As filed with the Securities and Exchange Commission on June 11, 2002
                                                Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________


                                ICU MEDICAL, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                                33-0022692
(State or other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                               951 Calle Amanecer
                         San Clemente, California 92673
        (Address of Registrant's Principal Executive Offices) (Zip Code)

                                ICU MEDICAL, INC.
                        2001 DIRECTORS' STOCK OPTION PLAN
                              (Full Title of Plan)

                             ______________________

                               FRANCIS J. O'BRIEN
                Secretary, Treasurer and Chief Financial Officer
                                ICU Medical, Inc.
                               951 Calle Amanecer
                         San Clemente, California 92673
                     (Name and Address of Agent for Service)
                                 (949) 366-2183
          (Telephone Number, Including Area Code, of Agent for Service)

                             ______________________

                                 With a Copy to:

                             STEPHEN E. NEWTON, Esq.
                       Heller Ehrman White & McAuliffe LLP
                            601 South Figueroa Street
                          Los Angeles, California 90017
                                 (213) 689-0200

                             ______________________



                                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- -----------------
                                                 Proposed                Proposed
                                                 Maximum                 Maximum
Title of Securities       Amount to              Offering Price          Aggregate              Amount of
 to be Registered         be Registered          Per Share               Offering Price         Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- -----------------
                                                                                    
Common Stock              750,000 shares         $ 30.18           (1)   $ 22,635,000           $ 2,083
-----------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for purposes of determining the registration fee based
         upon the average of the high and low prices of the Common Stock
         reported by the Nasdaq National Market on June 7, 2002
-----------------------------------------------------------------------------------------------------------------



                                     PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.
------            ---------------------------------------

         All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of the filing of this Registration Statement and
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities registered under this Registration Statement
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such documents.

         The following documents filed with the Commission (File No. 0-19974)
are incorporated in this Registration Statement by reference:

                  1.       Registrant's Annual Report on Form 10-K for the year
                           ended December 31, 2001.

                  2.       Registrant's Current Report on Form 8-K filed
                           February 19, 2002.

                  3.       Registrant's Current Report on Form 8-K filed March
                           4, 2002.

                  4.       Registrant's Current Report on Form 8-K filed March
                           15, 2002.

                  5.       Registrant's Quarterly Report on Form 10-Q for the
                           quarter ended March 31, 2002.

                  6.       Registrant's Current Report on Form 8-K filed May 15,
                           2002.

         There is incorporated in this Registration Statement by reference the
description of Registrant's Common Stock contained in Registrant's Prospectus
(Subject to Completion) in Registrant's Registration Statement on Form S-1
(Registration No. 33-45734) filed with the Commission on February 14, 1992,
which description was incorporated by reference into Registrant's Registration
Statement on Form 8-A dated March 19, 1992 filed with the Commission under the
Exchange Act on March 21, 1992.

Item 4.           Description of Securities.
------            -------------------------

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.
------            --------------------------------------

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.
------            -----------------------------------------

         Section 145 of the General Corporation Law of Delaware (the "GCL")
permits, and under certain circumstances requires, Registrant to indemnify its
directors, officers, employees and agents subject to certain conditions and
limitations. Article VII of Registrant's Bylaws requires it to indemnify
directors and permits it to indemnify officers, employees and agents to the full
extent permitted by the GCL. Registrant has also entered into Indemnity
Agreements with its officers pursuant to which Registrant has agreed to
indemnify them. The Indemnity Agreements require indemnification of officers,
under circumstances in which such indemnification would otherwise be
discretionary, unless Registrant sustains the burden of proving that the officer
has not met the applicable standard of conduct. Registrant is not obligated to
make any payment prohibited by law. Registrant's Bylaws, together with the
Indemnity Agreements, expand its indemnification obligations to the full extent
permitted by law. While Delaware law contemplates some expansion of
indemnification beyond what is specifically authorized by the GCL, the courts
have not yet established the boundaries of permissible indemnification.

                                      II-1


Item 7.           Exemption from Registration Claimed.
------            -----------------------------------

                  Not applicable.

Item 8.           Exhibits.
------            --------

                  4        Not applicable.

                  5.1      Opinion of Heller Ehrman White & McAuliffe LLP.

                  15       Not applicable.

                  24.1     Consent of Heller Ehrman White & McAuliffe LLP
                           (included in Exhibit 5.1).

                  24.2     Consent of Arthur Andersen LLP

                  25.1     Power of Attorney of certain officers and directors
                           (included on Page II-4).

                  28       Not applicable.

                  29       Not applicable.

Item 9.           Undertakings.
------            ------------

         (a) The undersigned Registrant hereby undertakes:

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

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

                           (ii) To reflect in the Prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

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

         provided, however, that paragraphs (a)(1)(i) and (a) (1) (ii) do not
         apply if the registration statement is on Form S-3 or Form S-8 and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bonafide 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.

                                      II-2


         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 this
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 bonafide offering thereof.

         (c) 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 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.

                                      II-3


                                   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 San Clemente, State of California, on June 10, 2002.

                                              ICU MEDICAL, INC.


                                              By  /s/GEORGE A. LOPEZ
                                                  ------------------------------
                                                  George A. Lopez
                                                  Chairman of the Board and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George A. Lopez and Francis J. O'Brien,
or either of them, his or her attorneys-in-fact, with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                Signature                                        Title                                 Date
                ---------                                        -----                                 ----

                                                                                          
           /s/GEORGE A. LOPEZ                          Chairman of the Board and                   June 10, 2002
           ------------------                          Chief Executive Officer,
             George A. Lopez                         (Principal Executive Officer)

          /s/FRANCIS J. O'BRIEN                              Treasurer and                         June 10, 2002
          ---------------------                         Chief Financial Officer
           Francis J. O'Brien                (Principal Financial and Accounting Officer)

            /s/JACK W. BROWN                                   Director                            June 10, 2002
            ----------------
              Jack W. Brown

           /s/JOHN J. CONNORS                                  Director                            June 10, 2002
           ------------------
             John J. Connors

      /s/MICHAEL T. KOVALCHIK, III                             Director                            June 10, 2002
      ----------------------------
        Michael T. Kovalchik, III

          /s/JOSEPH R. SAUCEDO                                 Director                            June 10, 2002
          --------------------
            Joseph R. Saucedo

          /s/RICHARD H. SHERMAN                                Director                            June 10, 2002
          ---------------------
           Richard H. Sherman

          /s/ROBERT S. SWINNEY                                 Director                            June 10, 2002
          --------------------
            Robert S. Swinney


                                      II-4


                                  EXHIBIT INDEX

         Exhibits
         --------

         5.1      Opinion of Heller Ehrman White & McAuliffe LLP.

         24.1     Consent of Heller Ehrman White & McAuliffe LLP
                  (included in Exhibit 5.1).

         24.2     Consent of Arthur Andersen LLP

         25.1     Power of Attorney of certain officers
                  and directors (included on Page II-4).