As filed with the Securities and Exchange Commission on June 17, 1997
                                                 Registration No. ______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

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

                               ------------------

                                    PDT, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
                  (State or other jurisdiction of organization)

                                   77-0222872
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)


                              7408 Hollister Avenue
                         Santa Barbara, California 93117
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                               PDT, INC. 401(k) -
                          EMPLOYEE STOCK OWNERSHIP PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)


                               GARY KLEDZIK, Ph.D.
                                  Chairman and
                             Chief Executive Officer
                                    PDT, Inc.
                              7408 Hollister Avenue
                         Santa Barbara, California 93117
                                 (805) 685-9880
--------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 500
                         Santa Monica, California 90401


<PAGE>


================================================================================

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                                        Proposed
      Title of              Amount       Proposed        Maximum
     Securities           of Shares       Maximum       Aggregate     Amount of
       to be                to be      Offering Price    Offering   Registration
     Registered          Registered      per Share        Price         Fee
-----------------------  -----------   -------------- ------------- ------------
Common Stock, par value
$.01 per share            300,000        $29.3751     $8,812,500(1)   $2,670.46
================================================================================

(1) Estimated  pursuant to Rule 457(h) solely for the purpose of calculating the
    amount of the  registration  fee on the basis of the average of the high and
    low  reported  sale  prices of a share of  Common  Stock of PDT,  Inc.  (the
    "Company"  or the  "Registrant")  on June 13, 1997 as reported by The Nasdaq
    Stock Market.







<PAGE>
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The documents containing the information specified in Items 1 and 2 of Part
I of Form S-8 will be sent or given to plan  participants  as  specified in Rule
428(b)(1) and, in accordance with the instructions to Part I, are not filed with
the  Securities  and  Exchange  Commission  (the  "Commission")  as part of this
Registration Statement.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following   documents  and  information   previously  filed  with  the
Commission are hereby incorporated by reference:

     a.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996.

     b.   The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 1997.

     c.   Item  1  of  the  Registrant's  Registration  Statement  on  Form  8-A
          (Registration  No.  0-25544) filed with the Commission on February 13,
          1995, pursuant to Section 12 of the Securities Exchange Act of 1934.

     All documents  subsequently  filed by the  Registrant  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
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part hereof from the date of filing such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     The  validity  of the  shares  of the  Company's  Common  Stock  registered
hereunder  will be passed upon for the Company by Bryan Cave LLP,  Santa Monica,
California.

Item 6.   Indemnification of Directors and Officers.

     Section  102(b)(7) of the Delaware  General  Corporation Law (the "Delaware
Law") permits a corporation to provide in its certificate of incorporation  that
directors of the corporation  shall not be personally  liable to the corporation
or its  shareholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the corporation or its  shareholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) for payments of unlawful  dividends or unlawful stock  repurchases or

<PAGE>
redemptions,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit. The Company's  Certificate of Incorporation  contains
such a provision.

     Section 145 of the Delaware Law provides that a  corporation  may indemnify
directors  and  officers  as well as other  employees  and  individuals  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement in connection with specified actions,  suits or proceedings,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation  - a "derivative  action"),  if they acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding,  had no reasonable  cause to believe  their conduct was unlawful.  A
similar  standard is applicable in the case of derivative  actions,  except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action,  and the statute  requires
court approval before there can be any indemnification  where the person seeking
indemnification  has been found liable to the corporation.  Under Section 145, a
corporation  shall indemnify an agent of the  corporation for expenses  actually
and  reasonably  incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.

     The  Registrant  is  presently  subject to Section  2115 of the  California
Corporations Code (the "California Code"), according to which Section 317 of the
California Code applies to the  indemnification of officers and directors of the
Registrant.   Under   Section   317  of   the   California   Code,   permissible
indemnification  by a corporation of its officers and directors is substantially
the same as permissible  indemnification  under Section 145 of the Delaware Law,
except that (i)  permissible  indemnification  does not cover actions the person
reasonably  believed were not opposed to the best interests of the  corporation,
as opposed to those the person  believed  were in fact in the best  interests of
the corporation, (ii) the Delaware Law permits advancement of expenses to agents
other than officers and directors  only upon approval of the board of directors,
(iii) in a case of stockholder approval of indemnification,  the California Code
requires certain minimum votes in favor of such indemnification and excludes the
vote of the potentially  indemnified  person,  and (iv) the California Code only
permits independent counsel to approve  indemnification if an independent quorum
of directors is not obtainable,  while the Delaware Law permits the directors in
any circumstance to appoint counsel to undertake such determination.

     The  Registrant  in its  Bylaws has  provided  for  indemnification  of its
officers, directors,  employees and other agents substantially identical to that
permitted under the California Code. Section 145 of the Delaware Law and Section
317 of the  California  Code  provide  that  they  are not  exclusive  of  other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested  director  vote,  shareholder  vote,  agreement or otherwise.  The
limitation  of  liability   contained  in  the   Registrant's   Certificate   of
Incorporation  and the  indemnification  provision  included in the Registrant's
bylaws  are  consistent  with  Delaware  Law  Sections  102(b)(7)  and 145.  The
Registrant has also entered into separate  indemnification  agreements  with its
directors and officers that could require the Registrant, among other things, to
indemnify  them against  certain  liabilities  that may arise by reason of their
status or service as  directors  and  officers  and to  advance  their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  including  liabilities  that may arise under the Securities Act of
1933. In addition, the Company has purchased directors and officers insurance.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Company pursuant to such  provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in such Act and is therefore unenforceable.

                                       2
<PAGE>

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Exhibit
Number

    4.1        PDT, Inc. 401(k) - Employee Stock Ownership Plan
    5.1        Opinion of Bryan Cave LLP
   23.1        Consent of Ernst & Young LLP
   23.2        Consent of Bryan Cave LLP (included in Exhibit 5.1)
   24.1        Power of Attorney (see page 5 of this Registration Statement)

The Registrant  undertakes that it will submit the Plan and any amendment to the
Internal  Revenue  Service  ("IRS") in a timely manner and will make all changes
required  by the IRS in  order to  qualify  the Plan  under  Section  401 of the
Internal Revenue Code.

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 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 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.

                                       3
<PAGE>

          (b)  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 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.

          (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.

                                       4

<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 Santa Barbara, State of California, on June 16, 1997.

                                   PDT, Inc.

                                   By:  /s/ Gary S. Kledzik, Ph.D.
                                        ----------------------------------------
                                        Gary S. Kledzik, Ph.D., Chief Executive
                                        Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby constitutes and appoints Gary S. Kledzik,  Ph.D. and John Philpott,
or either of them,  his  attorneys-in-fact  and agents,  each with full power of
substitution  for  him  and in his  name,  place  and  stead,  in  any  and  all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing  requisite  and  necessary to be done in connection
with this  Registration  Statement,  as fully to all intents and  purposes as he
might or could do in person,  hereby ratifying and confirming all that either of
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  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
------------------------------  --------------------------------  --------------

/s/ Gary S. Kledzik, Ph.D.      Chairman of the Board, Director,   June 16, 1997
------------------------------  and Chief Executive Officer
Gary S. Kledzik, Ph.D.          (principal executive officer)

/s/ David E. Mai                Director and President             June 16, 1997
------------------------------
David E. Mai

/s/ John M. Philpott            Chief Financial Officer            June 16, 1997
------------------------------  (principal financial officer
John M. Philpott                 and principal accounting
                                 officer)

/s/ Michael D. Farney           Director                           June 16, 1997
------------------------------
Michael D. Farney

/s/ Donald K. McGhan            Director                           June 16, 1997
------------------------------
Donald K. McGhan

/s/ Raul E. Perez, M.D.         Director                           June 16, 1997
------------------------------
Raul E. Perez, M.D.

/s/ Charles T. Foscue           Director                           June 16, 1997
------------------------------
Charles T. Foscue

                                       5
<PAGE>

                                INDEX TO EXHIBITS
                                                                    Sequentially
Exhibit                                                               Numbered
Number    Exhibit                                                       Page
------    --------------------------------------------------------- ------------

4.1       PDT, Inc. 401(k) - Employee Stock Ownership Plan.........

5.1       Opinion of Bryan Cave LLP................................

23.1      Consent of  Ernst & Young LLP............................

23.2      Consent of Bryan Cave LLP (included in Exhibit 5.1)......

24.1      Power of Attorney (see page 5 of this Registration Statement)

 
                                      6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19675}]
{"company-data": {"conformed-name": "PDT INC /DE/", "cik": "0000933745", "assigned-sic": "2834", "irs-number": "770222872", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29413", "film-number": "97625411"}, "business-address": {"street1": "7408 HOLLISTER AVE", "city": "SANTA BARBARA", "state": "CA", "zip": "93117", "phone": "8056859880"}, "mail-address": {"street1": "7408 HOLLISTER AVENUE", "city": "SANTA BARBARA", "state": "CA", "zip": "93117"}}
As filed with the Securities and Exchange Commission on June 17, 1997
                                                 Registration No. ______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

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

                               ------------------

                                    PDT, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
                  (State or other jurisdiction of organization)

                                   77-0222872
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                              7408 Hollister Avenue
                         Santa Barbara, California 93117
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                               PDT, INC. 401(k) -
                          EMPLOYEE STOCK OWNERSHIP PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                               GARY KLEDZIK, Ph.D.
                                  Chairman and
                             Chief Executive Officer
                                    PDT, Inc.
                              7408 Hollister Avenue
                         Santa Barbara, California 93117
                                 (805) 685-9880
--------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 500
                         Santa Monica, California 90401
================================================================================

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                                        Proposed
      Title of              Amount       Proposed        Maximum
     Securities           of Shares       Maximum       Aggregate     Amount of
       to be                to be      Offering Price    Offering   Registration
     Registered          Registered      per Share        Price         Fee
-----------------------  -----------   -------------- ------------- ------------
Common Stock, par value
$.01 per share            300,000        $29.3751     $8,812,500(1)   $2,670.46
================================================================================

(1) Estimated  pursuant to Rule 457(h) solely for the purpose of calculating the
    amount of the  registration  fee on the basis of the average of the high and
    low  reported  sale  prices of a share of  Common  Stock of PDT,  Inc.  (the
    "Company"  or the  "Registrant")  on June 13, 1997 as reported by The Nasdaq
    Stock Market.
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Items 1 and 2 of Part
I of Form S-8 will be sent or given to plan  participants  as  specified in Rule
428(b)(1) and, in accordance with the instructions to Part I, are not filed with
the  Securities  and  Exchange  Commission  (the  "Commission")  as part of this
Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following   documents  and  information   previously  filed  with  the
Commission are hereby incorporated by reference:

     a.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996.

     b.   The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 1997.

     c.   Item  1  of  the  Registrant's  Registration  Statement  on  Form  8-A
          (Registration  No.  0-25544) filed with the Commission on February 13,
          1995, pursuant to Section 12 of the Securities Exchange Act of 1934.

     All documents  subsequently  filed by the  Registrant  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
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part hereof from the date of filing such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     The  validity  of the  shares  of the  Company's  Common  Stock  registered
hereunder  will be passed upon for the Company by Bryan Cave LLP,  Santa Monica,
California.

Item 6.   Indemnification of Directors and Officers.

     Section  102(b)(7) of the Delaware  General  Corporation Law (the "Delaware
Law") permits a corporation to provide in its certificate of incorporation  that
directors of the corporation  shall not be personally  liable to the corporation
or its  shareholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the corporation or its  shareholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) for payments of unlawful  dividends or unlawful stock  repurchases or
redemptions,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit. The Company's  Certificate of Incorporation  contains
such a provision.

     Section 145 of the Delaware Law provides that a  corporation  may indemnify
directors  and  officers  as well as other  employees  and  individuals  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement in connection with specified actions,  suits or proceedings,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation  - a "derivative  action"),  if they acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding,  had no reasonable  cause to believe  their conduct was unlawful.  A
similar  standard is applicable in the case of derivative  actions,  except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action,  and the statute  requires
court approval before there can be any indemnification  where the person seeking
indemnification  has been found liable to the corporation.  Under Section 145, a
corporation  shall indemnify an agent of the  corporation for expenses  actually
and  reasonably  incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.

     The  Registrant  is  presently  subject to Section  2115 of the  California
Corporations Code (the "California Code"), according to which Section 317 of the
California Code applies to the  indemnification of officers and directors of the
Registrant.   Under   Section   317  of   the   California   Code,   permissible
indemnification  by a corporation of its officers and directors is substantially
the same as permissible  indemnification  under Section 145 of the Delaware Law,
except that (i)  permissible  indemnification  does not cover actions the person
reasonably  believed were not opposed to the best interests of the  corporation,
as opposed to those the person  believed  were in fact in the best  interests of
the corporation, (ii) the Delaware Law permits advancement of expenses to agents
other than officers and directors  only upon approval of the board of directors,
(iii) in a case of stockholder approval of indemnification,  the California Code
requires certain minimum votes in favor of such indemnification and excludes the
vote of the potentially  indemnified  person,  and (iv) the California Code only
permits independent counsel to approve  indemnification if an independent quorum
of directors is not obtainable,  while the Delaware Law permits the directors in
any circumstance to appoint counsel to undertake such determination.

     The  Registrant  in its  Bylaws has  provided  for  indemnification  of its
officers, directors,  employees and other agents substantially identical to that
permitted under the California Code. Section 145 of the Delaware Law and Section
317 of the  California  Code  provide  that  they  are not  exclusive  of  other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested  director  vote,  shareholder  vote,  agreement or otherwise.  The
limitation  of  liability   contained  in  the   Registrant's   Certificate   of
Incorporation  and the  indemnification  provision  included in the Registrant's
bylaws  are  consistent  with  Delaware  Law  Sections  102(b)(7)  and 145.  The
Registrant has also entered into separate  indemnification  agreements  with its
directors and officers that could require the Registrant, among other things, to
indemnify  them against  certain  liabilities  that may arise by reason of their
status or service as  directors  and  officers  and to  advance  their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  including  liabilities  that may arise under the Securities Act of
1933. In addition, the Company has purchased directors and officers insurance.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Company pursuant to such  provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in such Act and is therefore unenforceable.

                                       2
Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Exhibit
Number

    4.1        PDT, Inc. 401(k) - Employee Stock Ownership Plan
    5.1        Opinion of Bryan Cave LLP
   23.1        Consent of Ernst & Young LLP
   23.2        Consent of Bryan Cave LLP (included in Exhibit 5.1)
   24.1        Power of Attorney (see page 5 of this Registration Statement)

The Registrant  undertakes that it will submit the Plan and any amendment to the
Internal  Revenue  Service  ("IRS") in a timely manner and will make all changes
required  by the IRS in  order to  qualify  the Plan  under  Section  401 of the
Internal Revenue Code.

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 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 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.

                                       3
(b)  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 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.

          (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.

                                       4
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 Santa Barbara, State of California, on June 16, 1997.

                                   PDT, Inc.

                                   By:  /s/ Gary S. Kledzik, Ph.D.
                                        ----------------------------------------
                                        Gary S. Kledzik, Ph.D., Chief Executive
                                        Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby constitutes and appoints Gary S. Kledzik,  Ph.D. and John Philpott,
or either of them,  his  attorneys-in-fact  and agents,  each with full power of
substitution  for  him  and in his  name,  place  and  stead,  in  any  and  all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing  requisite  and  necessary to be done in connection
with this  Registration  Statement,  as fully to all intents and  purposes as he
might or could do in person,  hereby ratifying and confirming all that either of
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  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
------------------------------  --------------------------------  --------------

/s/ Gary S. Kledzik, Ph.D.      Chairman of the Board, Director,   June 16, 1997
------------------------------  and Chief Executive Officer
Gary S. Kledzik, Ph.D.          (principal executive officer)

/s/ David E. Mai                Director and President             June 16, 1997
------------------------------
David E. Mai

/s/ John M. Philpott            Chief Financial Officer            June 16, 1997
------------------------------  (principal financial officer
John M. Philpott                 and principal accounting
                                 officer)

/s/ Michael D. Farney           Director                           June 16, 1997
------------------------------
Michael D. Farney

/s/ Donald K. McGhan            Director                           June 16, 1997
------------------------------
Donald K. McGhan

/s/ Raul E. Perez, M.D.         Director                           June 16, 1997
------------------------------
Raul E. Perez, M.D.

/s/ Charles T. Foscue           Director                           June 16, 1997
------------------------------
Charles T. Foscue

                                       5
INDEX TO EXHIBITS
                                                                    Sequentially
Exhibit                                                               Numbered
Number    Exhibit                                                       Page
------    --------------------------------------------------------- ------------

4.1       PDT, Inc. 401(k) - Employee Stock Ownership Plan.........

5.1       Opinion of Bryan Cave LLP................................

23.1      Consent of  Ernst & Young LLP............................

23.2      Consent of Bryan Cave LLP (included in Exhibit 5.1)......

24.1      Power of Attorney (see page 5 of this Registration Statement)

 
                                      6