                                 (612) 890-1123
                          (Name, address, including zip
                            code and telephone number
                              of agent for service)

                                    Copy to:

                                 Patrick Delaney
                           Lindquist & Vennum P.L.L.P.
                                 4200 IDS Center
                              Minneapolis, MN 55402
                                 (612) 371-3211



                         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


Common Stock,     269,222 shares   $    20.375(1)  $5,485,398(1)   $1,891.60
$.01 par value
                   87,167 shares   $     7.00(2)   $  610,169(2)   $  210.40
                  --------------                   ----------      ---------
      Total       356,389 shares                   $6,095,567      $2,102.00
                  ==============                   ==========      =========


(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the bid and
     asked prices of the Company's Common Stock on the Nasdaq System on May 16,
     1996.

(2)  Based on the average exercise price of the options granted pursuant to the
     1987 Stock Option Plan.


                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.


                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual Report of the Company on Form 10-KSB for the year ended
December 31, 1995.

         (b) The Quarterly Report of the Company on Form 10-QSB for the quarter
ended March 31, 1996.

         (c) The Proxy Statement of the Company for the Annual Meeting of
Shareholders held on May 15, 1996.

         (d) The description of the Company's Common Stock as set forth in the
Company's Form SB-2 Registration Statement dated June 4, 1993 (Registration No.
33-63754C), including any amendment or report filed for the purpose of updating
such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement 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.

         Patrick Delaney, Secretary of the Company, is a partner in Lindquist &
Vennum P.L.L.P., which is the law firm passing on the validity of the securities
issued under the Plans.


Item 6.  Indemnification of Directors and Officers.

         The Company's Bylaws provide that the Company shall indemnify its
officers, directors and employees in accordance with, and to the fullest extent
permitted by, the provisions of the Minnesota Business Corporation Act, as it
may be amended from time to time.

         Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

     (1)  Has not been indemnified by another organization or employee benefit
          plan for the same judgments, penalties, fines, including, without
          limitation, excise taxes assessed against the person with respect to
          an employee benefit plan, settlements, and reasonable expenses,
          including attorneys' fees and disbursements, incurred by the person in
          connection with the proceeding with respect to the same acts or
          omissions;

     (2)  Acted in good faith;

     (3)  Received no improper personal benefit and section 302A.255 (Director
          Conflicts of Interest), if applicable, has been satisfied;

     (4)  In the case of a criminal proceeding, had no reasonable cause to
          believe the conduct was unlawful; and

     (5)  In the case of acts or omissions occurring in the official capacity
          described in subdivision 1, paragraph (c), clause (1) or (2),
          reasonably believed that the conduct was in the best interests of the
          corporation, or in the case of acts or omissions occurring in the
          official capacity described in subdivision 1, paragraph (c), clause
          (3), reasonably believed that the conduct was not opposed to the best
          interests of the corporation. If the person's acts or omissions
          complained of in the proceeding relate to conduct as a director,
          officer, trustee, employee, or agent of an employee benefit plan, the
          conduct is not considered to be opposed to the best interests of the
          corporation if the person reasonably believed that the conduct was in
          the best interests of the participants or beneficiaries of the
          employee benefit plan.


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     4.1  Applied Biometrics, Inc. 1996 Stock Plan 

     4.2  Applied Biometrics, Inc. 1987 Stock Option Plan (incorporated by
          reference to Exhibit 10.3 to the Company's Registration Statement on
          Form SB-2, Commission File No. 33-63754C)

     5.1  Opinion and Consent of Lindquist & Vennum P.L.L.P.

     23.1 Consent of Lindquist & Vennum (included in Exhibit 5)

     23.2 Consent of Price Waterhouse LLP, independent auditors

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

Item 9.  Undertakings.

(a)      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, represents a fundamental change in the
                information set forth in the 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 registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
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.

(b) 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 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) 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 connected 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.




                                   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 Burnsville, State of Minnesota, on May 23, 1996.

                                   APPLIED BIOMETRICS, INC.


                                   By /s/ Joseph A. Marino
                                   Joseph A. Marino, President


                                POWER OF ATTORNEY

         The undersigned officers and directors of Applied Biometrics, Inc.
hereby constitute and appoint Joseph A. Marino and Patrick Delaney, or either of
them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may lawfully 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 below on May 23, 1996 by the
following persons in the capacities indicated.

Signature


/s/ Joseph A. Marino
Joseph A. Marino, Chairman,
President and Chief Executive Officer
(principal executive officer)



/s/ Gerald Prescott
Gerald Prescott, Vice President and
Chief Financial Officer
(principal financial and accounting officer)


/s/ Peter R. Peterson
Peter R. Peterson, Director


/s/ George E. Kline
George E. Kline, Director


/s/ William E. Engbers
William E. Engbers, Director


/s/ Patrick Delaney
Patrick Delaney, Director
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As filed with the Securities and Exchange Commission on May 24, 1996
                                                           Registration No. 333-

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------

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

        MINNESOTA                                      41-1508112
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)

                         501 EAST HIGHWAY 13, SUITE 108
                              BURNSVILLE, MN 55337
              (Address of Principal Executive Offices and zip code)
                          ----------------------------

                            APPLIED BIOMETRICS, INC.
                             1987 STOCK OPTION PLAN
                                       AND
                                 1996 STOCK PLAN
                            (Full title of the Plans)
                          ----------------------------
                                Joseph A. Marino
                                    President
                            Applied Biometrics, Inc.
                         501 East Highway 13, Suite 108
                              Burnsville, MN 55337
                                 (612) 890-1123
                          (Name, address, including zip
                            code and telephone number
                              of agent for service)

                                    Copy to:

                                 Patrick Delaney
                           Lindquist & Vennum P.L.L.P.
                                 4200 IDS Center
                              Minneapolis, MN 55402
                                 (612) 371-3211

                         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

Common Stock,     269,222 shares   $    20.375(1)  $5,485,398(1)   $1,891.60
$.01 par value
                   87,167 shares   $     7.00(2)   $  610,169(2)   $  210.40
                  --------------                   ----------      ---------
      Total       356,389 shares                   $6,095,567      $2,102.00
                  ==============                   ==========      =========

(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the bid and
     asked prices of the Company's Common Stock on the Nasdaq System on May 16,
     1996.

(2)  Based on the average exercise price of the options granted pursuant to the
     1987 Stock Option Plan.

                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual Report of the Company on Form 10-KSB for the year ended
December 31, 1995.

         (b) The Quarterly Report of the Company on Form 10-QSB for the quarter
ended March 31, 1996.

         (c) The Proxy Statement of the Company for the Annual Meeting of
Shareholders held on May 15, 1996.

         (d) The description of the Company's Common Stock as set forth in the
Company's Form SB-2 Registration Statement dated June 4, 1993 (Registration No.
33-63754C), including any amendment or report filed for the purpose of updating
such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement 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.

         Patrick Delaney, Secretary of the Company, is a partner in Lindquist &
Vennum P.L.L.P., which is the law firm passing on the validity of the securities
issued under the Plans.

Item 6.  Indemnification of Directors and Officers.

         The Company's Bylaws provide that the Company shall indemnify its
officers, directors and employees in accordance with, and to the fullest extent
permitted by, the provisions of the Minnesota Business Corporation Act, as it
may be amended from time to time.

         Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

     (1)  Has not been indemnified by another organization or employee benefit
          plan for the same judgments, penalties, fines, including, without
          limitation, excise taxes assessed against the person with respect to
          an employee benefit plan, settlements, and reasonable expenses,
          including attorneys' fees and disbursements, incurred by the person in
          connection with the proceeding with respect to the same acts or
          omissions;

     (2)  Acted in good faith;

     (3)  Received no improper personal benefit and section 302A.255 (Director
          Conflicts of Interest), if applicable, has been satisfied;

     (4)  In the case of a criminal proceeding, had no reasonable cause to
          believe the conduct was unlawful; and

     (5)  In the case of acts or omissions occurring in the official capacity
          described in subdivision 1, paragraph (c), clause (1) or (2),
          reasonably believed that the conduct was in the best interests of the
          corporation, or in the case of acts or omissions occurring in the
          official capacity described in subdivision 1, paragraph (c), clause
          (3), reasonably believed that the conduct was not opposed to the best
          interests of the corporation. If the person's acts or omissions
          complained of in the proceeding relate to conduct as a director,
          officer, trustee, employee, or agent of an employee benefit plan, the
          conduct is not considered to be opposed to the best interests of the
          corporation if the person reasonably believed that the conduct was in
          the best interests of the participants or beneficiaries of the
          employee benefit plan.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     4.1  Applied Biometrics, Inc. 1996 Stock Plan 

     4.2  Applied Biometrics, Inc. 1987 Stock Option Plan (incorporated by
          reference to Exhibit 10.3 to the Company's Registration Statement on
          Form SB-2, Commission File No. 33-63754C)

     5.1  Opinion and Consent of Lindquist & Vennum P.L.L.P.

     23.1 Consent of Lindquist & Vennum (included in Exhibit 5)

     23.2 Consent of Price Waterhouse LLP, independent auditors

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

Item 9.  Undertakings.

(a)      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, represents a fundamental change in the
                information set forth in the 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 registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
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.

(b) 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 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) 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 connected 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.

                                   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 Burnsville, State of Minnesota, on May 23, 1996.

                                   APPLIED BIOMETRICS, INC.

                                   By /s/ Joseph A. Marino
                                   Joseph A. Marino, President

                                POWER OF ATTORNEY

         The undersigned officers and directors of Applied Biometrics, Inc.
hereby constitute and appoint Joseph A. Marino and Patrick Delaney, or either of
them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may lawfully 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 below on May 23, 1996 by the
following persons in the capacities indicated.

Signature

/s/ Joseph A. Marino
Joseph A. Marino, Chairman,
President and Chief Executive Officer
(principal executive officer)

/s/ Gerald Prescott
Gerald Prescott, Vice President and
Chief Financial Officer
(principal financial and accounting officer)

/s/ Peter R. Peterson
Peter R. Peterson, Director

/s/ George E. Kline
George E. Kline, Director

/s/ William E. Engbers
William E. Engbers, Director

/s/ Patrick Delaney
Patrick Delaney, Director