As filed with the Securities and Exchange Commission on June 23, 1998
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                 Minnesota                                   41-1595629
       (State or other jurisdiction                       (I.R.S. Employer
     of incorporation or organization)                   Identification No.)

     3905 Annapolis Lane, Suite 105
      Minneapolis, Minnesota  55447                             55447
(Address of Principal Executive Offices)                      (Zip Code)

               ATS MEDICAL, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                            (full title of the plan)


          Manuel A. Villafana                              Copy to:
        Chief Executive Officer                     Timothy S. Hearn, Esq.
           ATS Medical, Inc.                         Dorsey & Whitney LLP
    3905 Annapolis Lane, Suite 105                  220 South Sixth Street
     Minneapolis, Minnesota 55447              Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)

            (612) 553-7736                               (612) 340-7802
(Telephone number, including area code, of agent for service)
                              --------------------

         Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
                                           Proposed            Proposed
Title of each class                    Maximum Offering         Maximum
of Securities to be    Amount to be         Price          Aggregate Offering         Amount of
    registered        registered (1)    per Share (2)          Price (2)         Registration Fee (2)
-----------------------------------------------------------------------------------------------------
<S>                       <C>             <C>                 <C>                       <C>          
   Common Stock
 ($.01 par value)         200,000         $6.672              $1,334,375                $393.64
-----------------------------------------------------------------------------------------------------
</TABLE>

(1)         The number of shares being registered represents the number of
            shares of Common Stock that may be issued pursuant to the ATS
            Medical, Inc. 1998 Employee Stock Purchase Plan (the "Plan").

(2)         Determined pursuant to Rule 457(c), based on the average of the high
            and low sale prices of the Common Stock as reported on the Nasdaq
            National Market System on June 17, 1998.
================================================================================

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Certain Documents by Reference

         The following documents of the Company filed with the Securities and
Exchange Commission are hereby incorporated by reference in this Prospectus:

                  (a) The Annual Report on Form 10-K for the year ended December
         31, 1997;

                  (b) The Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1998; and

                  (c) The description of the Common Stock contained in the
         Company's Registration Statement on Form 8-A filed on May 8, 1990, and
         any amendment or report updating such description filed subsequent to
         the date of such Registration Statement and prior to the termination of
         the offering described herein.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents.

Item 4.        Description of Securities

         Not applicable.

Item 5.        Interests of Named Experts and Counsel

         Not applicable.

Item 6.        Indemnification of Directors and Officers

         Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to 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) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
The Bylaws of the Company provide that the Company shall indemnify its officers
and directors under such circumstances and to the extent permitted by Section
302A.521 as now enacted or hereafter amended.

<PAGE>


         The Company has established a Self-Insurance Trust Agreement to assist
in funding indemnification of its directors and officers to the extent
permissible under Minnesota Law. The Company has contributed $300,000 plus
interest to an irrevocable trust (the "Trust") to be invested by an independent
trustee in government issued or insured obligations. The Trust funds may be used
only for indemnification of the Company's officers or directors or, at the
direction of the Company and with the consent of the beneficiaries under the
Trust, to pay directors' and officers' liability insurance premiums. The rights
of the beneficiaries under the Trust are contract rights enforceable against the
Company and the trustee. In addition to the Trust, since November 1995 the
Company has maintained a liability insurance policy for its directors and
officers.

Item 7.        Interests of Named Experts and Counsel

         Not applicable.

Item 8.        Exhibits

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

  4            ATS Medical, Inc. 1998 Employee Stock Purchase Plan

  5            Opinion of Dorsey & Whitney LLP
 
 23.1          Consent of Ernst & Young LLP

 23.2          Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
               Registration Statement)

  24           Power of Attorney

Item 9.        Undertakings

The undersigned registrant hereby undertakes:

        1.     To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (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; and

                (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 (1)(i) and (1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed

<PAGE>


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.

         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.

         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 of 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.

<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 Minneapolis, State of Minnesota, on June 23, 1998.

                                            ATS MEDICAL, INC.

                                            By  /s/ Manuel A. Villafana
                                               ---------------------------
                                               Manuel A. Villafana
                                               Chief Executive Officer

         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.

          Name                              Title                      Date
          ----                              -----                      ----


  /s/ Manuel A. Villafana      Chief Executive Officer, Chairman   June 23, 1998
----------------------------   of the Board and Director    
  Manuel A. Villafana          (Principal Executive Officer)


  *                            President, Chief Operating
----------------------------   Officer and Director
  Richard W. Kramp


  *                            Chief Financial Officer
----------------------------   (Principal Financial and Accounting
  John H. Jungbauer             Officer)


  *                            Director
----------------------------
  Charles F. Cuddihy, Jr.


  *                            Director
----------------------------
  David Boehnen


  *                            Director
----------------------------
  A. Jay Graf


*By: /s/ Manuel A. Villafana                                       June 23, 1998
----------------------------
     Manuel A. Villafana

<PAGE>


                                  EXHIBIT INDEX


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

      4              ATS Medical, Inc. 1998 Employee Stock Purchase Plan

      5              Opinion of Dorsey & Whitney LLP

     23.1            Consent of Ernst & Young LLP

     23.2            Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
                     this Registration Statement)

      24             Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14533}]
{"company-data": {"conformed-name": "ATS MEDICAL INC", "cik": "0000824068", "assigned-sic": "3842", "irs-number": "411595629", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57527", "film-number": "98652710"}, "business-address": {"street1": "3905 ANNAPOLIS LA", "street2": "SUITE 105", "city": "MINNEAPOLIS", "state": "MN", "zip": "55447", "phone": "6125537736"}, "mail-address": {"street1": "3905 ANNAPOLIS LANE", "street2": "SUITE 105", "city": "MINNEAPOLIS", "state": "MN", "zip": "55447"}}
As filed with the Securities and Exchange Commission on June 23, 1998
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                 Minnesota                                   41-1595629
       (State or other jurisdiction                       (I.R.S. Employer
     of incorporation or organization)                   Identification No.)

     3905 Annapolis Lane, Suite 105
      Minneapolis, Minnesota  55447                             55447
(Address of Principal Executive Offices)                      (Zip Code)

               ATS MEDICAL, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                            (full title of the plan)

          Manuel A. Villafana                              Copy to:
        Chief Executive Officer                     Timothy S. Hearn, Esq.
           ATS Medical, Inc.                         Dorsey & Whitney LLP
    3905 Annapolis Lane, Suite 105                  220 South Sixth Street
     Minneapolis, Minnesota 55447              Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)

            (612) 553-7736                               (612) 340-7802
(Telephone number, including area code, of agent for service)
                              --------------------

         Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                           Proposed            Proposed
Title of each class                    Maximum Offering         Maximum
of Securities to be    Amount to be         Price          Aggregate Offering         Amount of
    registered        registered (1)    per Share (2)          Price (2)         Registration Fee (2)
-----------------------------------------------------------------------------------------------------
Common Stock
 ($.01 par value)         200,000         $6.672              $1,334,375                $393.64
-----------------------------------------------------------------------------------------------------
(1)         The number of shares being registered represents the number of
            shares of Common Stock that may be issued pursuant to the ATS
            Medical, Inc. 1998 Employee Stock Purchase Plan (the "Plan").

(2)         Determined pursuant to Rule 457(c), based on the average of the high
            and low sale prices of the Common Stock as reported on the Nasdaq
            National Market System on June 17, 1998.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Certain Documents by Reference

         The following documents of the Company filed with the Securities and
Exchange Commission are hereby incorporated by reference in this Prospectus:

                  (a) The Annual Report on Form 10-K for the year ended December
         31, 1997;

                  (b) The Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1998; and

                  (c) The description of the Common Stock contained in the
         Company's Registration Statement on Form 8-A filed on May 8, 1990, and
         any amendment or report updating such description filed subsequent to
         the date of such Registration Statement and prior to the termination of
         the offering described herein.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents.

Item 4.        Description of Securities

         Not applicable.

Item 5.        Interests of Named Experts and Counsel

         Not applicable.

Item 6.        Indemnification of Directors and Officers

         Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to 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) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
The Bylaws of the Company provide that the Company shall indemnify its officers
and directors under such circumstances and to the extent permitted by Section
302A.521 as now enacted or hereafter amended.
The Company has established a Self-Insurance Trust Agreement to assist
in funding indemnification of its directors and officers to the extent
permissible under Minnesota Law. The Company has contributed $300,000 plus
interest to an irrevocable trust (the "Trust") to be invested by an independent
trustee in government issued or insured obligations. The Trust funds may be used
only for indemnification of the Company's officers or directors or, at the
direction of the Company and with the consent of the beneficiaries under the
Trust, to pay directors' and officers' liability insurance premiums. The rights
of the beneficiaries under the Trust are contract rights enforceable against the
Company and the trustee. In addition to the Trust, since November 1995 the
Company has maintained a liability insurance policy for its directors and
officers.

Item 7.        Interests of Named Experts and Counsel

         Not applicable.

Item 8.        Exhibits

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

  4            ATS Medical, Inc. 1998 Employee Stock Purchase Plan

  5            Opinion of Dorsey & Whitney LLP
 
 23.1          Consent of Ernst & Young LLP

 23.2          Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
               Registration Statement)

  24           Power of Attorney

Item 9.        Undertakings

The undersigned registrant hereby undertakes:

        1.     To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (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; and

                (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 (1)(i) and (1)(ii) above will not apply if
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.

         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.

         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 of 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 Minneapolis, State of Minnesota, on June 23, 1998.

                                            ATS MEDICAL, INC.

                                            By  /s/ Manuel A. Villafana
                                               ---------------------------
                                               Manuel A. Villafana
                                               Chief Executive Officer

         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.

          Name                              Title                      Date
          ----                              -----                      ----

  /s/ Manuel A. Villafana      Chief Executive Officer, Chairman   June 23, 1998
----------------------------   of the Board and Director    
  Manuel A. Villafana          (Principal Executive Officer)

  *                            President, Chief Operating
----------------------------   Officer and Director
  Richard W. Kramp

  *                            Chief Financial Officer
----------------------------   (Principal Financial and Accounting
  John H. Jungbauer             Officer)

  *                            Director
----------------------------
  Charles F. Cuddihy, Jr.

  *                            Director
----------------------------
  David Boehnen

  *                            Director
----------------------------
  A. Jay Graf

*By: /s/ Manuel A. Villafana                                       June 23, 1998
----------------------------
     Manuel A. Villafana
EXHIBIT INDEX

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

      4              ATS Medical, Inc. 1998 Employee Stock Purchase Plan

      5              Opinion of Dorsey & Whitney LLP

     23.1            Consent of Ernst & Young LLP

     23.2            Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
                     this Registration Statement)

      24             Power of Attorney