<PAGE>   1

    As filed with the Securities and Exchange Commission on August 26, 1997
                                                Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

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

                            BIORELIANCE CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                        52-1541583
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                              9900 Blackwell Road
                              Rockville, MD  20706
          (Address of principal executive offices, including zip code)

                  BIORELIANCE CORPORATION 1997 INCENTIVE PLAN
     MICROBIOLOGICAL ASSOCIATES, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
              MAGENTA CORPORATION 1994 INCENTIVE STOCK OPTION PLAN
       MICROBIOLOGICAL ASSOCIATES, INC. 1988 INCENTIVE STOCK OPTION PLAN
                           (Full title of the plans)

                               Capers W. McDonald
                            BioReliance Corporation
                              9900 Blackwell Road
                              Rockville, MD  20706
                                 (301) 762-5260
                      (Name, address and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
                                                Proposed Maximum        Proposed Maximum
Title of securities     Amount to be             offering price        aggregate offering      Amount of
  to be registered       registered                per share                   price       registration fee
-------------------------------------------------------------------------------------------------------------
<S>                   <C>                        <C>                      <C>                 <C>
Common Stock          1,537,252 (2)              *     (3)                *     (3)           $4,723.39 (3)
($.01 par value)(1)      shares
==============================================================================================================
</TABLE>
(1)      Plus such additional shares as may be made available in order to
         adjust to a change in capitalization

(2)      Pursuant to an Assignment and Assumption Agreement, dated as of
         October 14, 1996, by and among Microbiological Associates, Inc.
         ("MA"), MAGENTA Corporation ("Magenta") and MAGENTA Viral Production,
         Inc. (the "Assignment Agreement"), MA assumed all of the outstanding
         options under the MAGENTA Corporation 1994 Incentive Stock Option Plan
         (the "Magenta Options"), with appropriate adjustments to the number of
         shares and exercise price of each Magenta Option to reflect the ratio
         of the fair market value of the common stock of Magenta to the fair
         market value of the common stock of MA pursuant to the Assignment
         Agreement.  Pursuant to an Amended and Restated Agreement and Plan of
         Merger, dated as of April 24, 1997, by and among MA and the Registrant
         (the "Merger Agreement"), the Registrant assumed all of the
         outstanding options under the 1995 Plan, the 1994 Plan, and the 1988
         Plan (the "MA Options"), with appropriate adjustments to the number of
         shares and exercise price of each MA Option to reflect the ratio at
         which the MA common stock was converted into common stock of the
         Registrant under the Merger Agreement.  Prior to the assumption of the
         MA Options by the Registrant, the number of shares and exercise price
         of each MA Option were adjusted to reflect a one-for-three reverse
         stock split of the common stock of MA.

(3)      As of the date hereof, options to purchase 21,299, 494,147, 104,680
         3,164, 112,622, 15,330, 47,020, 15,083 and 11,630 shares of Common
         Stock of the Registrant have been granted pursuant to the
         Microbiological Associates, Inc. 1995 Non-qualified Stock Option Plan,
         the MAGENTA Corporation 1994 Incentive Stock Option Plan and the
         Microbiological Associates, Inc. 1988 Incentive Stock Option Plan at
         exercise prices of $0.563, $1.50, $2.25, $2.43, $3.00, $4.50, $7.50,
         $9.00 and $13.95 respectively.  The registration fee for the foregoing
         shares is based upon such exercise prices.  Pursuant to Rule 457(c),
         the registration fee for the 712,277 shares not currently subject to
         outstanding options or not issued under the BioReliance Corporation
         1997 Incentive Plan is  based upon a price of $19.00 per share, the
         average of the high and low sales price reported on the Nasdaq
         National Market System for the Registrant's Common Stock on August 19,
         1997.

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

<PAGE>   2


                                EXPLANATORY NOTE


       This Registration Statement relates to the registration by BioReliance
Corporation (the "Company") of (a) 712,277 shares of common stock par value
$0.01 per share ("Common Stock") which are issuable upon the exercise of
options which have been or may be granted under the BioReliance Corporation
1997 Incentive Plan, and (b) 824,975 shares of Common Stock which are
issuable upon the exercise of options which have been granted under the
Microbiological Associates, Inc. 1995 Non-Qualified Stock Option Plan (the
"1995 Plan"), the MAGENTA Corporation 1994 Incentive Stock Option Plan (the
"1994 Plan"), and the Microbiological Associates, Inc. 1988 Incentive Stock
Option Plan (the "1988 Plan").  The 1997 Plan, the 1995 Plan, the 1994 Plan and
the 1988 Plan are collectively referred to herein as the "Plans."

       Pursuant to an Assignment and Assumption Agreement, dated as of
October 14, 1996, by and among Microbiological Associates, Inc. ("MA"), MAGENTA
Corporation ("Magenta") and MAGENTA Viral Production, Inc. (the "Assignment
Agreement"), MA assumed all of the outstanding options under the MAGENTA
Corporation 1994 Incentive Stock Option Plan (the "Magenta Options"), with
appropriate adjustments to the number of shares and exercise price of each
Magenta Option to reflect the ratio of the fair market value of the common
stock of Magenta to the fair market value of the common stock of MA pursuant to
the Assignment Agreement.  Pursuant to an Amended and Restated Agreement and
Plan of Merger, dated as of April 24, 1997, by and among MA and the Registrant
(the "Merger Agreement"), the Registrant assumed all of the outstanding options
under the 1995 Plan, the 1994 Plan, and the 1988 Plan (the "MA Options"), with
appropriate adjustments to the number of shares and exercise price of each MA
Option to reflect the ratio at which the MA common stock was converted into
common stock of the Registrant under the Merger Agreement.  Prior to the
assumption of the MA Options by the Registrant, the number of shares and
exercise price of each MA Option were adjusted to reflect a one-for-three
reverse stock split of the common stock of MA.



<PAGE>   3
                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Note:   The document(s) containing the plan information required by
Item 1 of Form S-8 and the statement of availability of registrant information
and any other information required by Item 2 of Form S-8 will be sent or given
to participants of the Plans as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act").  In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  The Registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428.  Upon
request, the Registrant shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.

<PAGE>   4


        PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

         (a)     The Company's prospectus filed with the Commission on July 29,
1997 pursuant to Rule 424(b) under the Securities Act.

         (b)     All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996.

         (c)     The description of the common stock of the Company, $.01 par
value per share (the "Common Stock"), which is registered under Section 12 of
the Exchange Act, contained in the Registration Statement on Form 8-A filed
with the Commission on July 24, 1997, which incorporates by reference the
description of the Common Stock contained in the Registration Statement on Form
S-1 (No. 333-25071) (originally filed on April 11, 1997), as amended, including
any amendment or report filed for the purpose of updating such description.
Such description of the Common Stock contained in the Form S-1 is also
incorporated by reference.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.





                                      II-1
<PAGE>   5



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company, as a Delaware corporation, is empowered by Section 145 of
the General Corporation Law of the State of Delaware (the "DGCL"), subject to
the procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made or threatened to be made a party by reason of his being or
having been a director, officer, employee or agent of the Company.  The statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

         Article EIGHTH of the Company's Certificate of Incorporation (the
"Certificate") provides that the Company shall, to the fullest extent permitted
by the DGCL, as amended from time to time, indemnify each person who was or is
made a party or is threatened to be made a party to or is involved in any
actual or threatened action, suit or proceeding whether civil, criminal,
administrative or investigative, by reason of the fact the he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise.  The indemnification provided for in
Article EIGHTH is expressly not exclusive of any other rights to which those
seeking indemnification may be entitled under any law, bylaw, agreement or vote
of stockholders or disinterested directors or otherwise, both as to action in
such person's capacity and to action in another capacity while holding office
or while employed by or acting as agent for the Company, and shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such persons.

         Article EIGHTH of the Company's Certificate also provides
that the Company shall have the power to purchase and maintain insurance on
behalf of any person who is or was or has agreed to become a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against such person and
incurred by such person in any such capacity or arising out of such person's
status as such.  The Company has obtained primary and excess insurance policies
insuring the directors and officers of the Company against certain liabilities
that they may incur in their capacity as directors and officers.  Under such
policies, the insurers, on behalf of the Company, may also pay amounts for
which the Company has granted indemnification to the directors or officers.





                                      II-2
<PAGE>   6


         Pursuant to Section 102(b)(7) of the DGCL, Article SEVENTH of the
Company's Certificate eliminates the liability of a director to the Company or
its stockholders for monetary damages for such breach of fiduciary duty as a
director, except for liabilities arising (i) from any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) from acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) from any
transaction from which the director derived an improper personal benefit.  The
Certificate also provides that if the DGCL is amended to permit further
elimination or limitation of personal liability of directors, then the
liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the DGCL as so amended.

         Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement on Form S-1, as amended, File No.
333-25079, which provides for indemnification by the Underwriters of the
Company, its directors and officers who sign the Registration Statement on Form
S-1 and persons who control the Company under certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

 EXHIBIT
 NO.                               DESCRIPTION OF EXHIBIT


 4.1               Specimen form of the Company's Common Stock Certificate
                   (Filed as Exhibit 4.1 to Amendment No. 4 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.2               Certificate of Incorporation of the Company (Filed as
                   Exhibit 3.1 to the Company's Registration Statement (File
                   No. 333-25071) on Form S-1 and incorporated herein by
                   reference).

 4.3               Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).





                                      II-3
<PAGE>   7

 EXHIBIT
 NO.                                DESCRIPTION OF EXHIBIT

 4.4               BioReliance Corporation 1997 Incentive Plan (Filed as
                   Exhibit 10.1 to Amendment No. 2 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.5               Microbiological Associates, Inc. 1995 Non-Qualified Stock
                   Option Plan.

 4.6               MAGENTA Corporation 1994 Incentive Stock Option Plan.

 4.7               Microbiological Associates, Inc. 1988 Incentive Stock Option
                   Plan.

 5.1               Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
                   the validity of the shares of Common Stock covered by the
                   Registration Statement.

 23.1              Consent of Price Waterhouse L.L.P.

 23.2              Consent of Fried, Frank, Harris, Shriver & Jacobson
                   (included in Exhibit 5.1).

 24.1              Powers of Attorney (included on signature page).


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;

                        (ii)      to reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  this registration statement (or the most
                                  recent post-effective amendment hereto)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in this registration
                                  statement; and





                                      II-4
<PAGE>   8


                        (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) shall 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 Exchange Act that are incorporated by
reference in this registration statement.

               (2)        That, for the purpose of determining any liability
under the Securities Act, 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.

       (b)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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





                                      II-5

<PAGE>   9


such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.





                                      II-6
<PAGE>   10


                                   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 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 ROCKVILLE, STATE OF MARYLAND, ON THIS 26TH DAY
OF AUGUST, 1997.

                                  BIORELIANCE CORPORATION
                                  (Registrant)
                                  
                                  By: /s/ CAPERS W. MCDONALD
                                      -------------------------------------
                                      Capers W. McDonald
                                      President and Chief Executive Officer


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Sidney R. Knafel and Capers W. McDonald,
and each 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, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their 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, THE
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
            SIGNATURE                     TITLE                                 DATE
            ---------                     -----                                 ----


    <S>                            <C>                                    <C>
      /s/ SIDNEY R. KNAFEL            Chairman of the Board                  August 26, 1997
     ---------------------------
         Sidney R. Knafel


      /s/ CAPERS W. MCDONALD          President, Chief Executive             August 26, 1997
     ---------------------------      Officer and a Director
         Capers W. McDonald 


      /s/ CARL C. SCHWAN              Senior Vice President and Chief        August 26, 1997
     ---------------------------      Financial Officer (Chief
          Carl C. Schwan              Accounting Officer)


      /s/ WILLIAM J. GEDALE           Director                               August 26, 1997
     ---------------------------
        William J. Gedale


      /s/ VICTORIA HAMILTON           Director                               August 26, 1997
     ---------------------------
        Victoria Hamilton


      /s/ GORDON J. LOUTTIT           Director                               August 26, 1997
     ---------------------------
        Gordon J. Louttit

      /s/ DR. LEONARD SCHERLIS        Director                               August 26, 1997
     ---------------------------
       Dr. Leonard Scherlis
</TABLE>





                                      II-7
<PAGE>   11




                                 EXHIBIT INDEX

 EXHIBIT
 NO.                                DESCRIPTION OF EXHIBIT


 4.1               Specimen form of the Company's Common Stock Certificate
                   (Filed as Exhibit 4.1 to Amendment No. 4 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.2               Certificate of Incorporation of the Company (Filed as
                   Exhibit 3.1 to the Company's Registration Statement (File
                   No. 333-25071) on Form S-1 and incorporated herein by
                   reference).

 4.3               Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.4               BioReliance Corporation 1997 Incentive Plan (Filed as
                   Exhibit 10.1 to Amendment No.  2 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.5               Microbiological Associates, Inc. 1995 Non-Qualified Stock
                   Option Plan.

 4.6               MAGENTA Corporation 1994 Incentive Stock Option Plan.

 4.7               Microbiological Associates, Inc. 1988 Incentive Stock Option
                   Plan.

 5.1               Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
                   the validity of the shares of Common Stock covered by the
                   Registration Statement.

 23.1              Consent of Price Waterhouse L.L.P.

 23.2              Consent of Fried, Frank, Harris, Shriver & Jacobson
                   (included in Exhibit 5.1).

 24.1              Powers of Attorney (included on signature page).





                                      E-1
[{"type": "S-8", "sequence": "1", "description": "BIORELIANCE CORPORATION FORM S-8.", "secsgml_size_bytes": 26920}]
{"company-data": {"conformed-name": "BIORELIANCE CORP", "cik": "0001036629", "assigned-sic": "8731", "irs-number": "521541583", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34341", "film-number": "97669567"}, "business-address": {"street1": "C/O MICROBIOLOGICAL ASSOCIATES INC", "street2": "9900 BLACKWELL RD", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3017381000"}, "mail-address": {"street1": "C/O MICROBIOLOGICAL ASSOCIATES INC", "street2": "9900 BLACKWELL RD", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
1

    As filed with the Securities and Exchange Commission on August 26, 1997
                                                Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

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

                            BIORELIANCE CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                        52-1541583
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                              9900 Blackwell Road
                              Rockville, MD  20706
          (Address of principal executive offices, including zip code)

                  BIORELIANCE CORPORATION 1997 INCENTIVE PLAN
     MICROBIOLOGICAL ASSOCIATES, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
              MAGENTA CORPORATION 1994 INCENTIVE STOCK OPTION PLAN
       MICROBIOLOGICAL ASSOCIATES, INC. 1988 INCENTIVE STOCK OPTION PLAN
                           (Full title of the plans)

                               Capers W. McDonald
                            BioReliance Corporation
                              9900 Blackwell Road
                              Rockville, MD  20706
                                 (301) 762-5260
                      (Name, address and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                Proposed Maximum        Proposed Maximum
Title of securities     Amount to be             offering price        aggregate offering      Amount of
  to be registered       registered                per share                   price       registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock          1,537,252 (2)              *     (3)                *     (3)           $4,723.39 (3)
($.01 par value)(1)      shares
==============================================================================================================
(1)      Plus such additional shares as may be made available in order to
         adjust to a change in capitalization

(2)      Pursuant to an Assignment and Assumption Agreement, dated as of
         October 14, 1996, by and among Microbiological Associates, Inc.
         ("MA"), MAGENTA Corporation ("Magenta") and MAGENTA Viral Production,
         Inc. (the "Assignment Agreement"), MA assumed all of the outstanding
         options under the MAGENTA Corporation 1994 Incentive Stock Option Plan
         (the "Magenta Options"), with appropriate adjustments to the number of
         shares and exercise price of each Magenta Option to reflect the ratio
         of the fair market value of the common stock of Magenta to the fair
         market value of the common stock of MA pursuant to the Assignment
         Agreement.  Pursuant to an Amended and Restated Agreement and Plan of
         Merger, dated as of April 24, 1997, by and among MA and the Registrant
         (the "Merger Agreement"), the Registrant assumed all of the
         outstanding options under the 1995 Plan, the 1994 Plan, and the 1988
         Plan (the "MA Options"), with appropriate adjustments to the number of
         shares and exercise price of each MA Option to reflect the ratio at
         which the MA common stock was converted into common stock of the
         Registrant under the Merger Agreement.  Prior to the assumption of the
         MA Options by the Registrant, the number of shares and exercise price
         of each MA Option were adjusted to reflect a one-for-three reverse
         stock split of the common stock of MA.

(3)      As of the date hereof, options to purchase 21,299, 494,147, 104,680
         3,164, 112,622, 15,330, 47,020, 15,083 and 11,630 shares of Common
         Stock of the Registrant have been granted pursuant to the
         Microbiological Associates, Inc. 1995 Non-qualified Stock Option Plan,
         the MAGENTA Corporation 1994 Incentive Stock Option Plan and the
         Microbiological Associates, Inc. 1988 Incentive Stock Option Plan at
         exercise prices of $0.563, $1.50, $2.25, $2.43, $3.00, $4.50, $7.50,
         $9.00 and $13.95 respectively.  The registration fee for the foregoing
         shares is based upon such exercise prices.  Pursuant to Rule 457(c),
         the registration fee for the 712,277 shares not currently subject to
         outstanding options or not issued under the BioReliance Corporation
         1997 Incentive Plan is  based upon a price of $19.00 per share, the
         average of the high and low sales price reported on the Nasdaq
         National Market System for the Registrant's Common Stock on August 19,
         1997.

===============================================================================
2

                                EXPLANATORY NOTE

       This Registration Statement relates to the registration by BioReliance
Corporation (the "Company") of (a) 712,277 shares of common stock par value
$0.01 per share ("Common Stock") which are issuable upon the exercise of
options which have been or may be granted under the BioReliance Corporation
1997 Incentive Plan, and (b) 824,975 shares of Common Stock which are
issuable upon the exercise of options which have been granted under the
Microbiological Associates, Inc. 1995 Non-Qualified Stock Option Plan (the
"1995 Plan"), the MAGENTA Corporation 1994 Incentive Stock Option Plan (the
"1994 Plan"), and the Microbiological Associates, Inc. 1988 Incentive Stock
Option Plan (the "1988 Plan").  The 1997 Plan, the 1995 Plan, the 1994 Plan and
the 1988 Plan are collectively referred to herein as the "Plans."

       Pursuant to an Assignment and Assumption Agreement, dated as of
October 14, 1996, by and among Microbiological Associates, Inc. ("MA"), MAGENTA
Corporation ("Magenta") and MAGENTA Viral Production, Inc. (the "Assignment
Agreement"), MA assumed all of the outstanding options under the MAGENTA
Corporation 1994 Incentive Stock Option Plan (the "Magenta Options"), with
appropriate adjustments to the number of shares and exercise price of each
Magenta Option to reflect the ratio of the fair market value of the common
stock of Magenta to the fair market value of the common stock of MA pursuant to
the Assignment Agreement.  Pursuant to an Amended and Restated Agreement and
Plan of Merger, dated as of April 24, 1997, by and among MA and the Registrant
(the "Merger Agreement"), the Registrant assumed all of the outstanding options
under the 1995 Plan, the 1994 Plan, and the 1988 Plan (the "MA Options"), with
appropriate adjustments to the number of shares and exercise price of each MA
Option to reflect the ratio at which the MA common stock was converted into
common stock of the Registrant under the Merger Agreement.  Prior to the
assumption of the MA Options by the Registrant, the number of shares and
exercise price of each MA Option were adjusted to reflect a one-for-three
reverse stock split of the common stock of MA.
3
                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Note:   The document(s) containing the plan information required by
Item 1 of Form S-8 and the statement of availability of registrant information
and any other information required by Item 2 of Form S-8 will be sent or given
to participants of the Plans as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act").  In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  The Registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428.  Upon
request, the Registrant shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
4

        PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

         (a)     The Company's prospectus filed with the Commission on July 29,
1997 pursuant to Rule 424(b) under the Securities Act.

         (b)     All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996.

         (c)     The description of the common stock of the Company, $.01 par
value per share (the "Common Stock"), which is registered under Section 12 of
the Exchange Act, contained in the Registration Statement on Form 8-A filed
with the Commission on July 24, 1997, which incorporates by reference the
description of the Common Stock contained in the Registration Statement on Form
S-1 (No. 333-25071) (originally filed on April 11, 1997), as amended, including
any amendment or report filed for the purpose of updating such description.
Such description of the Common Stock contained in the Form S-1 is also
incorporated by reference.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                      II-1
5

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company, as a Delaware corporation, is empowered by Section 145 of
the General Corporation Law of the State of Delaware (the "DGCL"), subject to
the procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made or threatened to be made a party by reason of his being or
having been a director, officer, employee or agent of the Company.  The statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

         Article EIGHTH of the Company's Certificate of Incorporation (the
"Certificate") provides that the Company shall, to the fullest extent permitted
by the DGCL, as amended from time to time, indemnify each person who was or is
made a party or is threatened to be made a party to or is involved in any
actual or threatened action, suit or proceeding whether civil, criminal,
administrative or investigative, by reason of the fact the he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise.  The indemnification provided for in
Article EIGHTH is expressly not exclusive of any other rights to which those
seeking indemnification may be entitled under any law, bylaw, agreement or vote
of stockholders or disinterested directors or otherwise, both as to action in
such person's capacity and to action in another capacity while holding office
or while employed by or acting as agent for the Company, and shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such persons.

         Article EIGHTH of the Company's Certificate also provides
that the Company shall have the power to purchase and maintain insurance on
behalf of any person who is or was or has agreed to become a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against such person and
incurred by such person in any such capacity or arising out of such person's
status as such.  The Company has obtained primary and excess insurance policies
insuring the directors and officers of the Company against certain liabilities
that they may incur in their capacity as directors and officers.  Under such
policies, the insurers, on behalf of the Company, may also pay amounts for
which the Company has granted indemnification to the directors or officers.

                                      II-2
6

         Pursuant to Section 102(b)(7) of the DGCL, Article SEVENTH of the
Company's Certificate eliminates the liability of a director to the Company or
its stockholders for monetary damages for such breach of fiduciary duty as a
director, except for liabilities arising (i) from any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) from acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) from any
transaction from which the director derived an improper personal benefit.  The
Certificate also provides that if the DGCL is amended to permit further
elimination or limitation of personal liability of directors, then the
liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the DGCL as so amended.

         Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to the Registration Statement on Form S-1, as amended, File No.
333-25079, which provides for indemnification by the Underwriters of the
Company, its directors and officers who sign the Registration Statement on Form
S-1 and persons who control the Company under certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

 EXHIBIT
 NO.                               DESCRIPTION OF EXHIBIT

 4.1               Specimen form of the Company's Common Stock Certificate
                   (Filed as Exhibit 4.1 to Amendment No. 4 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.2               Certificate of Incorporation of the Company (Filed as
                   Exhibit 3.1 to the Company's Registration Statement (File
                   No. 333-25071) on Form S-1 and incorporated herein by
                   reference).

 4.3               Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

                                      II-3
7

 EXHIBIT
 NO.                                DESCRIPTION OF EXHIBIT

 4.4               BioReliance Corporation 1997 Incentive Plan (Filed as
                   Exhibit 10.1 to Amendment No. 2 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.5               Microbiological Associates, Inc. 1995 Non-Qualified Stock
                   Option Plan.

 4.6               MAGENTA Corporation 1994 Incentive Stock Option Plan.

 4.7               Microbiological Associates, Inc. 1988 Incentive Stock Option
                   Plan.

 5.1               Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
                   the validity of the shares of Common Stock covered by the
                   Registration Statement.

 23.1              Consent of Price Waterhouse L.L.P.

 23.2              Consent of Fried, Frank, Harris, Shriver & Jacobson
                   (included in Exhibit 5.1).

 24.1              Powers of Attorney (included on signature page).

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;

                        (ii)      to reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  this registration statement (or the most
                                  recent post-effective amendment hereto)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in this registration
                                  statement; and

                                      II-4
8

                        (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) shall 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 Exchange Act that are incorporated by
reference in this registration statement.

               (2)        That, for the purpose of determining any liability
under the Securities Act, 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.

       (b)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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

                                      II-5
9

such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-6
10

                                   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 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 ROCKVILLE, STATE OF MARYLAND, ON THIS 26TH DAY
OF AUGUST, 1997.

                                  BIORELIANCE CORPORATION
                                  (Registrant)
                                  
                                  By: /s/ CAPERS W. MCDONALD
                                      -------------------------------------
                                      Capers W. McDonald
                                      President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Sidney R. Knafel and Capers W. McDonald,
and each 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, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their 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, THE
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                     TITLE                                 DATE
            ---------                     -----                                 ----
/s/ SIDNEY R. KNAFEL            Chairman of the Board                  August 26, 1997
     ---------------------------
         Sidney R. Knafel

      /s/ CAPERS W. MCDONALD          President, Chief Executive             August 26, 1997
     ---------------------------      Officer and a Director
         Capers W. McDonald 

      /s/ CARL C. SCHWAN              Senior Vice President and Chief        August 26, 1997
     ---------------------------      Financial Officer (Chief
          Carl C. Schwan              Accounting Officer)

      /s/ WILLIAM J. GEDALE           Director                               August 26, 1997
     ---------------------------
        William J. Gedale

      /s/ VICTORIA HAMILTON           Director                               August 26, 1997
     ---------------------------
        Victoria Hamilton

      /s/ GORDON J. LOUTTIT           Director                               August 26, 1997
     ---------------------------
        Gordon J. Louttit

      /s/ DR. LEONARD SCHERLIS        Director                               August 26, 1997
     ---------------------------
       Dr. Leonard Scherlis
II-7
11

                                 EXHIBIT INDEX

 EXHIBIT
 NO.                                DESCRIPTION OF EXHIBIT

 4.1               Specimen form of the Company's Common Stock Certificate
                   (Filed as Exhibit 4.1 to Amendment No. 4 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.2               Certificate of Incorporation of the Company (Filed as
                   Exhibit 3.1 to the Company's Registration Statement (File
                   No. 333-25071) on Form S-1 and incorporated herein by
                   reference).

 4.3               Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.4               BioReliance Corporation 1997 Incentive Plan (Filed as
                   Exhibit 10.1 to Amendment No.  2 to the Company's
                   Registration Statement (File No. 333-25071) on Form S-1 and
                   incorporated herein by reference).

 4.5               Microbiological Associates, Inc. 1995 Non-Qualified Stock
                   Option Plan.

 4.6               MAGENTA Corporation 1994 Incentive Stock Option Plan.

 4.7               Microbiological Associates, Inc. 1988 Incentive Stock Option
                   Plan.

 5.1               Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
                   the validity of the shares of Common Stock covered by the
                   Registration Statement.

 23.1              Consent of Price Waterhouse L.L.P.

 23.2              Consent of Fried, Frank, Harris, Shriver & Jacobson
                   (included in Exhibit 5.1).

 24.1              Powers of Attorney (included on signature page).

                                      E-1