SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-A/A

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

Cardiovascular Dynamics, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Delaware                                           68-0328265
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)


     13900 Alton Parkway, Suite 122
           Irvine, California                                    92718
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

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

TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED            EACH CLASS IS TO BE REGISTERED

  Not Applicable                       Not Applicable

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

Common Stock, par value $0.001 per share
(TITLE OF CLASS)


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.

Cardiovascular Dynamics, Inc.

Date: June 18, 1996           By:     /s/ Dana P. Nickell
                                     --------------------
                                     Dana P. Nickell, Vice President, Finance
                                     and Administration, Chief Financial
                                     Officer and Secretary


EXHIBIT(S)

Exhibit
No. Description

4.1 Specimen certificate for Registrant's Common Stock


EXHIBIT 4.1

COMMON STOCK                    [CVD LOGO]                          COMMON STOCK
[NUMBER SEAL]          CARDIOVASCULAR DYNAMICS, INC.               [SHARES SEAL]

INCORPORATED UNDER THE LAWS                SEE REVERSE FOR CERTAIN DEFINITIONS
  OF THE STATE OF DELAWARE                 AND A STATEMENT AS TO THE RIGHTS,
                                           PREFERENCES, PRIVILEGES AND RESTRIC-
                                           TIONS ON SHARES

                                                   CUSIP  14160K  10  2

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE PER
SHARE, OF

CARDIOVASCULAR DYNAMICS, INC.

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:


/s/ Dana P. Nickell                    [SEAL]           /s/ Michael R. Henson


     SECRETARY                                               CHAIRMAN AND
                                                       CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE


A statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Secretary of the Corporation at the principal office of the Corporation.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM            --  as tenants in common
TEN ENT            --  as tenants by the entireties
JT TEN             --  as joint tenants with right of
                       survivorship and not as tenants
                       in common
COM PROP           --  as community property

UNIF GIFT MIN ACT  --  ...............Custodian...............
                            (Cust)                (Minor)
                       under Uniform Gifts to Minors
                       Act....................................
                                       (State)
UNIF TRF MIN ACT   --  .........Custodian (until age.........)
                         (Cust)
                       ................under Uniform Transfers
                           (Minor)
                       to Minors Act..........................
                                            (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


________________________________________________________________________ Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

______________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated________________________

X________________________________________________

X________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By____________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.