<PAGE>
As filed with the Securities and Exchange Commission
on May 24, 1995
Registration No. 33-48187
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LIFELINE SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Massachusetts 04-2537528
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
640 Memorial Drive, Cambridge, Massachusetts 02139
(Address of Principal Executive Offices) (Zip Code)
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Ronald Feinstein, President
Lifeline Systems, Inc.
640 Memorial Drive
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(617) 679-1000
(Telephone number, including area code, of agent for service)
================================================================================
<PAGE>
Pursuant to a Registration Statement (the "Registration
Statement") on Form S-8 (File No. 33-48187), Lifeline Systems
Inc. (the "Company") registered under the Securities Act of 1933,
as amended (the "Act"), 300,000 shares of Common Stock, $.02 par
value per share, of the Company, which shares were to be issued
pursuant to the Company's 1992 Employee Stock Purchase Plan (the
"Plan"). This Post-Effective Amendment No. 1 to the Registration
Statement is being filed for the purpose of deregistering the
230,952 of such shares of Common Stock of the Company that were
not issued under the Plan.
Pursuant to Rule 478 promulgated under the Act, the Company
has duly caused this Post-Effective Amendment No. 1 to be signed
on its behalf by the undersigned, thereto duly authorized, in the
City of Cambridge, Massachusetts, on this 17th day of May, 1995.
LIFELINE SYSTEMS, INC.
By:/s/Ronald Feinstein
-------------------
Ronald Feinstein,
President and Chief
Executive Officer
