As filed with the Securities and Exchange Commission on December 20, 1996

                                               Registration No.
                                                              ------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       PALOMAR MEDICAL TECHNOLOGIES, INC.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                    ---------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   04-3128178
                    ---------------------------------------
                     (I.R.S. employer identification number)

        66 Cherry Hill Drive, Beverly, Massachusetts 01915 (508) 921-9300
      --------------------------------------------------------------------
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

            Palomar Medical Technologies, Inc. 1996 Stock Option Plan
      Palomar Medical Technologies, Inc. 1996 Employee Stock Purchase Plan
      --------------------------------------------------------------------
                            (Full title of the plans)

                               Sarah Burgess Reed
                                 General Counsel
                       Palomar Medical Technologies, Inc.
                              66 Cherry Hill Drive
                          Beverly, Massachusetts 01915
                         ------------------------------
                     (Name and address of agent for service)

                                 (508) 921-9300
                    ---------------------------------------
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                  <C>                 <C>                  <C>                <C>   
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
       Title of Securities            Amount to be           Proposed             Proposed
        to be Registered               Registered            Maximum              Maximum        Amount of Registration
                                                          Offering Price         Aggregate       Fee
                                                            Per Share          Offering Price
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
Common Stock,  par value $.01 per      1,660,000              $6.60(1)          $10,956,000(1)      $3,320(1) 
share.
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
Common Stock,  par value $.01 per        840,000              $5.94(2)           $4,989,600(2)      $1,512(2)
share.
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
Common Stock,  par value $.01 per      1,000,000              $5.64(3)           $5,640,000(3)      $1,709(3)
share.
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
</TABLE>
(1)  For shares  issuable  pursuant to stock options  under the Palomar  Medical
     Technologies, Inc. 1996 Stock Option Plan (the "1996 Plan"), outstanding at
     December 19, 1996,  calculated pursuant to Rule 457(h) under the Securities
     Act of 1933, as amended (the " Act") based on the weighted average exercise
     price of such options.
(2)  For shares issuable  pursuant to options that may be granted under the 1996
     plan but not yet granted at December 19, 1996,  estimated  pursuant to Rule
     457(h) under the Act based on the average of the high and low prices of the
     Common  Stock as reported  on the NASDAQ  SmallCap  Market on December  18,
     1996.
(3)  For shares issuable pursuant to the Palomar Medical Technologies, Inc. 1996
     Employee  Stock  Purchase  Plan  (the  "Stock  Purchase  Plan"),  estimated
     pursuant  to Rule  457(c) and (h) under the Act based on 95% of the average
     of the high and low prices of the Common  Stock as  reported  on the NASDAQ
     SmallCap Market on December 18, 1996.


             ITEM 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual Report on Form 10-KSB and Form 10-KSB/A-1 for its
fiscal year ended  December 31, 1995,  the  Company's  Quarterly  Report on Form
10-QSB and Form  10-QSB/A-1 for its quarter ending March 31, 1996, the Company's
Quarterly  Report on Form  10-QSB for its  quarter  ending  June 30,  1996,  the
Company's  Quarterly  Report on Form 10-QSB for its quarter ending September 30,
1996,  the  Company's  Form 8-K filed with the  commission  on May 16, 1996,  as
amended by Form 8-K/A filed June 11, 1996, and the  description of the Company's
Common Stock contained in its Registration  Statement on Form 8-A filed with the
Commission  on June 6, 1992,  as amended by Form 8 on December 17, 1992,  all of
which have been previously  filed with the Commission,  are incorporated in this
Prospectus by reference.  All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the  termination of the offering made hereby are also  incorporated by reference
herein and made a part  hereof  from the date of filing of such  documents.  Any
statement  contained in a document  incorporated by reference herein is modified
or superseded for all purposes to the extent that a statement  contained in this
Prospectus or in any other  subsequently filed document which is incorporated by
reference modifies or replaces such statement.  The Company will provide without
charge to each person,  including any beneficial  owner,  to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a copy
of all documents incorporated herein by reference (not including the exhibits to
such documents,  unless such exhibits are specifically incorporated by reference
in such  documents).  Requests  for such copies  should be directed  to: John J.
Ingoldsby,  Palomar Medical  Technologies,  Inc., 66 Cherry Hill Drive, Beverly,
Massachusetts 01915; telephone number (508) 921-9300.


                                       2



             ITEM 4: DESCRIPTION OF SECURITIES

         Not applicable.

             ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial  statements  incorporated by reference in this Prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto,  and are included  herein upon the authority of said Firm as experts in
accounting and auditing.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Foley,  Hoag & Eliot LLP, One Post Office Square,
Boston, Massachusetts 02109.

             ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Delaware  General   Corporation  Law,  Section  102(b)(7),   enables  a
corporation in its original certificate of incorporation or an amendment thereto
validly  approved by  stockholders  to eliminate or limit personal  liability of
members of its Board of Directors for violations of a director's  fiduciary duty
of care. However,  the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty,  failure to act in good faith, engaging in
intentional  misconduct  or  knowingly  violating  a law,  paying a dividend  or
approving a stock  repurchase  which was deemed illegal or obtaining an improper
personal  benefit.  The  Company's  Certificate  of  Incorporation  includes the
following language:

"To the maximum extent permitted by Section 102(b)(7) of the General Corporation
Laws of Delaware,  a director of this corporation shall not be personally liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper personal benefit."

         Section  145 of the  General  Corporation  Law of the State of Delaware
generally  provides  that a corporation  may  indemnify  any director,  officer,
employee  or agent  against  expenses,  judgments,  fines  and  amounts  paid in
settlement in connection  with any action  against him by reason of his being or
having been such a  director,  officer,  employee or agent,  if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation  and, with respect to any criminal  action,  had no
reasonable cause to believe his conduct was unlawful.  No indemnification  shall
be made,  however,  if he is adjudged liable for negligence or misconduct in the
performance of his duty to the corporation, unless a court determines that he is
nevertheless  entitled to indemnification.  If he is successful on the merits or
otherwise in defending the action,  the  corporation  must indemnify him against
expenses  actually and reasonably  incurred by him.  Article IX of the Company's
Bylaws provides indemnification as follows:


                                       3



INDEMNIFICATION

SECTION 1. Actions,  Etc. Other Than by or in the Right of the Corporation.  The
Corporation shall, to the full extent legally permissible,  indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  including a grand jury  proceeding,  and all
appeals (but excluding any such action, suit or proceeding by or in the right of
the  Corporation),  by reason of the fact that such person is or was a director,
executive  officer (as  hereinafter  defined) or advisory  council member of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding  if such  person  acted in good  faith and in a manner  such
person reasonably  believed to be in or not opposed to the best interests of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  the  conduct  in  question  was  unlawful.   The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, that such person had reasonable cause to believe that the conduct in
question was unlawful. As used in this Article IX, an "executive officer" of the
Corporation is the  president,  treasurer,  a vice president  given the title of
executive vice president,  or any officer designated as such pursuant to vote of
the Board of Directors.

SECTION 2. Actions. Etc. by or in the Right of the Corporation.  The Corporation
shall, to the full extent legally  permissible,  indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action  or  suit,  including  appeals,  by or in  the  right  of  the
Corporation to procure a judgment in its favor,  by reason of the fact that such
person is or was a director or executive  officer of the  Corporation as defined
in  Section  1 of this  Article,  or is or was  serving  at the  request  of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3. Determination of Right of  Indemnification.  Any indemnification of a
director or officer (unless ordered by a court) shall be made by the Corporation
only  as  authorized  in the  specific  case  upon  a  determination  that  such
indemnification is proper in the circumstances because the director or executive
officer  has met the  applicable  standard of conduct as set forth in Sections 1
and 2 hereof.  Such a determination shall be reasonably and promptly made (i) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not  parties to such  action,  suit or  proceeding,  or (ii) (if such a
quorum is not  obtainable,  or, even if obtainable if a quorum of  disinterested
directors so directs) by  independent  legal  counsel in a written  opinion,  or
(iii) by the stockholders.


                                       4




SECTION 4. Indemnification Against Expenses of Successful Party. Notwithstanding
any other provision of this Article, to the extent that a director or officer of
the  Corporation  has  been  successful  in whole  or in part on the  merits  or
otherwise, including the dismissal of an action without prejudice, in defense of
any  action,  suit or  proceeding  or in defense  of any claim,  issue or matter
therein,  such person  shall be  indemnified  against all  expenses  incurred in
connection therewith.

SECTION 5. Advances of Expenses.  Expenses  incurred by a director or officer in
any action,  suit or proceeding  shall be paid by the  Corporation in advance of
the final  disposition of thereof,  if such person shall undertake to repay such
amount in the event that it is ultimately  determined,  as provided herein, that
such person is not entitled to  indemnification.  Notwithstanding the foregoing,
no advance shall be made by the Corporation if a determination is reasonably and
promptly  made (i) by the Board of Directors  by a majority  vote of a quorum of
disinterested directors, or (ii) (if such a quorum is not obtainable or, even if
obtainable,  if a quorum of  disinterested  directors so directs) by independent
legal  counsel in a written  opinion,  that,  based upon the facts  known to the
Board of Directors or such counsel at the time such  determination is made, such
person  has not met the  relevant  standards  set forth for  indemnification  in
Section 1 or 2, as the case may be.

SECTION  6.  Right  to   Indemnification   Upon   Application:   Procedure  Upon
Application.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this
Article shall be made  promptly,  and in any event within ninety days,  upon the
written request of the person seeking to be indemnified,  unless a determination
is reasonably and promptly made by the Board of Directors that such person acted
in a manner set forth in such  Sections so as to justify the  Corporation's  not
indemnifying  such person or making  such an advance.  In the event no quorum of
disinterested  directors is  obtainable,  the Board of Directors  shall promptly
appoint  independent  legal  counsel to decide  whether the person  acted in the
manner  set  forth in such  Sections  so as to  justify  the  Corporation's  not
indemnifying such person or making such an advance. The right to indemnification
or advances as granted by this Article  shall be  enforceable  by such person in
any court of competent  jurisdiction,  if the Board of Directors or  independent
legal  counsel  denies  the  claim  therefor,  in  whole  or in  part,  or if no
disposition of such claim is made within ninety days.

SECTION 7. Other Right and Remedies: Continuation of Rights. The indemnification
and  advancement  of  expenses  provided  by this  Article  shall  not be deemed
exclusive of any other  rights to which any person  seeking  indemnification  or
advancement  of expenses  may be entitled  under any Bylaw,  agreement,  Vote of
stockholders  or  disinterested  directors,  the General  Corporation Law of the
State of  Delaware or  otherwise,  both as to action in such  person's  official
capacity and as to action in another  capacity  while  holding such office.  All
rights to  indemnification  or advancement under this Article shall be deemed to
be in the nature of  contractual  rights  bargained for and  enforceable by each
director  and  executive  officer as defined  in Section 1 of this  Article  who
serves in such  capacity  at any time  while  this  Article  and other  relevant
provisions  of the General  Corporation  Law of the State of Delaware  and other
applicable laws, if any, are in effect. All right to indemnification  under this
Article or  advancement of expenses shall continue as to a person who has ceased
to be a director  or  executive  officer,  and shall inure to the benefit of the
heirs,  executors and administrators of such a person. No repeal or modification
of this  Article  shall  adversely  affect any such rights or  obligations  then
existing with respect to any state of facts then or theretofore  existing or any
action,  suit or proceeding  theretofore or thereafter brought based in whole or
in part upon any such state of facts.  The Corporation  shall also indemnify any
person  for  attorneys'  fees,  costs,  and  expenses  in  connection  with  the
successful enforcement of such person s rights under this Article.


                                       5




SECTION 8. Other Indemnities.  The Board of Directors may, by general vote or by
vote  pertaining  to a specific  officer,  employee or agent,  advisory  council
member  or  class  thereof,   authorize  indemnification  of  the  Corporation's
employees and agents,  in addition to those  executive  officers and to whatever
extent it may determine,  which may be in the same manner and to the same extent
provided above.

SECTION 9.  Insurance.  Upon  resolution  passed by the Board of Directors,  the
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was a director,  officer,  employee,  advisory council member or agent of the
Corporation,  or is or was  serving  at the  request  of the  Corporation,  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the Corporation would have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

SECTION  10.  Constituent  Corporations.  For  the  purposes  of  this  Article,
reference  to "the  Corporation"  shall  include,  in addition to the  resulting
corporation,  any  constituent  corporations  (including  any  constituent  of a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such a  constituent  corporation  or is or was  serving  at the  request of such
constituent  corporation  as a  director  or  officer  of  another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the  provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

SECTION 11.  Savings  Clause.  If this  Article or any portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each director,  executive  officer,
advisory  council  member,  and those  employees  and agents of the  Corporation
granted  indemnification  pursuant to Section 3 hereof as to expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  including  a grand jury  proceeding,  and all  appeals,  and any
action  by the  Corporation,  to the full  extent  permitted  by any  applicable
portion of this  Article  that shall not have been  invalidated  or by any other
applicable law.

SECTION 12. Other Enterprises.  Fines. and Serving at Corporation's Request. For
purposes  of this  Article,  references  to "other  enterprises"  shall  include
employee  benefit  plans;  references  to "fines" shall include any excise taxes
assessed on a person with respect to any employee  benefit plan;  and references
to "serving at the request of the  Corporation"  shall  include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to any employee benefit plan, its participants,  or beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and  beneficiaries of any employee benefit plan
shall be deemed to have acted in a manner not opposed to the best  interests  of
the Corporation" as referred to in this Article.


             ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


                                       6




             ITEM 8: EXHIBITS

         The following  documents have been previously filed as Exhibits and are
incorporated  herein  by  reference  except  those  exhibits  indicated  with an
asterisk which are filed herewith:

         Exhibit No.       Description

         4(a)              Restated  Certificate of Incorporation,  incorporated
                           by reference to Exhibit No.  10(rr) of the  Company's
                           Quarterly  Report  on Form  10-QSB  for  its  quarter
                           ending June 30, 1996, filed August 14, 1996.

         4(b)              Bylaws of the Registrant incorporated by reference to
                           Exhibit No. 3b of the  Company's  Amendment  No. 8 to
                           Registration   Statement   on  Form  S-1  [Reg.   No.
                           33-47479] filed December 17, 1992

         4(c)              Form of  Common  Stock  Certificate  incorporated  by
                           reference   to  Exhibit  No.  4b  of  the   Company's
                           Amendment No. 8 to Registration Statement on Form S-1
                           [Reg. No. 33-47479] filed December 17, 1992

         4(d)              Certificate  of  Designation  of Series G Convertible
                           Preferred   Stock,    dated   September   26,   1996,
                           incorporated  by reference  to Exhibit No.  10(ww) of
                           the Company's Quarterly Report on Form 10-QSB for its
                           quarter  ending  September 30, 1996,  filed  November
                           14,1996.

         4(e)*             Certificate  of Amendment to the  Company's  Restated
                           Certificate  of  Incorporation,  as  filed  with  the
                           Delaware Secretary of State on December 16, 1996.

         5*                Opinion of Foley, Hoag & Eliot LLP regarding legality
                           of shares registered hereunder

         23(a)*            Consent of Arthur  Andersen LLP,  independent  public
                           accountants

         23(b)*            Consent  of  Foley,  Hoag &  Eliot  LLP  included  in
                           Exhibit 5
                           
         99(a)             1996 Stock Option Plan,  incorporated by reference to
                           Exhibit No. 10(pp) of the Company's  Quarterly Report
                           on Form 10-QSB for its quarter  ending June 30, 1996,
                           filed August 14, 1996.

         99(b)             1996 Employee Stock Purchase  Plan,  incorporated  by
                           reference  to  Exhibit  No.  10(qq) of the  Company's
                           Quarterly  Report  on Form  10-QSB  for  its  quarter
                           ending June 30, 1996, filed August 14, 1996.


                                       7





             ITEM 9: UNDERTAKINGS

(1)   The undersigned Registrant hereby undertakes:

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

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

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

                (iii) To include any  material  information  with respect to the
                      plan  of  distribution  not  previously  disclosed  in the
                      registration  statement  or any  material  change  to such
                      information in the registration statement;

         provided, however, that paragraphs 2(a)(i) and 2(a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference herein.

             (b)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 herein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  bona  fide
                offering thereof.

             (c)To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities being registered which remain at
                the termination of the offering.

(2)   The undersigned  registrant  hereby  undertakes  that, for the 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 any 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 herein, and the offering of
      such  securities  at that  time be  deemed  to be the  initial  bona  fide
      offering thereof.

(3)   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  provision,  or
      otherwise,  the  registrant  


                                       8




      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 0onnection 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.



                                       9




                                   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 Beverly,  Commonwealth of Massachusetts,  on December
19, 1996.

                                              PALOMAR MEDICAL TECHNOLOGIES, INC.


                                               By: /s/ Steven Georgiev
                                                 -------------------------------
                                                   Steven Georgiev, Chairman


         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.

<TABLE>
<CAPTION>

                 Signature                                       Title                                       Date
                 ---------                                       -----                                       ----
   <S>                                      <C>                                                      <C>   

   /s/  Steven Georgiev                      Chairman of the Board, Chief                              December 19, 1996
   --------------------------------------    Executive Officer and Director
   Steven Georgiev                           (Principal Executive Officer)    
                                            

   /s/  Dr. Michael H. Smotrich              President, Chief Operating Officer,                       December 19, 1996
   --------------------------------------    Director
   Dr. Michael H. Smotrich                   

   /s/  Joseph P. Caruso                     Vice President, Chief Financial                           December 19, 1996
   --------------------------------------    Officer, Treasurer (Principal Financial and
   Joseph P. Caruso                          Accounting Officer)                            
                                             

   /s/  Joseph E. Levangie                   Director                                                  December 19, 1996
   --------------------------------------
   Joseph E. Levangie


   /s/  Buster C. Glosson                    Director                                                  December 19, 1996
   --------------------------------------
   Buster C. Glosson

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 34164}]
{"company-data": {"conformed-name": "PALOMAR MEDICAL TECHNOLOGIES INC", "cik": "0000881695", "assigned-sic": "3672", "irs-number": "043128178", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18347", "film-number": "96683810"}, "business-address": {"street1": "66 CHERRY HILL DR", "city": "BEVERLY", "state": "MA", "zip": "01915", "phone": "5089219300"}, "mail-address": {"street1": "66 CHERRY HILL DR", "city": "BEVERLY", "state": "MA", "zip": "01915"}}
As filed with the Securities and Exchange Commission on December 20, 1996

                                               Registration No.
                                                              ------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       PALOMAR MEDICAL TECHNOLOGIES, INC.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                    ---------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   04-3128178
                    ---------------------------------------
                     (I.R.S. employer identification number)

        66 Cherry Hill Drive, Beverly, Massachusetts 01915 (508) 921-9300
      --------------------------------------------------------------------
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

            Palomar Medical Technologies, Inc. 1996 Stock Option Plan
      Palomar Medical Technologies, Inc. 1996 Employee Stock Purchase Plan
      --------------------------------------------------------------------
                            (Full title of the plans)

                               Sarah Burgess Reed
                                 General Counsel
                       Palomar Medical Technologies, Inc.
                              66 Cherry Hill Drive
                          Beverly, Massachusetts 01915
                         ------------------------------
                     (Name and address of agent for service)

                                 (508) 921-9300
                    ---------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
       Title of Securities            Amount to be           Proposed             Proposed
        to be Registered               Registered            Maximum              Maximum        Amount of Registration
                                                          Offering Price         Aggregate       Fee
                                                            Per Share          Offering Price
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
Common Stock,  par value $.01 per      1,660,000              $6.60(1)          $10,956,000(1)      $3,320(1) 
share.
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
Common Stock,  par value $.01 per        840,000              $5.94(2)           $4,989,600(2)      $1,512(2)
share.
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
Common Stock,  par value $.01 per      1,000,000              $5.64(3)           $5,640,000(3)      $1,709(3)
share.
---------------------------------- ------------------- --------------------- ------------------- ------------------------------
(1)  For shares  issuable  pursuant to stock options  under the Palomar  Medical
     Technologies, Inc. 1996 Stock Option Plan (the "1996 Plan"), outstanding at
     December 19, 1996,  calculated pursuant to Rule 457(h) under the Securities
     Act of 1933, as amended (the " Act") based on the weighted average exercise
     price of such options.
(2)  For shares issuable  pursuant to options that may be granted under the 1996
     plan but not yet granted at December 19, 1996,  estimated  pursuant to Rule
     457(h) under the Act based on the average of the high and low prices of the
     Common  Stock as reported  on the NASDAQ  SmallCap  Market on December  18,
     1996.
(3)  For shares issuable pursuant to the Palomar Medical Technologies, Inc. 1996
     Employee  Stock  Purchase  Plan  (the  "Stock  Purchase  Plan"),  estimated
     pursuant  to Rule  457(c) and (h) under the Act based on 95% of the average
     of the high and low prices of the Common  Stock as  reported  on the NASDAQ
     SmallCap Market on December 18, 1996.

             ITEM 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual Report on Form 10-KSB and Form 10-KSB/A-1 for its
fiscal year ended  December 31, 1995,  the  Company's  Quarterly  Report on Form
10-QSB and Form  10-QSB/A-1 for its quarter ending March 31, 1996, the Company's
Quarterly  Report on Form  10-QSB for its  quarter  ending  June 30,  1996,  the
Company's  Quarterly  Report on Form 10-QSB for its quarter ending September 30,
1996,  the  Company's  Form 8-K filed with the  commission  on May 16, 1996,  as
amended by Form 8-K/A filed June 11, 1996, and the  description of the Company's
Common Stock contained in its Registration  Statement on Form 8-A filed with the
Commission  on June 6, 1992,  as amended by Form 8 on December 17, 1992,  all of
which have been previously  filed with the Commission,  are incorporated in this
Prospectus by reference.  All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the  termination of the offering made hereby are also  incorporated by reference
herein and made a part  hereof  from the date of filing of such  documents.  Any
statement  contained in a document  incorporated by reference herein is modified
or superseded for all purposes to the extent that a statement  contained in this
Prospectus or in any other  subsequently filed document which is incorporated by
reference modifies or replaces such statement.  The Company will provide without
charge to each person,  including any beneficial  owner,  to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a copy
of all documents incorporated herein by reference (not including the exhibits to
such documents,  unless such exhibits are specifically incorporated by reference
in such  documents).  Requests  for such copies  should be directed  to: John J.
Ingoldsby,  Palomar Medical  Technologies,  Inc., 66 Cherry Hill Drive, Beverly,
Massachusetts 01915; telephone number (508) 921-9300.

                                       2

             ITEM 4: DESCRIPTION OF SECURITIES

         Not applicable.

             ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial  statements  incorporated by reference in this Prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto,  and are included  herein upon the authority of said Firm as experts in
accounting and auditing.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Foley,  Hoag & Eliot LLP, One Post Office Square,
Boston, Massachusetts 02109.

             ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Delaware  General   Corporation  Law,  Section  102(b)(7),   enables  a
corporation in its original certificate of incorporation or an amendment thereto
validly  approved by  stockholders  to eliminate or limit personal  liability of
members of its Board of Directors for violations of a director's  fiduciary duty
of care. However,  the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty,  failure to act in good faith, engaging in
intentional  misconduct  or  knowingly  violating  a law,  paying a dividend  or
approving a stock  repurchase  which was deemed illegal or obtaining an improper
personal  benefit.  The  Company's  Certificate  of  Incorporation  includes the
following language:

"To the maximum extent permitted by Section 102(b)(7) of the General Corporation
Laws of Delaware,  a director of this corporation shall not be personally liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper personal benefit."

         Section  145 of the  General  Corporation  Law of the State of Delaware
generally  provides  that a corporation  may  indemnify  any director,  officer,
employee  or agent  against  expenses,  judgments,  fines  and  amounts  paid in
settlement in connection  with any action  against him by reason of his being or
having been such a  director,  officer,  employee or agent,  if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation  and, with respect to any criminal  action,  had no
reasonable cause to believe his conduct was unlawful.  No indemnification  shall
be made,  however,  if he is adjudged liable for negligence or misconduct in the
performance of his duty to the corporation, unless a court determines that he is
nevertheless  entitled to indemnification.  If he is successful on the merits or
otherwise in defending the action,  the  corporation  must indemnify him against
expenses  actually and reasonably  incurred by him.  Article IX of the Company's
Bylaws provides indemnification as follows:

                                       3

INDEMNIFICATION

SECTION 1. Actions,  Etc. Other Than by or in the Right of the Corporation.  The
Corporation shall, to the full extent legally permissible,  indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  including a grand jury  proceeding,  and all
appeals (but excluding any such action, suit or proceeding by or in the right of
the  Corporation),  by reason of the fact that such person is or was a director,
executive  officer (as  hereinafter  defined) or advisory  council member of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding  if such  person  acted in good  faith and in a manner  such
person reasonably  believed to be in or not opposed to the best interests of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  the  conduct  in  question  was  unlawful.   The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, that such person had reasonable cause to believe that the conduct in
question was unlawful. As used in this Article IX, an "executive officer" of the
Corporation is the  president,  treasurer,  a vice president  given the title of
executive vice president,  or any officer designated as such pursuant to vote of
the Board of Directors.

SECTION 2. Actions. Etc. by or in the Right of the Corporation.  The Corporation
shall, to the full extent legally  permissible,  indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action  or  suit,  including  appeals,  by or in  the  right  of  the
Corporation to procure a judgment in its favor,  by reason of the fact that such
person is or was a director or executive  officer of the  Corporation as defined
in  Section  1 of this  Article,  or is or was  serving  at the  request  of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3. Determination of Right of  Indemnification.  Any indemnification of a
director or officer (unless ordered by a court) shall be made by the Corporation
only  as  authorized  in the  specific  case  upon  a  determination  that  such
indemnification is proper in the circumstances because the director or executive
officer  has met the  applicable  standard of conduct as set forth in Sections 1
and 2 hereof.  Such a determination shall be reasonably and promptly made (i) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not  parties to such  action,  suit or  proceeding,  or (ii) (if such a
quorum is not  obtainable,  or, even if obtainable if a quorum of  disinterested
directors so directs) by  independent  legal  counsel in a written  opinion,  or
(iii) by the stockholders.

                                       4

SECTION 4. Indemnification Against Expenses of Successful Party. Notwithstanding
any other provision of this Article, to the extent that a director or officer of
the  Corporation  has  been  successful  in whole  or in part on the  merits  or
otherwise, including the dismissal of an action without prejudice, in defense of
any  action,  suit or  proceeding  or in defense  of any claim,  issue or matter
therein,  such person  shall be  indemnified  against all  expenses  incurred in
connection therewith.

SECTION 5. Advances of Expenses.  Expenses  incurred by a director or officer in
any action,  suit or proceeding  shall be paid by the  Corporation in advance of
the final  disposition of thereof,  if such person shall undertake to repay such
amount in the event that it is ultimately  determined,  as provided herein, that
such person is not entitled to  indemnification.  Notwithstanding the foregoing,
no advance shall be made by the Corporation if a determination is reasonably and
promptly  made (i) by the Board of Directors  by a majority  vote of a quorum of
disinterested directors, or (ii) (if such a quorum is not obtainable or, even if
obtainable,  if a quorum of  disinterested  directors so directs) by independent
legal  counsel in a written  opinion,  that,  based upon the facts  known to the
Board of Directors or such counsel at the time such  determination is made, such
person  has not met the  relevant  standards  set forth for  indemnification  in
Section 1 or 2, as the case may be.

SECTION  6.  Right  to   Indemnification   Upon   Application:   Procedure  Upon
Application.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this
Article shall be made  promptly,  and in any event within ninety days,  upon the
written request of the person seeking to be indemnified,  unless a determination
is reasonably and promptly made by the Board of Directors that such person acted
in a manner set forth in such  Sections so as to justify the  Corporation's  not
indemnifying  such person or making  such an advance.  In the event no quorum of
disinterested  directors is  obtainable,  the Board of Directors  shall promptly
appoint  independent  legal  counsel to decide  whether the person  acted in the
manner  set  forth in such  Sections  so as to  justify  the  Corporation's  not
indemnifying such person or making such an advance. The right to indemnification
or advances as granted by this Article  shall be  enforceable  by such person in
any court of competent  jurisdiction,  if the Board of Directors or  independent
legal  counsel  denies  the  claim  therefor,  in  whole  or in  part,  or if no
disposition of such claim is made within ninety days.

SECTION 7. Other Right and Remedies: Continuation of Rights. The indemnification
and  advancement  of  expenses  provided  by this  Article  shall  not be deemed
exclusive of any other  rights to which any person  seeking  indemnification  or
advancement  of expenses  may be entitled  under any Bylaw,  agreement,  Vote of
stockholders  or  disinterested  directors,  the General  Corporation Law of the
State of  Delaware or  otherwise,  both as to action in such  person's  official
capacity and as to action in another  capacity  while  holding such office.  All
rights to  indemnification  or advancement under this Article shall be deemed to
be in the nature of  contractual  rights  bargained for and  enforceable by each
director  and  executive  officer as defined  in Section 1 of this  Article  who
serves in such  capacity  at any time  while  this  Article  and other  relevant
provisions  of the General  Corporation  Law of the State of Delaware  and other
applicable laws, if any, are in effect. All right to indemnification  under this
Article or  advancement of expenses shall continue as to a person who has ceased
to be a director  or  executive  officer,  and shall inure to the benefit of the
heirs,  executors and administrators of such a person. No repeal or modification
of this  Article  shall  adversely  affect any such rights or  obligations  then
existing with respect to any state of facts then or theretofore  existing or any
action,  suit or proceeding  theretofore or thereafter brought based in whole or
in part upon any such state of facts.  The Corporation  shall also indemnify any
person  for  attorneys'  fees,  costs,  and  expenses  in  connection  with  the
successful enforcement of such person s rights under this Article.

                                       5

SECTION 8. Other Indemnities.  The Board of Directors may, by general vote or by
vote  pertaining  to a specific  officer,  employee or agent,  advisory  council
member  or  class  thereof,   authorize  indemnification  of  the  Corporation's
employees and agents,  in addition to those  executive  officers and to whatever
extent it may determine,  which may be in the same manner and to the same extent
provided above.

SECTION 9.  Insurance.  Upon  resolution  passed by the Board of Directors,  the
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was a director,  officer,  employee,  advisory council member or agent of the
Corporation,  or is or was  serving  at the  request  of the  Corporation,  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the Corporation would have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

SECTION  10.  Constituent  Corporations.  For  the  purposes  of  this  Article,
reference  to "the  Corporation"  shall  include,  in addition to the  resulting
corporation,  any  constituent  corporations  (including  any  constituent  of a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such a  constituent  corporation  or is or was  serving  at the  request of such
constituent  corporation  as a  director  or  officer  of  another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the  provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

SECTION 11.  Savings  Clause.  If this  Article or any portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each director,  executive  officer,
advisory  council  member,  and those  employees  and agents of the  Corporation
granted  indemnification  pursuant to Section 3 hereof as to expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  including  a grand jury  proceeding,  and all  appeals,  and any
action  by the  Corporation,  to the full  extent  permitted  by any  applicable
portion of this  Article  that shall not have been  invalidated  or by any other
applicable law.

SECTION 12. Other Enterprises.  Fines. and Serving at Corporation's Request. For
purposes  of this  Article,  references  to "other  enterprises"  shall  include
employee  benefit  plans;  references  to "fines" shall include any excise taxes
assessed on a person with respect to any employee  benefit plan;  and references
to "serving at the request of the  Corporation"  shall  include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to any employee benefit plan, its participants,  or beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and  beneficiaries of any employee benefit plan
shall be deemed to have acted in a manner not opposed to the best  interests  of
the Corporation" as referred to in this Article.

             ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                       6

             ITEM 8: EXHIBITS

         The following  documents have been previously filed as Exhibits and are
incorporated  herein  by  reference  except  those  exhibits  indicated  with an
asterisk which are filed herewith:

         Exhibit No.       Description

         4(a)              Restated  Certificate of Incorporation,  incorporated
                           by reference to Exhibit No.  10(rr) of the  Company's
                           Quarterly  Report  on Form  10-QSB  for  its  quarter
                           ending June 30, 1996, filed August 14, 1996.

         4(b)              Bylaws of the Registrant incorporated by reference to
                           Exhibit No. 3b of the  Company's  Amendment  No. 8 to
                           Registration   Statement   on  Form  S-1  [Reg.   No.
                           33-47479] filed December 17, 1992

         4(c)              Form of  Common  Stock  Certificate  incorporated  by
                           reference   to  Exhibit  No.  4b  of  the   Company's
                           Amendment No. 8 to Registration Statement on Form S-1
                           [Reg. No. 33-47479] filed December 17, 1992

         4(d)              Certificate  of  Designation  of Series G Convertible
                           Preferred   Stock,    dated   September   26,   1996,
                           incorporated  by reference  to Exhibit No.  10(ww) of
                           the Company's Quarterly Report on Form 10-QSB for its
                           quarter  ending  September 30, 1996,  filed  November
                           14,1996.

         4(e)*             Certificate  of Amendment to the  Company's  Restated
                           Certificate  of  Incorporation,  as  filed  with  the
                           Delaware Secretary of State on December 16, 1996.

         5*                Opinion of Foley, Hoag & Eliot LLP regarding legality
                           of shares registered hereunder

         23(a)*            Consent of Arthur  Andersen LLP,  independent  public
                           accountants

         23(b)*            Consent  of  Foley,  Hoag &  Eliot  LLP  included  in
                           Exhibit 5
                           
         99(a)             1996 Stock Option Plan,  incorporated by reference to
                           Exhibit No. 10(pp) of the Company's  Quarterly Report
                           on Form 10-QSB for its quarter  ending June 30, 1996,
                           filed August 14, 1996.

         99(b)             1996 Employee Stock Purchase  Plan,  incorporated  by
                           reference  to  Exhibit  No.  10(qq) of the  Company's
                           Quarterly  Report  on Form  10-QSB  for  its  quarter
                           ending June 30, 1996, filed August 14, 1996.

                                       7

             ITEM 9: UNDERTAKINGS

(1)   The undersigned Registrant hereby undertakes:

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

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

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

                (iii) To include any  material  information  with respect to the
                      plan  of  distribution  not  previously  disclosed  in the
                      registration  statement  or any  material  change  to such
                      information in the registration statement;

         provided, however, that paragraphs 2(a)(i) and 2(a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference herein.

             (b)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 herein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  bona  fide
                offering thereof.

             (c)To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities being registered which remain at
                the termination of the offering.

(2)   The undersigned  registrant  hereby  undertakes  that, for the 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 any 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 herein, and the offering of
      such  securities  at that  time be  deemed  to be the  initial  bona  fide
      offering thereof.

(3)   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  provision,  or
      otherwise,  the  registrant  

                                       8

      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 0onnection 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.

                                       9

                                   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 Beverly,  Commonwealth of Massachusetts,  on December
19, 1996.

                                              PALOMAR MEDICAL TECHNOLOGIES, INC.

                                               By: /s/ Steven Georgiev
                                                 -------------------------------
                                                   Steven Georgiev, Chairman

         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/  Steven Georgiev                      Chairman of the Board, Chief                              December 19, 1996
   --------------------------------------    Executive Officer and Director
   Steven Georgiev                           (Principal Executive Officer)    
                                            

   /s/  Dr. Michael H. Smotrich              President, Chief Operating Officer,                       December 19, 1996
   --------------------------------------    Director
   Dr. Michael H. Smotrich                   

   /s/  Joseph P. Caruso                     Vice President, Chief Financial                           December 19, 1996
   --------------------------------------    Officer, Treasurer (Principal Financial and
   Joseph P. Caruso                          Accounting Officer)                            
                                             

   /s/  Joseph E. Levangie                   Director                                                  December 19, 1996
   --------------------------------------
   Joseph E. Levangie

   /s/  Buster C. Glosson                    Director                                                  December 19, 1996
   --------------------------------------
   Buster C. Glosson