<PAGE>



    As filed with the Securities and Exchange Commission on January 24, 2002
                                                           Registration No. 333-


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------

                                  SPECTRX, INC.
               (Exact name of issuer as specified in its charter)

                 Delaware                              58-2029543
      (State or other jurisdiction of     (I.R.S. Employee Identification No.)
      incorporation or organization)

             6025A Unity Drive
             Norcross, Georgia                           30071
    (Address of principal executive offices)          (Zip Code)

                                   -----------

                         STERLING MEDIVATIONS, INC. 2000
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                   -----------

                              Thomas H. Muller, Jr.
                                6025A Unity Drive
                             Norcross, Georgia 30071
                     (Name and address of agent for service)

                                 (770) 242-8723
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              Lisa A. Stater, Esq.
                           Jones, Day, Reavis & Pogue
                               3500 SunTrust Plaza
                           303 Peachtree Street, N.E.
                           Atlanta, Georgia 30308-3242

                                   -----------


<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
=============================== ======================= ========================== ======================== ====================
                                                           Proposed maximum           Proposed maximum
     Title of securities             Amount to be            offering price               aggregate              Amount of
       to be registered               registered              per share(1)            offering price(1)     registration fee(3)
------------------------------- ----------------------- -------------------------- ------------------------ --------------------
<S>                             <C>                     <C>                        <C>                      <C>
Common Stock, $.001 par value     93,765 shares(2)               $1.3683                  $128,300                  $12
=============================== ======================= ========================== ======================== ====================
</TABLE>



<PAGE>



         (1) Estimated solely for the purpose of computing the registration in
accordance with Rules 457(h), under the Securities Act of 1933. With respect to
the shares to be registered, which are subject to outstanding options, the
offering price is based on the weighted average exercise price of those options.

         (2) Represents the number of shares issuable under the Sterling
Medivations, Inc. 2000 Stock Incentive Plan (the "Plan") pursuant to outstanding
options assumed by SpectRx under the Agreement and Plan of Merger, dated as of
December 31, 2001, by and among SpectRx, Inc., SM Merger Sub, Inc., Sterling
Medivations, Inc. and certain major stockholders of Sterling Medivations,
including shares issuable in connection with the earnout provisions of such
merger agreement. In accordance with Rule 416 under the Securities Act of 1933,
in addition to the shares set forth in the table, the amount to be registered
includes an indeterminate number of shares issuable upon adjustment due to stock
splits, stock dividends and anti-dilution provisions, and other adjustment
provisions as provided in the Plan.

         (3) The registration fee is calculated by multiplying the product of
the proposed maximum offering price per share and the number of shares to be
registered by .000092.



<PAGE>


                                EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.


                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by SpectRx, Inc. (the "Company") (File
No. 0-22179) with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:

         (a)      The Annual Report of the Company on Form 10-K for the year
                  ended December 31, 2000, filed on April 2, 2001;

         (b)      All other reports filed with the Commission pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended, since December 31, 2000; and

         (c)      The description of the common stock in the Company's
                  registration statement on Form 8-A filed pursuant to Section
                  12 of the Securities Exchange Act of 1934 on June 11, 1997,
                  including the information incorporated by reference into that
                  registration statement from the registration statement on Form
                  S-1, as amended, filed February 27, 1997.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be made a part
hereof from the respective dates of filing such documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that is also incorporated or deemed to be
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the prospectus or this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers to the
Company or its stockholders for monetary damages arising from a breach of their
fiduciary duties to the fullest extent permitted by Delaware law and that
authorize the Company to indemnify its directors and officers to the fullest
extent permitted by Delaware law. Such limitation of liability does not affect
the availability of equitable remedies such as injunctive relief or rescission.

         The Company's Bylaws provide that the Company shall indemnify its
directors and officers, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Company has entered into indemnification agreements to such effect with its
officers and directors containing provisions which are in some respects broader
than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require the
certain liabilities that may arise by reason of their status


                                       3
<PAGE>

or service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

<TABLE>
<CAPTION>
        Exhibit
        Number    Description
        ------    -----------
        <S>       <C>

         *4       Sterling Medivations, Inc. 2000 Stock Incentive Plan

         *5       Opinion of Jones, Day, Reavis & Pogue

         23.1     Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

         *23.2    Consent of Arthur Andersen LLP

         24       Power of Attorney (included in the signature page of this
                  registration statement)

         99       Agreement and Plan of Merger, dated as of December 31, 2001,
                  by and among SpectRx, Inc., SM Merger Sub, Inc., Sterling
                  Medivations, Inc. and certain major stockholders of Sterling
                  Medivations (filed as Exhibit 2.1 to the Current Report on
                  Form 8-K, dated and filed with the Securities and Exchange
                  Commission on January 14, 2002, and incorporated herein by
                  reference)
</TABLE>

--------------------
* filed herewith



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 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;

                  (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 bona
                           fide offering thereof; and

                  (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;

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  or 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


                                       4
<PAGE>

                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the 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 bona
                  fide offering thereof; and

         (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 Securities Act of 1933 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 Securities Act of
                  1933 and will be governed by the final adjudication of such
                  issue.


                                       5
<PAGE>



                                   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 Norcross, State of Georgia, on the 24th day of
January, 2002.


                                       SPECTRX, INC.



                                       By: /s/ THOMAS H. MULLER, JR.
                                          --------------------------------------
                                              Thomas H. Muller, Jr.
                                              Executive Vice President and Chief
                                              Financial Officer


         Each person whose signature appears below hereby constitutes and
appoints Mark A. Samuels and Thomas H. Muller, Jr., and either of them, as his
or her true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to cause the same to be filed, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
granting to said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or either
of them or their substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.

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



<TABLE>
<CAPTION>
          Signature                              Title                                    Date
          ---------                              -----                                    ----
<S>                                <C>                                               <C>

                                   Chairman, Chief Executive Officer and Director
  /s/ MARK A. SAMUELS              (Principal Executive Offier)                      January 24, 2002
---------------------------
Mark A. Samuels

                                   Executive Vice President and Chief Financial
  /s/ THOMAS H. MULLER, JR.        Officer (Principal Financial and Accounting       January 24, 2002
----------------------------       Officer)
Thomas H. Muller, Jr.


  /s/ KEITH D. IGNOTZ              President, Chief Operating Officer and Director   January 24, 2002
----------------------------
Keith D. Ignotz


  /s/ CHARLES G. HADLEY            Director                                          January 24, 2002
----------------------------
Charles G. Hadley


  /s/ EARL R. LEWIS                Director                                          January 24, 2002
----------------------------
Earl R. Lewis


/s/ WILLIAM E. ZACHARY             Director                                          January 24, 2002
----------------------------
William E. Zachary


/s/ CHRIS MONAHAN                  Director                                          January 24, 2002
----------------------------
Chris Monahan
</TABLE>


                                       6
<PAGE>


                                  EXHIBIT INDEX




<TABLE>
<CAPTION>
        Exhibit
        Number                         Description
        ------                         -----------
        <S>       <C>

         *4       Sterling Medivations, Inc. 2000 Stock Incentive Plan

         *5       Opinion of Jones, Day, Reavis & Pogue

         23.1     Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

        *23.2     Consent of Arthur Andersen LLP

         24       Power of Attorney (included in the signature page of this
                  registration statement)

         99       Agreement and Plan of Merger, dated as of December 31, 2001,
                  by and among SpectRx, Inc., SM Merger Sub, Inc., Sterling
                  Medivations, Inc. and certain major stockholders of Sterling
                  Medivations (filed as Exhibit 2.1 to the Current Report on
                  Form 8-K, dated and filed with the Securities and Exchange
                  Commission on January 14, 2002, and incorporated herein by
                  reference)
</TABLE>

--------------------
* filed herewith


                                       7
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{"company-data": {"conformed-name": "SPECTRX INC", "cik": "0000924515", "assigned-sic": "3845", "irs-number": "582029543", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81326", "film-number": "02516533"}, "business-address": {"street1": "6025 A UNITY DRIVE", "city": "NORCROSS", "state": "GA", "zip": "30071", "phone": "7702428723"}, "mail-address": {"street1": "6025 A UNITY DRIVE", "city": "NORCROSS", "state": "GA", "zip": "30071"}}
As filed with the Securities and Exchange Commission on January 24, 2002
                                                           Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------

                                  SPECTRX, INC.
               (Exact name of issuer as specified in its charter)

                 Delaware                              58-2029543
      (State or other jurisdiction of     (I.R.S. Employee Identification No.)
      incorporation or organization)

             6025A Unity Drive
             Norcross, Georgia                           30071
    (Address of principal executive offices)          (Zip Code)

                                   -----------

                         STERLING MEDIVATIONS, INC. 2000
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                   -----------

                              Thomas H. Muller, Jr.
                                6025A Unity Drive
                             Norcross, Georgia 30071
                     (Name and address of agent for service)

                                 (770) 242-8723
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              Lisa A. Stater, Esq.
                           Jones, Day, Reavis & Pogue
                               3500 SunTrust Plaza
                           303 Peachtree Street, N.E.
                           Atlanta, Georgia 30308-3242

                                   -----------
CALCULATION OF REGISTRATION FEE
=============================== ======================= ========================== ======================== ====================
                                                           Proposed maximum           Proposed maximum
     Title of securities             Amount to be            offering price               aggregate              Amount of
       to be registered               registered              per share(1)            offering price(1)     registration fee(3)
------------------------------- ----------------------- -------------------------- ------------------------ --------------------
Common Stock, $.001 par value     93,765 shares(2)               $1.3683                  $128,300                  $12
=============================== ======================= ========================== ======================== ====================
(1) Estimated solely for the purpose of computing the registration in
accordance with Rules 457(h), under the Securities Act of 1933. With respect to
the shares to be registered, which are subject to outstanding options, the
offering price is based on the weighted average exercise price of those options.

         (2) Represents the number of shares issuable under the Sterling
Medivations, Inc. 2000 Stock Incentive Plan (the "Plan") pursuant to outstanding
options assumed by SpectRx under the Agreement and Plan of Merger, dated as of
December 31, 2001, by and among SpectRx, Inc., SM Merger Sub, Inc., Sterling
Medivations, Inc. and certain major stockholders of Sterling Medivations,
including shares issuable in connection with the earnout provisions of such
merger agreement. In accordance with Rule 416 under the Securities Act of 1933,
in addition to the shares set forth in the table, the amount to be registered
includes an indeterminate number of shares issuable upon adjustment due to stock
splits, stock dividends and anti-dilution provisions, and other adjustment
provisions as provided in the Plan.

         (3) The registration fee is calculated by multiplying the product of
the proposed maximum offering price per share and the number of shares to be
registered by .000092.
EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by SpectRx, Inc. (the "Company") (File
No. 0-22179) with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:

         (a)      The Annual Report of the Company on Form 10-K for the year
                  ended December 31, 2000, filed on April 2, 2001;

         (b)      All other reports filed with the Commission pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended, since December 31, 2000; and

         (c)      The description of the common stock in the Company's
                  registration statement on Form 8-A filed pursuant to Section
                  12 of the Securities Exchange Act of 1934 on June 11, 1997,
                  including the information incorporated by reference into that
                  registration statement from the registration statement on Form
                  S-1, as amended, filed February 27, 1997.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be made a part
hereof from the respective dates of filing such documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that is also incorporated or deemed to be
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the prospectus or this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers to the
Company or its stockholders for monetary damages arising from a breach of their
fiduciary duties to the fullest extent permitted by Delaware law and that
authorize the Company to indemnify its directors and officers to the fullest
extent permitted by Delaware law. Such limitation of liability does not affect
the availability of equitable remedies such as injunctive relief or rescission.

         The Company's Bylaws provide that the Company shall indemnify its
directors and officers, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Company has entered into indemnification agreements to such effect with its
officers and directors containing provisions which are in some respects broader
than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require the
certain liabilities that may arise by reason of their status

                                       3
or service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit
        Number    Description
        ------    -----------
*4       Sterling Medivations, Inc. 2000 Stock Incentive Plan

         *5       Opinion of Jones, Day, Reavis & Pogue

         23.1     Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

         *23.2    Consent of Arthur Andersen LLP

         24       Power of Attorney (included in the signature page of this
                  registration statement)

         99       Agreement and Plan of Merger, dated as of December 31, 2001,
                  by and among SpectRx, Inc., SM Merger Sub, Inc., Sterling
                  Medivations, Inc. and certain major stockholders of Sterling
                  Medivations (filed as Exhibit 2.1 to the Current Report on
                  Form 8-K, dated and filed with the Securities and Exchange
                  Commission on January 14, 2002, and incorporated herein by
                  reference)
--------------------
* filed herewith

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 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;

                  (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 bona
                           fide offering thereof; and

                  (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;

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  or 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

                                       4
employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the 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 bona
                  fide offering thereof; and

         (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 Securities Act of 1933 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 Securities Act of
                  1933 and will be governed by the final adjudication of such
                  issue.

                                       5
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 Norcross, State of Georgia, on the 24th day of
January, 2002.

                                       SPECTRX, INC.

                                       By: /s/ THOMAS H. MULLER, JR.
                                          --------------------------------------
                                              Thomas H. Muller, Jr.
                                              Executive Vice President and Chief
                                              Financial Officer

         Each person whose signature appears below hereby constitutes and
appoints Mark A. Samuels and Thomas H. Muller, Jr., and either of them, as his
or her true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to cause the same to be filed, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
granting to said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or either
of them or their substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                              Title                                    Date
          ---------                              -----                                    ----
Chairman, Chief Executive Officer and Director
  /s/ MARK A. SAMUELS              (Principal Executive Offier)                      January 24, 2002
---------------------------
Mark A. Samuels

                                   Executive Vice President and Chief Financial
  /s/ THOMAS H. MULLER, JR.        Officer (Principal Financial and Accounting       January 24, 2002
----------------------------       Officer)
Thomas H. Muller, Jr.

  /s/ KEITH D. IGNOTZ              President, Chief Operating Officer and Director   January 24, 2002
----------------------------
Keith D. Ignotz

  /s/ CHARLES G. HADLEY            Director                                          January 24, 2002
----------------------------
Charles G. Hadley

  /s/ EARL R. LEWIS                Director                                          January 24, 2002
----------------------------
Earl R. Lewis

/s/ WILLIAM E. ZACHARY             Director                                          January 24, 2002
----------------------------
William E. Zachary

/s/ CHRIS MONAHAN                  Director                                          January 24, 2002
----------------------------
Chris Monahan
6
EXHIBIT INDEX
Exhibit
        Number                         Description
        ------                         -----------
*4       Sterling Medivations, Inc. 2000 Stock Incentive Plan

         *5       Opinion of Jones, Day, Reavis & Pogue

         23.1     Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

        *23.2     Consent of Arthur Andersen LLP

         24       Power of Attorney (included in the signature page of this
                  registration statement)

         99       Agreement and Plan of Merger, dated as of December 31, 2001,
                  by and among SpectRx, Inc., SM Merger Sub, Inc., Sterling
                  Medivations, Inc. and certain major stockholders of Sterling
                  Medivations (filed as Exhibit 2.1 to the Current Report on
                  Form 8-K, dated and filed with the Securities and Exchange
                  Commission on January 14, 2002, and incorporated herein by
                  reference)
--------------------
* filed herewith

                                       7