FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                       Nitinol Medical Technologies, Inc.
     --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                      95-4090463
- ----------------------------------------             --------------------------
(State of incorporation or organization)                     (I.R.S. Employer
                                                     Identification No.)

       263 Summer Street
       Boston, Massachusetts                               02210
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(Address of principal executive offices)                     (zip code)


     If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [  ]

     If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [  ]

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to                        Name of each exchange on which
be so registered                              each class is to be registered
- ---------------------                         -------------------------------
     None

Securities to be registered pursuant to Section 12(g) of the Act:

Title of each class to                        Name of each exchange on which
    be so registered                          each class is to be registered
 ----------------------                       ------------------------------

   Common Stock,                                      Nasdaq National Market
par value $.001 per share   __________

                Copies of correspondence should be forwarded to:

                              Stephen H. Kay, Esq.
                  Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                                551 Fifth Avenue
                            New York, New York 10176

 
ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     Incorporated by reference to the information set forth under the heading
"Description of Capital Stock" contained in the Registration Statement on Form
S-1 (Registration No. 333-06463) under the Securities Act of 1933, as amended,
as filed with the Securities and Exchange Commission on June 20, 1996 and as
such registration statement may be thereafter amended.

ITEM 2.   EXHIBITS.

Exhibit No.  Exhibit
- -----------  -------

     3.1     Amended and Restated Certificate of Incorporation (incorporated by
             reference to Exhibit 3.1 to the Registration Statement on Form S-1
             (Registration No. 333-06463) under the Securities Act of 1933, as
             amended).

     3.2     Amended and Restated By-Laws (incorporated by reference to Exhibit
             3.2 to the Registration Statement on Form S-1 (Registration No. 
             333-06463) under the Securities Act of 1933, as amended).

     4.1     Specimen Stock Certificate (incorporated by reference to Exhibit
             4.1, to be filed by amendment, to the Registration Statement on
             Form S-1 (Registration No. 333-06463) under the Securities Act of
             1933, as amended).

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                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


REGISTRANT:  NITINOL MEDICAL TECHNOLOGIES, INC.


DATE: JULY 11, 1996


BY: /S/THOMAS M. TULLY
    ---------------------------------------
    THOMAS M. TULLY
    PRESIDENT AND CHIEF EXECUTIVE OFFICER

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                               INDEX TO EXHIBITS
 
 
                                                                                Sequentially
Exhibit No.  Exhibit                                                            Numbered Page
- -----------  -------                                                            -------------
                                                                           
     3.1     Amended and Restated Certificate of Incorporation
             (incorporated by reference to Exhibit 3.1 to the
             Registration Statement on Form S-1 (Registration
             No. 333-06463) under the Securities Act of 1933,
             as amended).

     3.2     Amended and Restated By-Laws (incorporated by reference
             to Exhibit 3.2 to the Registration Statement on Form S-1
             (Registration No. 333-06463) under the Securities Act
             of 1933, as amended).

     4.1     Specimen Stock Certificate (incorporated by reference
             to Exhibit 4.1, to be filed by amendment, to the
             Registration Statement on Form S-1 (Registration
             No. 333-06463) under the Securities Act of 1933,
             as amended).
 

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