|                                                                                     
|-------------------------------------------------------------------------------------
|As filed with the United States Securities
 and Exchange Commission on March 12, 2009
|Registration No. 333-________                                                        





|                                                        |          | 
|------------------------------------------------------- | -------- | 
|UNITED STATES                                          
|SECURITIES AND EXCHANGE COMMISSION                     
|Washington, D.C. 20549                                 
|                                                       
|                                                        | FORM S-8 | 
|REGISTRATION STATEMENT                                 
|Under                                                  
|THE SECURITIES ACT OF 1933                             
|                                                        |          | 
|                                                       
|MAKO
 Surgical Corp.                                   
|(Exact
 name of registrant as specified in its charter)

|                                                                                                             |                                                  
|------------------------------------------------------------------------------------------------------------ | -------------------------------------------------
|Delaware
 (State or Other Jurisdiction of
 Incorporation or Organization)                                    | 20-1901148
 (I.R.S. Employer
 Identification No.)
|                                                                                                            
|2555 Davie Road
Fort Lauderdale, Florida 33317
(Address, Including Zip Code, of Principal Executive Offices)

| |  | 
| |  | 
| |  | 

MAKO Surgical Corp. 2008 Omnibus Incentive
Plan(Full Title of the Plan)

| |  | 
| |  | 
| |  | 

Maurice R. Ferré, M.D.President and Chief Executive
Officer
MAKO Surgical Corp.2555 Davie Road, Fort Lauderdale, Florida 33317
(954) 927-2044(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)

COPY TO:
Jay O. Rothman, Esq.Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the
definition of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|                          |                     |                                              |                            
|------------------------- | ------------------- | -------------------------------------------- | ---------------------------
|Large accelerated filer o | Accelerated filer o | Non-accelerated filer x                      | Smaller reporting company o
|                          |                     | (Do not check
 if smaller reporting company)

|                                |  | 
|------------------------------- |  | 
|                                |  | 
|CALCULATION OF REGISTRATION FEE

|                                           |  |                             |  |                                                 |  |                                                 |  |                              |  |  |  |  | 
|------------------------------------------ |  | --------------------------- |  | ----------------------------------------------- |  | ----------------------------------------------- |  | ---------------------------- |  |  |  |  | 
|Title of Securities
 To Be Registered      |  | Amount
 To Be Registered(1) |  | Proposed
 Maximum
 Offering Price 
 Per Unit(2) |  | Proposed
 Maximum
 Aggregate Offering
 Price(2) |  | Amount of 
 Registration Fee | 
|Common Stock, 
 par value $0.001 per share |  | 998,059                     |  | $6.83                                           |  | $6,816,742.97                                   |  | $267.90                      | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | This
 Registration Statement covers, in addition to the number of shares of Common
 Stock stated above, options and other rights to purchase or acquire the
 shares of Common Stock covered by the prospectus of the above-named plans,
 and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the
 Securities Act), any additional shares of Common Stock which become
 issuable under the above-named plans by reason of any stock dividend, stock
 split, recapitalization or other similar transaction effected without the
 receipt of consideration which results in an increase in the number of
 outstanding shares of Common Stock.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (2) | Pursuant to
 Rule 457(h) and (c) promulgated under the Securities Act, the maximum
 offering price, per share and in the aggregate, and the registration fee were
 calculated based upon the average of the high and low prices of the Common
 Stock on March 9, 2009, as reported on the NASDAQ Global Market.                                                                                                                                                                                                                                                                                                                                                 

Pursuant to
Rule 429 under the Securities Act, the Prospectus referred to herein also
relates to the Registrants Registration Statement on Form S-8 (Registration
No. 333-149445).





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STATEMENT PURSUANT TO GENERAL INSTRUCTION E
TO FORM S-8

The purpose of this Registration Statement is to register 998,059 additional
shares of Common Stock, $.001 par value per share (Common Stock), of MAKO
Surgical Corp. (the Company) in connection with the MAKO Surgical Corp. 2008
Omnibus Incentive Plan.

Pursuant to General Instruction E of Form S-8, the contents of the Companys
Registration Statement on Form S-8 (Registration No. 333-149445), including the
documents incorporated by reference therein, are incorporated by reference into
this Registration Statement, except as set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

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

The exhibits
filed herewith or incorporated herein by reference are set forth in the
attached Exhibit Index.

|        |              
|------- | -------------
|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 information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Securities and Exchange
Commission 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide 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.

(4)          That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, in
a primary offering of securities of the Registrant pursuant to this
Registration Statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the Registrant will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:

1

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| |                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)       Any
 preliminary prospectus or prospectus of the Registrant relating to the
 offering required to be filed pursuant to Rule 424 under the Securities Act
 of 1933;                                 
| |                                                                                                                                                                                                              
| | (ii)      Any
 free writing prospectus relating to the offering prepared by or on behalf of
 the Registrant or used or referred to by the Registrant;                                                        
| |                                                                                                                                                                                                              
| | (iii)     The
 portion of any other free writing prospectus relating to the offering
 containing material information about the Registrant or its securities
 provided by or on behalf of the Registrant; and
| |                                                                                                                                                                                                              
| | (iv)     Any
 other communication that is an offer in the offering made by the Registrant
 to the purchaser.                                                                                                 

(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 that is incorporated by reference in this 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 shall be
deemed to be the initial bona fide 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 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.

2

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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 Fort Lauderdale, State of Florida, on this 12th
day of March, 2009.

| |                     |                                           | 
| | ------------------- | ----------------------------------------- | 
| | MAKO Surgical Corp.
| |                     |                                           | 
| | By:                 | /s/ Maurice
 R. Ferré, M.D.               | 
| |                     | Maurice R.
 Ferré, M.D.                  
| |                     | President and Chief Executive Officer and
| |                     | Chairman of the Board                    

Each person
whose signature appears below constitutes and appoints Maurice R. Ferré and
Fritz L. LaPorte, and each of them individually, his true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them
individually, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

Pursuant to
the requirements of the Securities Act, this Registration Statement has been
signed below by the following persons in the capacities indicated below on
March 12, 2009.

|                                |           |  |                                                                   |  |  |       | 
|------------------------------- | --------- |  | ----------------------------------------------------------------- |  |  | ----- | 
|                                | Signature |  |                                                                   |  |  | Title | 
|                                |           |  |                                                                  
|/s/ Maurice
 R. Ferré, M.D.     |           |  | Chief
 Executive Officer, President and Chairman of the Board    
|Maurice R.
 Ferré, M.D.         |           |  | (Principal
 Executive Officer)                                   
|                                |           |  |                                                                  
|/s/ Fritz L.
 LaPorte           |           |  | Senior Vice
 President of Finance and Administration, Chief      
|Fritz L.
 LaPorte               |           |  | Financial
 Officer and Treasurer (Principal Financial Officer and
|                                |           |  | Principal
 Accounting Officer)                                   
|                                |           |  |                                                                  
|/s/ S. Morry
 Blumenfeld, Ph.D. |           |  | Director                                                         
|S. Morry
 Blumenfeld, Ph.D.     |           |  |                                                                  
|                                |           |  |                                                                  
|/s/ Gerald
 A. Brunk            |           |  | Director                                                         
|Gerald A.
 Brunk                |           |  |                                                                  
|                                |           |  |                                                                  
|/s/ Marcelo
 G. Chao            |           |  | Director                                                         
|Marcelo G.
 Chao                |           |  |                                                                  
|                                |           |  |                                                                  
|/s/
 Christopher C. Dewey       |           |  | Director                                                         
|Christopher
 C. Dewey           |           |  |                                                                  
|                                |           |  |                                                                  
|/s/ Charles
 W. Federico        |           |  | Director                                                         
|Charles W.
 Federico            |           |  |                                                                  

S-1

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|                            |           |  |          |  |  |       | 
|--------------------------- | --------- |  | -------- |  |  | ----- | 
|                            | Signature |  |          |  |  | Title | 
|                            |           |  |         
|/s/ John G.
 Freund, M.D.   |           |  | Director
|John G.
 Freund, M.D.       |           |  |         
|                            |           |  |         
|/s/ Frederic
 H. Moll, M.D. |           |  | Director
|Frederic H.
 Moll, M.D.     |           |  |         
|                            |           |  |         
|/s/ William
 D. Pruitt      |           |  | Director
|William D.
 Pruitt          |           |  |         
|                            |           |  |         
|/s/ John J.
 Savarese, M.D. |           |  | Director
|John J.
 Savarese, M.D.     |           |  |         

S-2

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EXHIBIT
INDEX

|                |  |  |                                                                                   |                      | 
|--------------- |  |  | --------------------------------------------------------------------------------- | -------------------- | 
|Exhibit 
Number |  |  |                                                                                   | Document Description | 
|                |  |  |                                                                                  
|4               |  |  | MAKO
 Surgical Corp. 2008 Omnibus Incentive Plan (1)                             
|                |  |  |                                                                                  
|5               |  |  | Opinion of
 Foley & Lardner LLP (including consent of counsel) (2)               
|                |  |  |                                                                                  
|23.1            |  |  | Consent of
 Foley & Lardner LLP (filed as part of Exhibit (5)) (2).              
|                |  |  |                                                                                  
|23.2            |  |  | Consent of
 Ernst & Young LLP, Independent Registered Public Accounting Firm (2).
|                |  |  |                                                                                  
|24              |  |  | Powers of
 Attorney (2).                                                         

Documents
incorporated by reference to filings made by MAKO Surgical Corp. under the
Securities Exchange Act of 1934, as amended, are under Securities and Exchange
Commission (SEC) File No. 001-33966.

|    |                                                                                                                                                                         | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    |                                                                                                                                                                        
|(1) | Incorporated
 by reference to the Registrants Registration Statement on Form S-1, as amended,
 filed with the SEC on September 19, 2007 (Registration No. 333-146162).
|    |                                                                                                                                                                         | 
|(2) | Filed
 herewith.                                                                                                                                                       

E-1

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