SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


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

                              US Diagnostic Inc.
- ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

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

                                  11-3146389
- ------------------------------------------------------------------------------
                     (I.R.S. employer identification no.)

            777 South Flagler Drive, West Palm Beach, Florida 33401
- ------------------------------------------------------------------------------
                   (Address of principal executive offices)

                         1995 Long-Term Incentive Plan
                             (Full title of plan)

           Jeffrey A. Goffman, Chairman and Chief Executive Officer
                              US Diagnostic Inc.
                            777 South Flagler Drive
                        West Palm Beach, Florida 33401
                    (Name and address of agent for service)

                                (561) 832-0006
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                            Michael D. Karsch, Esq.
                              US Diagnostic Inc.
                            777 South Flagler Drive
                        West Palm Beach, Florida 33401







    
<PAGE>







                        CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                Proposed        Proposed
                                Maximum          Maximum
                                Offering        Aggregate                           Amount of
Title of Securities               to be         Price Per      Offering           Registration
 to be Registered              Registered        Share(1)        Price                 Fee
 ----------------              ----------        --------        -----                 ---
<S>                           <C>                <C>             <C>               <C>
Common Stock, $.001
  par value                    3,000,000         $11.94           $35,820,000        $12,352

</TABLE>
- ------------------------------------------------------------------------------

- ---------

(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee. The price shown is the average of the
     high and low prices of the Common Stock on September 23, 1996 as reported
     on the Nasdaq National Market.





    
<PAGE>



                                    PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

               The documents listed below are hereby incorporated by reference
into this Registration Statement, and all documents subsequently filed by US
Diagnostic Inc. (the "Registrant") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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:

     (a)  The Registrant's Annual Report on Form 10-KSB (File No. 1-13392) for
          its year ending December 31, 1995;

     (b)  The Registrant's quarterly report on form 10-QSB for the quarterly
          period ended June 30, 1996; and

     (c)  The Registrant's Registration Statement on Form 8-A declared
          effective on October 20, 1994, registering the Common Stock, $.01
          par value, under the Securities Exchange Act of 1934, as amended.

Item 4.  Description of Securities

               No response is required to this item.

Item 5.  Interests of Named Experts and Counsel

               The legality of the securities offered hereby has been passed
upon by Michael D. Karsch, Executive Vice President and General Counsel.
Michael D. Karsch beneficially owns 75,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

               The Amended Certificate of Incorporation and By-Laws of the
Company provide that the Company shall indemnify any person to the full extent
permitted by the Delaware General Corporation Law.

               Reference is hereby made to Section 145 of the Delaware General
Corporation Law relating to the indemnification of the officers and directors,
which Section is hereby incorporated herein by reference.





    
<PAGE>



               The Registrant also has Indemnification Agreements with each of
its executive officers and directors.

Item 7.  Exemption from Registration Claimed

               No response is required to this item.

Item 8.  Exhibits

        5      Opinion of Michael D. Karsch, with respect to the legality of
               the Common Stock to be registered hereunder

        10.65  1995 Long-Term Incentive Plan

        23.1   Consent of Moore Stephens

        23.2   Consent of Michael D. Karsch (contained in Exhibit 5)

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 Registrant 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;

               (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
          the time shall be deemed to be the initial bona fide offering
          thereof.



    
<PAGE>



               (3) To remove from the 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 Registration hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 ( and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
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 the time shall be deemed to be the initial bona fide offering
thereof.

               (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 nay be permitted to directors, officers and
controlling persons of the Registrant as described above, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.






    
<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 West Palm Beach, State of Florida,
on the 19th day of September 1996.

                                           US DIAGNOSTIC INC.


                                           By:   /s/ Jeffrey A. Goffman
                                              -----------------------------
                                              Jeffrey A. Goffman, Chairman
                                                 and Chief Executive Officer

               Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and as of the date indicated.
<TABLE>
<CAPTION>

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

 /s/ Jeffrey A. Goffman                     Chairman and Chief Executive             September 19, 1996
- -----------------------------------          Officer
     Jeffrey A. Goffman


 /s/ Amos F. Almand, III                    Senior Vice President and                September 19, 1996
- ------------------------------------         Director
     Amos F. Almand, III


 /s/ Joseph A. Paul                         President and Director                   September 19, 1996
- --------------------------------------
     Joseph A. Paul


 /s/ C. Keith Hartley                       Director                                 September 19, 1996
- --------------------------------------
     C. Keith Hartley

 /s/ Charles Jacobson                       Director                                 September 19, 1996
- --------------------------------------
     Charles Jacobson

 /s/ Michael D. Karsch                      Director                                 September 19, 1996
- -----------------------------------
     Michael D. Karsch

 /s/ Laurans Mendelson                      Director                                 September 19, 1996
- --------------------------------------
     Laurans Mendelson





    
<PAGE>



- --------------------------------------      Director                                 September 19, 1996
    Gordon Rausser, Ph.D.

/s/ Paul Andrew Shaw                        Vice President and                       September 19, 1996
- --------------------------------------       Chief Financial Officer
    Paul Andrew Shaw


</TABLE>




    
<PAGE>






                               INDEX TO EXHIBITS
                              US DIAGNOSTIC INC.
<TABLE>
<CAPTION>

                                                                       Sequentially
Exhibit                                                                  Numbered
  No.       Description                                                    Page
  ---       -----------                                                    ----
<S>         <C>                                                            <C>
5           Opinion of Michael D. Karsch, with respect to the
            legality of the Common Stock to be registered
            hereunder

10.21(a)    1995 Long-Term Incentive Plan, as amended

23.1        Consent of Moore Stephens, P.C.

23.2        Consent of Michael D. Karsch (contained in Exhibit 5)

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 12954}]
{"company-data": {"conformed-name": "U S DIAGNOSTIC LABS INC", "cik": "0000911012", "assigned-sic": "8071", "irs-number": "113164389", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13035", "film-number": "96636819"}, "business-address": {"street1": "777 S FLAGLER DR", "street2": "STE 1106 W TOWER", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401", "phone": "4078320006"}, "mail-address": {"street1": "777 S FLAGLER DRIVE", "street2": "SUITE 1006 WEST", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                              US Diagnostic Inc.
- ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

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

                                  11-3146389
- ------------------------------------------------------------------------------
                     (I.R.S. employer identification no.)

            777 South Flagler Drive, West Palm Beach, Florida 33401
- ------------------------------------------------------------------------------
                   (Address of principal executive offices)

                         1995 Long-Term Incentive Plan
                             (Full title of plan)

           Jeffrey A. Goffman, Chairman and Chief Executive Officer
                              US Diagnostic Inc.
                            777 South Flagler Drive
                        West Palm Beach, Florida 33401
                    (Name and address of agent for service)

                                (561) 832-0006
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                            Michael D. Karsch, Esq.
                              US Diagnostic Inc.
                            777 South Flagler Drive
                        West Palm Beach, Florida 33401
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed        Proposed
                                Maximum          Maximum
                                Offering        Aggregate                           Amount of
Title of Securities               to be         Price Per      Offering           Registration
 to be Registered              Registered        Share(1)        Price                 Fee
 ----------------              ----------        --------        -----                 ---
Common Stock, $.001
  par value                    3,000,000         $11.94           $35,820,000        $12,352
- ------------------------------------------------------------------------------

- ---------

(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee. The price shown is the average of the
     high and low prices of the Common Stock on September 23, 1996 as reported
     on the Nasdaq National Market.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

               The documents listed below are hereby incorporated by reference
into this Registration Statement, and all documents subsequently filed by US
Diagnostic Inc. (the "Registrant") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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:

     (a)  The Registrant's Annual Report on Form 10-KSB (File No. 1-13392) for
          its year ending December 31, 1995;

     (b)  The Registrant's quarterly report on form 10-QSB for the quarterly
          period ended June 30, 1996; and

     (c)  The Registrant's Registration Statement on Form 8-A declared
          effective on October 20, 1994, registering the Common Stock, $.01
          par value, under the Securities Exchange Act of 1934, as amended.

Item 4.  Description of Securities

               No response is required to this item.

Item 5.  Interests of Named Experts and Counsel

               The legality of the securities offered hereby has been passed
upon by Michael D. Karsch, Executive Vice President and General Counsel.
Michael D. Karsch beneficially owns 75,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

               The Amended Certificate of Incorporation and By-Laws of the
Company provide that the Company shall indemnify any person to the full extent
permitted by the Delaware General Corporation Law.

               Reference is hereby made to Section 145 of the Delaware General
Corporation Law relating to the indemnification of the officers and directors,
which Section is hereby incorporated herein by reference.
The Registrant also has Indemnification Agreements with each of
its executive officers and directors.

Item 7.  Exemption from Registration Claimed

               No response is required to this item.

Item 8.  Exhibits

        5      Opinion of Michael D. Karsch, with respect to the legality of
               the Common Stock to be registered hereunder

        10.65  1995 Long-Term Incentive Plan

        23.1   Consent of Moore Stephens

        23.2   Consent of Michael D. Karsch (contained in Exhibit 5)

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 Registrant 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;

               (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
          the time shall be deemed to be the initial bona fide offering
          thereof.
(3) To remove from the 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 Registration hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 ( and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
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 the time shall be deemed to be the initial bona fide offering
thereof.

               (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 nay be permitted to directors, officers and
controlling persons of the Registrant as described above, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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 West Palm Beach, State of Florida,
on the 19th day of September 1996.

                                           US DIAGNOSTIC INC.

                                           By:   /s/ Jeffrey A. Goffman
                                              -----------------------------
                                              Jeffrey A. Goffman, Chairman
                                                 and Chief Executive Officer

               Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and as of the date indicated.
Signature                                  Title                                  Date
         ---------                                  -----                                  ----
/s/ Jeffrey A. Goffman                     Chairman and Chief Executive             September 19, 1996
- -----------------------------------          Officer
     Jeffrey A. Goffman

 /s/ Amos F. Almand, III                    Senior Vice President and                September 19, 1996
- ------------------------------------         Director
     Amos F. Almand, III

 /s/ Joseph A. Paul                         President and Director                   September 19, 1996
- --------------------------------------
     Joseph A. Paul

 /s/ C. Keith Hartley                       Director                                 September 19, 1996
- --------------------------------------
     C. Keith Hartley

 /s/ Charles Jacobson                       Director                                 September 19, 1996
- --------------------------------------
     Charles Jacobson

 /s/ Michael D. Karsch                      Director                                 September 19, 1996
- -----------------------------------
     Michael D. Karsch

 /s/ Laurans Mendelson                      Director                                 September 19, 1996
- --------------------------------------
     Laurans Mendelson
- --------------------------------------      Director                                 September 19, 1996
    Gordon Rausser, Ph.D.

/s/ Paul Andrew Shaw                        Vice President and                       September 19, 1996
- --------------------------------------       Chief Financial Officer
    Paul Andrew Shaw
INDEX TO EXHIBITS
                              US DIAGNOSTIC INC.
Sequentially
Exhibit                                                                  Numbered
  No.       Description                                                    Page
  ---       -----------                                                    ----
5           Opinion of Michael D. Karsch, with respect to the
            legality of the Common Stock to be registered
            hereunder

10.21(a)    1995 Long-Term Incentive Plan, as amended

23.1        Consent of Moore Stephens, P.C.

23.2        Consent of Michael D. Karsch (contained in Exhibit 5)