As filed with the Securities and Exchange Commission on May 10, 2000

                        Registration Number 33-93132

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549

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

                          La Jolla Diagnostics, Inc.
                          --------------------------
                     (Full name of Registrant in Charter)

           California                                  94-2901715
           ----------                                  ----------
     State of Incorporation                IRS EMPLOYER IDENTIFICATION NUMBER

                       7855 Ivanhoe Avenue, Suite 322
                        La Jolla, California  92037
                       ------------------------------
                  (Address of Principal Executive Offices)

                 2000 INCENTIVE STOCK BONUS AND OPTION PLAN
                 ------------------------------------------
                            (Full title of Plan)

                               Donald Brucker
                       7855 Ivanhoe Avenue, Suite 322
                        La Jolla, California  92037
                               (858) 454-6790
                       ------------------------------
          (Name, Address and Telephone Number of Agent for Service)

                       Calculation of Registration Fee

  Title of                           Proposed          Maximum       Amount of
securities to    Amount to be    maximum offering     aggregate      securities
be registered     registered     Price Per Share     registration      fee (1)


Common Stock,  5,000,000 shares       .445            2,225,000        587.40


(1)  Estimated solely for the purpose of calculating the registration fee based
upon the average bid and asked price of the common stock on the OTC Bulletin
Board on May 04, 2000.


===============================================================================
<PAGE>
                                   Prospectus
                           La Jolla Diagnostics, Inc.

                            5,000,000 Common Shares
                               Issuable under the
                   2000 Incentive Stock Bonus and Option Plan


     This Prospectus relates to 5,000,000 shares of common stock, no par value
(the "Common Stock"), of La Jolla Diagnostics, Inc., a California corporation
(the "Company"), issuable pursuant to the 2000 Incentive Stock Bonus and Option
Plan described herein.

     The delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to the date
hereof.

     No person has been authorized to give any information or to make any
representation other than as contained herein in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representation must not be relied upon.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     The date of this Prospectus is May 10, 2000.

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<PAGE>

     PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.   Plan Information.

          DESCRIPTION OF 2000 INCENTIVE STOCK BONUS AND OPTION PLAN

     Introduction and Background.

     The Board of Directors and shareholders of the Company have adopted the
2000 Incentive Stock Bonus and Option Plan (the "Plan") whereby stock, bonuses
and incentive options to purchase shares of the Company's Common Stock may be
granted to eligible employees, directors and consultants of the Company.

     The Board of Directors has reserved 5,000,000 shares of the Company's
Common Stock for issuance in connection with stock bonuses and options granted
under the Plan; provided however, at no time shall the total number of shares
issuable upon exercise of all outstanding options and the total number of
shares provided for under any stock bonus or similar plan of the Company exceed
the applicable percentage as calculated in accordance with the conditions and
exclusions set forth in section 260.140.45 of Title 10 of the California Code
of Regulations, based on the number of shares of the Company which are
outstanding at the time the calculation is made.  A copy of the Plan is
attached hereto as Exhibit "A."  The Plan is not qualified under nor subject to
any provisions of the Employee Retirement Security Acts of 1974 ("ERISA").

     Purpose.

     The purpose of the Plan is to advance the interests of the Company and its
shareholders by compensating employees, directors and consultants with an
entrepreneurial incentive to (i) provide high levels of performance, (ii)
undertake extraordinary efforts to increase the earnings of the Company,
(iii) increase their proprietary interest in the Company, and (iv) remain in
the employ and continue providing services to the Company.
The primary reason for adopting the Plan now, is to enhance the Company's
ability to attract, compensate and retain qualified employees, directors and
consultants by providing an opportunity to acquire a proprietary interest in
the success of the Company.

     Administration.

     The Plan shall be administered by the Board of Directors or a committee of
the Board of Directors of the Company of not less than two directors (the
"Committee").

     Subject to the provisions of the Plan, the Committee has the authority to
interpret the Plan and apply its provisions; to prescribe, adopt and amend or
rescind rules, procedures and forms relating to the Plan; to determine persons
who may participate in the Plan; to determine the time at which bonuses or
options are granted under the Plan; to determine the number of shares of stock
to be subject to each bonus or option and the vesting provisions of such
bonuses or options; and to take any other action deemed necessary or advisable
for the administration of the Plan.

     Eligibility for the Plan.

     As of May 10, 2000 there were nineteen (19) eligible participants under
the Plan, including three (3) executive officers, four (4) directors and
fifteen (15) other employees and consultants.

Subject to shareholder approval, the Plan will provide for the grant of stock
bonuses and both incentive stock options ("ISOs"), intended to qualify as such
under former section 422A (now Section 422) of the Internal Revenue Code, as
amended, and nonstatutory stock options ("NSOs").  ISOs may be granted only to
salaried officers and full-time employees.  Any option granted that does not
meet the required conditions of an ISO (as set forth above) will be deemed an
NSO.  If any options granted under the Plan shall for any reason expire or be
canceled or otherwise terminate without having been exercised in full, the
shares allocable to the unexercised option of such options shall again become
available for the Plan.

     Terms, Price and Transferability.

     Stock bonuses and options granted pursuant to the Plan will vest at the
time or times determined by the Committee.  The Stock bonuses and options shall
not vest prior to shareholder approval of the Plan.

     The maximum term of each option granted under the Plan is ten years.
Stock options granted under the Plan must be exercised by the optionee during
the earlier of their term or within 30 days after termination of the optionee's
employment or other relationship, unless otherwise agreed or such termination
is the result of death or disability, in which event such options may be
exercised for the period of six months after the date of termination.  During
said period such option may be exercised in accordance with its terms, but only
for the number of shares with respect to which installments have accrued and
vested as set forth in the optionee's option as of the date of termination of
employment.  Unvested stock bonuses will be forfeited upon termination of the
employment or other relationship with the Company, unless otherwise provided in
the Agreement pursuant to which the bonus was granted.

     Unvested bonuses, unvested NSOs and all ISOs under the Plan are not
transferable except by will or by the laws of descent and distribution as
defined in the Code, and ISOs may be exercised during the lifetime of the
person to whom the option is granted only by such person or by such person's
guardian or legal representative.

     The exercise price of shares of Common Stock subject to options qualifying
as ISOs must not be less than the fair market value of the Common Stock on the
date of grant.  Under the Plan, the exercise price is payable in cash, by check
or money order, or at the discretion of the Committee by transfer of previously
acquired shares of the Company Common Stock.

     Adjustments.

     The number of shares of Common Stock subject to an option granted under
the Plan will be adjusted for any increase or decrease in the number of issued
shares of the Company resulting from the subdivision, combination or
consolidation of shares or other capital adjustment, or the payment of a stock
dividend, stock split or other increase or decrease in the outstanding shares
insofar as effected without receipt of consideration by the Company.

     In the event of a merger or other reorganization, all outstanding options
granted will immediately prior to, or concurrently with, such reorganization
become exercisable in full, unless the agreements with respect to the
reorganization provide for the assumption of such options, in which case the
surviving corporation shall honor such options in full.  Any such adjustment
shall be made by the Committee, whose determination as to what adjustments
shall be made, and the extent thereof, shall be final and conclusive.  No
fractional shares of stock will be issued under the Plan on account of any such
adjustment.

     Federal Income Tax Consequences of Options Under the Employee Option Plan.

     The following discussion is only a summary of the principal federal income
tax consequences of the stock bonuses and options to be granted under the Plan,
and is based on existing federal law (including administrative regulations and
rulings) which is subject to change, in some cases retroactively.  This
discussion is also qualified by the particular circumstances of individual
optionees, which may substantially alter or modify the federal income tax
consequences herein discussed.

     Generally under present law, when an option qualifies as an ISO:  (i) an
optionee will not realize taxable income either upon the grant or the exercise
of the option, (ii) any gain or loss upon a qualifying disposition of the
shares acquired upon exercise of the option will be treated as capital gain or
loss and (iii) no deduction will be allowed to the Company for federal income
tax purposes in connection with the grant or exercise of the option or a
qualifying disposition of the shares acquired upon exercise thereof.  A
disposition by an optionee of stock acquired upon exercise of an ISO will
constitute a qualifying disposition if it occurs more than two years after the
grant of the option and more than one year after the issuance of the shares to
the optionee.  The Company obtains no deduction in connection with the grant or
exercise of an ISO or a qualifying disposition of the shares.  If such stock is
disposed of by the optionee before the expiration of those time limits, the
transfer would be a "disqualifying disposition" and the optionee, in general,
will recognize ordinary income equal to the lesser of (i) the aggregate fair
market value of the shares as of the date of exercise less the option price or
(ii) the amount realized on the disqualifying disposition less the option
price.  Ordinary income from a disqualifying disposition will constitute
compensation for which withholding may be required under federal and state law.
Any gain in addition to the amount reportable as ordinary income from a
"disqualifying disposition" generally will be capital gain.

     Upon exercise of an ISO, the difference between the fair market value of
stock on the date of exercise and the option price generally is treated as a
"tax preference" item in that taxable year for alternative minimum tax
purposes, as are a number of other items specified by the Code.  Such tax
preference items (with adjustments) form the basis for the alternative minimum
tax, which may apply depending on the amount of the computed "regular tax" of
the employee for that year.  Under certain circumstances, the amount of
alternative minimum tax is allowed as a carry forward credit against regular
tax liability in subsequent years.

     In the case of NSOs, no income generally is recognized by the optionee at
the time of the grant of the option.  The optionee generally will recognize
ordinary income at the time the NSO is exercised equal to the aggregate fair
market value of the shares acquired less the option price.  However, if the
shares received upon the exercise of a NSO are subject to certain restrictions,
the taxable event is postponed until the restrictions lapse.  For example, if a
sale of the shares at a profit would subject an optionee to liability under
Section 16(b) of the 1934 Act, the optionee generally will recognize taxable
income on the date that the optionee is no longer subject to such liability in
an amount equal to the fair market value of the shares on such date less the
option price.  Notwithstanding the foregoing, the optionee may make a special
election within thirty days of receiving restricted shares to recognize taxable
income as of the date of exercise.  Ordinary income for a NSO will constitute
compensation for which withholding may be required under federal and state law.

     Subject to special rules applicable when an optionee uses stock of the
Company to exercise an option, shares acquired upon exercise of a NSO will have
a tax basis equal to their fair market value on the exercise date or other
relevant date on which ordinary income is recognized, and the holding period
for the shares generally will begin on the date of exercise or such other
relevant date.  Upon subsequent disposition of the shares, the optionee
generally will recognize capital gain or loss.  Provided the shares are held by
the optionee for more than one year prior to disposition, such gain or loss
will be long-term capital gain or loss.

     In the case of stock bonuses, ordinary income is generally recognized by
the recipient at the time or receipt of the stock bonus unless the stock
received is nontransferable and subject to substantial risks of forfeiture.  In
the case of nontransferable and non-vested stock bonuses, the recipient will
generally recognize ordinary income at the time of vesting or the lapse of
transfer restrictions, whichever is earlier.

     The Company will generally be entitled to a deduction equal to the
ordinary income (i.e. compensation) recognized by the recipient of a stock
bonus or by the optionee in the case of a "disqualifying disposition" of an ISO
or in connection with the exercise of an NSO provided the Company complies with
withholding requirements of federal and state law.

     Duration, Amendment and Termination.

     The Committee may, from time to time, alter or suspend and at any time
discontinue the Plan.  However, no action of the Committee may, without the
approval of the shareholders of the Company, materially increase the maximum
number of shares of stock to be issued pursuant to the Plan, modify the
provisions of eligibility under the Plan, reduce the option price at which
shares of stock may be offered pursuant to options granted under the Plan,
materially increase the benefits accruing to participants under the Plan or
extend the expiration of the Plan.  Unless sooner terminated by the Committee,
the Plan will terminate ten years after the date of adoption, and no further
stock bonuses or options may be granted pursuant to such Plan following the
termination date.  Rights and obligations under any award granted pursuant to
the Plan, while it is in effect, shall not be altered or impaired by suspension
or termination of such Plan, except with the consent of the person to whom the
award was granted.

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<PAGE>

     ADDITIONAL INFORMATION

     The Company has filed with the Commission a Registration Statement of
Form S-8 (the "Registration Statement") under the Securities Act with respect
to the securities offered by this Prospectus.  This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted from this Prospectus as permitted by the rules and
regulations of the Commission.  Statements made in this Prospectus regarding
the contents of any contract, agreement or other document filed with the
Commission as an exhibit to the Registration Statement, reference is made to
the exhibit for further information regarding the contents thereof, and each
such statement is qualified in its entirety by such reference.  The
Registration Statement, including the exhibits and schedules thereto, is
available for inspection at, and copies of such materials may be obtained at
prescribed rates from, the public reference facilities maintained by the
Commission at its principal offices located at Judiciary Plaza, 450 Fifth
Street, NW, Washington, DC 20549.

     The Company is subject to the informational requirements of the Exchange
Act and in accordance with the Exchange Act files reports, proxy statements and
other information with the Commission.  Such reports, proxy statements and
other information can be inspected and copied at the principal office of the
Commission set forth above.  Incorporated by reference in this Prospectus, and
subject in each case to information contained in this Prospectus, are the
following documents filed by the Company with the Commission pursuant to the
Exchange Act: (1) the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1999; (2) the Company's Quarterly Report on Form 10-QSB for
quarterly period ended September 30, 1999; (3) the Company's Quarterly Report
on Form 10-QSB for quarterly period ended December 31, 1999; and (4) the
Company's Preliminary Proxy Statement dated May 2, 2000.

     Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the Plan shall be deemed to be incorporated by reference
in this Prospectus and to be a part of this Prospectus from the date of filing
of such document.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement as modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

     Item 2.   Registrant Information and Employee Plan Annual Information.

     The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of the full Registration Statement and any and all of the documents
incorporated by reference herein (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference in such documents).
Such request should be directed to Donald Brucker, Chief Executive Officer,
La Jolla Diagnostics, Inc., 7855 Ivanhoe Avenue, Suite 322, La Jolla,
California  92037, (858) 454-7851.


     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Information Incorporated by Reference.

     La Jolla Diagnostics, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents:

     (a)  The Company's latest annual report on form 10-KSB filed pursuant to
Sections 13(a) or 5(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
fiscal year ended June 30, 1999.

     (b)  The Company's Quarterly Reports on Form 10-QSB for quarterly periods
ended September 30, 1999 and December 31, 1999.

     (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

     (d)  The Registrant's preliminary proxy statement or the information
statement, if any, filed pursuant to Section 14 of the Exchange Act in
connection with the annual meeting of its stockholders to be held on
June 29, 2000.

     (e)  All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement is filed with the SEC and prior to the filing of a post-effective
amendment which indicates that all shares offered hereby have been sold or
which deregisters all shares the remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.

     Item 4.   Description of Securities.

     The Registrant hereby registers its Common Stock to be issued and options
to be granted pursuant to the 2000 Incentive Stock Bonus and Option Plan of the
Company.  The Common Stock to be offered hereby is registered under Section 12
of the Exchange Act.

Stock bonuses granted pursuant to the Plan will vest at the time or times
determined by the Committee administering the Plan.  The maximum term of each
option granted under the Plan is ten years.  Stock options granted under the
Plan must be exercised by the Optionee during the earlier of their term or
within 30 days after termination of the Optionee's employment or other
relationship, except that the period may be extended if so provided in the
Agreement pursuant to which the option is granted.  During said period, such
option may be exercised in accordance with its terms but only for the number of
shares with respect to which installments have been accrued and vested as set
forth in optionee's option as of the date of the termination of employment.
Unvested options and all ISOs under the Plan are not transferable except by
will or by law of descent and distribution as defined in the Internal Revenue
Code, and ISOs may be exercised during the lifetime of the person to whom the
option is granted only by such person or such person's guardian or legal
representative.  The exercise of shares of Common Stock subject to options
qualifying as Incentive Stock Options must not be less than the fair market
value of the Common Stock on the date of grant.  Under the Plan, the exercise
price is payable in cash, by check or money order, or at the direction of the
Committee by transfer of previously acquired shares of the Company Common
Stock.

     Item 5.   Interests of Named Experts and Counsel

     Not applicable.

     Item 6.   Indemnification of Directors and Officers

     Section 204 of the General Corporation Law of the State of California
authorizes a corporation to adopt a provision in its articles of incorporation
eliminating the personal liability of directors to corporations and their
shareholders for monetary damages for breach or alleged breach of directors'
"duty of care."  Following a California corporation's adoption of such a
provision, its directors are not accountable to corporations and their
shareholders for monetary damages for conduct constituting negligence (or gross
negligence) in the exercise of their fiduciary duties; directors continue to be
subject to equitable remedies such as injunction or rescission.  Under
California law, a director also continues to be liable for: (1) a breach of his
or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (3) illegal payments of
dividends; and (4) approval of any transaction from which a director derives an
improper personal benefit.  The adoption of such a provision in the articles of
incorporation also does not limit directors' liability for violations of the
federal securities laws.

     Section 317 of the General Corporation Law of the State of California
makes provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933.  A recent amendment to
Section 317 provides that the indemnification provided by this section is not
exclusive to the extent additional rights are authorized in a corporation's
articles of incorporation.  The Company has adopted provisions in it Bylaws
which authorize the Company to indemnify its officers, directors and other
agents to the full extent permitted by law.

     Item 7.   Exemption from Registration Claimed

     Not applicable.

     Item 8.   Exhibits

     The Exhibit Index immediately preceding the Exhibits is attached hereto
and incorporated herein by reference.

     Item 9.   Undertakings

     (a)  Rule 415 Offering

     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 additional or changed material information on
the plan of distribution.

     (2)  That, for the purpose of determining any liability under the
Securities Act, each 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)  Filing Incorporating Subsequent Exchange Act Documents by Reference.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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)  Request for Acceleration of Effective Date or Filing of Registration
          Statement on Form S-8.

     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
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 settlement 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, as amended,
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 County of San Diego, State of California on
May 10, 2000.


La Jolla Diagnostics, Inc.


By:  /S/ DONALD BRUCKER
         --------------
         Donald Brucker
         Chief Executive Officer, Chief Financial Officer
         and Director (Principal Executive and Accounting Officer)


POWER OF ATTORNEY

     The officers and directors of La Jolla Diagnostics, Inc., whose signatures
appear below, hereby constitute and appoint Donald Brucker, Stephen Roberts,
Thomas Cajka and Greg Caton, and each of them, their true and lawful attorneys
and agents, with full power of substitution, each with power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this Registration Statement on Form S-8, and each of the undersigned does
hereby ratify and confirm all the each of said attorney and agent, or their or
his substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 10, 2000.


/S/ DONALD BRUCKER
    ----------------------------------
    Donald Brucker
    Chief Executive Officer, Chief Financial Officer
    and Director (Principal Executive and Accounting Officer)


/S/ STEPHEN ROBERTS
    ----------------------------------
    Stephen Roberts, M.D.
    President, Secretary and Director


/S/ THOMAS CAJKA
    ----------------------------------
    Thomas Cajka
    Director


/S/ GREG CATON
    ----------------------------------
    Greg Caton
    Director


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<PAGE>

     EXHIBIT INDEX

 4.1*     Registrant's Articles of Incorporation (under its former name,
          Women's Healthcare Centers of America, Inc.).

 4.2*     Certificate of Amendment of the Articles of Incorporation of
          Women's Healthcare Centers of America, Inc.

 4.3*     Certificate of Amendment of the Articles of Incorporation of
          Chemical Dependency Healthcare, Inc.

 4.4*     Registrant's Bylaws.

 4.5*     Specimen Stock Certificate.

 5.1      Opinion of Blanchard, Krasner & French regarding legality.

23.1      Consent of Blanchard, Krasner & French (included in Exhibit 5.1).

23.2      Consent of Logan Throop and Co.

24.1      Power of Attorney (included in signature pages to this Registration
          Statement).

99.1*     2000 Incentive Stock Bonus and Option Plan

99.2*     Form of Stock Option Agreement

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

* Previously filed as an exhibit to the Registration Statement on Form SB-2
filed by the Registrant on May 18, 1995, as amended through October 12, 1995,
and incorporated herein by reference.
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<PAGE>
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As filed with the Securities and Exchange Commission on May 10, 2000

                        Registration Number 33-93132

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549

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

                          La Jolla Diagnostics, Inc.
                          --------------------------
                     (Full name of Registrant in Charter)

           California                                  94-2901715
           ----------                                  ----------
     State of Incorporation                IRS EMPLOYER IDENTIFICATION NUMBER

                       7855 Ivanhoe Avenue, Suite 322
                        La Jolla, California  92037
                       ------------------------------
                  (Address of Principal Executive Offices)

                 2000 INCENTIVE STOCK BONUS AND OPTION PLAN
                 ------------------------------------------
                            (Full title of Plan)

                               Donald Brucker
                       7855 Ivanhoe Avenue, Suite 322
                        La Jolla, California  92037
                               (858) 454-6790
                       ------------------------------
          (Name, Address and Telephone Number of Agent for Service)

                       Calculation of Registration Fee

  Title of                           Proposed          Maximum       Amount of
securities to    Amount to be    maximum offering     aggregate      securities
be registered     registered     Price Per Share     registration      fee (1)

Common Stock,  5,000,000 shares       .445            2,225,000        587.40

(1)  Estimated solely for the purpose of calculating the registration fee based
upon the average bid and asked price of the common stock on the OTC Bulletin
Board on May 04, 2000.

===============================================================================
Prospectus
                           La Jolla Diagnostics, Inc.

                            5,000,000 Common Shares
                               Issuable under the
                   2000 Incentive Stock Bonus and Option Plan

     This Prospectus relates to 5,000,000 shares of common stock, no par value
(the "Common Stock"), of La Jolla Diagnostics, Inc., a California corporation
(the "Company"), issuable pursuant to the 2000 Incentive Stock Bonus and Option
Plan described herein.

     The delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to the date
hereof.

     No person has been authorized to give any information or to make any
representation other than as contained herein in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representation must not be relied upon.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     The date of this Prospectus is May 10, 2000.

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PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.   Plan Information.

          DESCRIPTION OF 2000 INCENTIVE STOCK BONUS AND OPTION PLAN

     Introduction and Background.

     The Board of Directors and shareholders of the Company have adopted the
2000 Incentive Stock Bonus and Option Plan (the "Plan") whereby stock, bonuses
and incentive options to purchase shares of the Company's Common Stock may be
granted to eligible employees, directors and consultants of the Company.

     The Board of Directors has reserved 5,000,000 shares of the Company's
Common Stock for issuance in connection with stock bonuses and options granted
under the Plan; provided however, at no time shall the total number of shares
issuable upon exercise of all outstanding options and the total number of
shares provided for under any stock bonus or similar plan of the Company exceed
the applicable percentage as calculated in accordance with the conditions and
exclusions set forth in section 260.140.45 of Title 10 of the California Code
of Regulations, based on the number of shares of the Company which are
outstanding at the time the calculation is made.  A copy of the Plan is
attached hereto as Exhibit "A."  The Plan is not qualified under nor subject to
any provisions of the Employee Retirement Security Acts of 1974 ("ERISA").

     Purpose.

     The purpose of the Plan is to advance the interests of the Company and its
shareholders by compensating employees, directors and consultants with an
entrepreneurial incentive to (i) provide high levels of performance, (ii)
undertake extraordinary efforts to increase the earnings of the Company,
(iii) increase their proprietary interest in the Company, and (iv) remain in
the employ and continue providing services to the Company.
The primary reason for adopting the Plan now, is to enhance the Company's
ability to attract, compensate and retain qualified employees, directors and
consultants by providing an opportunity to acquire a proprietary interest in
the success of the Company.

     Administration.

     The Plan shall be administered by the Board of Directors or a committee of
the Board of Directors of the Company of not less than two directors (the
"Committee").

     Subject to the provisions of the Plan, the Committee has the authority to
interpret the Plan and apply its provisions; to prescribe, adopt and amend or
rescind rules, procedures and forms relating to the Plan; to determine persons
who may participate in the Plan; to determine the time at which bonuses or
options are granted under the Plan; to determine the number of shares of stock
to be subject to each bonus or option and the vesting provisions of such
bonuses or options; and to take any other action deemed necessary or advisable
for the administration of the Plan.

     Eligibility for the Plan.

     As of May 10, 2000 there were nineteen (19) eligible participants under
the Plan, including three (3) executive officers, four (4) directors and
fifteen (15) other employees and consultants.

Subject to shareholder approval, the Plan will provide for the grant of stock
bonuses and both incentive stock options ("ISOs"), intended to qualify as such
under former section 422A (now Section 422) of the Internal Revenue Code, as
amended, and nonstatutory stock options ("NSOs").  ISOs may be granted only to
salaried officers and full-time employees.  Any option granted that does not
meet the required conditions of an ISO (as set forth above) will be deemed an
NSO.  If any options granted under the Plan shall for any reason expire or be
canceled or otherwise terminate without having been exercised in full, the
shares allocable to the unexercised option of such options shall again become
available for the Plan.

     Terms, Price and Transferability.

     Stock bonuses and options granted pursuant to the Plan will vest at the
time or times determined by the Committee.  The Stock bonuses and options shall
not vest prior to shareholder approval of the Plan.

     The maximum term of each option granted under the Plan is ten years.
Stock options granted under the Plan must be exercised by the optionee during
the earlier of their term or within 30 days after termination of the optionee's
employment or other relationship, unless otherwise agreed or such termination
is the result of death or disability, in which event such options may be
exercised for the period of six months after the date of termination.  During
said period such option may be exercised in accordance with its terms, but only
for the number of shares with respect to which installments have accrued and
vested as set forth in the optionee's option as of the date of termination of
employment.  Unvested stock bonuses will be forfeited upon termination of the
employment or other relationship with the Company, unless otherwise provided in
the Agreement pursuant to which the bonus was granted.

     Unvested bonuses, unvested NSOs and all ISOs under the Plan are not
transferable except by will or by the laws of descent and distribution as
defined in the Code, and ISOs may be exercised during the lifetime of the
person to whom the option is granted only by such person or by such person's
guardian or legal representative.

     The exercise price of shares of Common Stock subject to options qualifying
as ISOs must not be less than the fair market value of the Common Stock on the
date of grant.  Under the Plan, the exercise price is payable in cash, by check
or money order, or at the discretion of the Committee by transfer of previously
acquired shares of the Company Common Stock.

     Adjustments.

     The number of shares of Common Stock subject to an option granted under
the Plan will be adjusted for any increase or decrease in the number of issued
shares of the Company resulting from the subdivision, combination or
consolidation of shares or other capital adjustment, or the payment of a stock
dividend, stock split or other increase or decrease in the outstanding shares
insofar as effected without receipt of consideration by the Company.

     In the event of a merger or other reorganization, all outstanding options
granted will immediately prior to, or concurrently with, such reorganization
become exercisable in full, unless the agreements with respect to the
reorganization provide for the assumption of such options, in which case the
surviving corporation shall honor such options in full.  Any such adjustment
shall be made by the Committee, whose determination as to what adjustments
shall be made, and the extent thereof, shall be final and conclusive.  No
fractional shares of stock will be issued under the Plan on account of any such
adjustment.

     Federal Income Tax Consequences of Options Under the Employee Option Plan.

     The following discussion is only a summary of the principal federal income
tax consequences of the stock bonuses and options to be granted under the Plan,
and is based on existing federal law (including administrative regulations and
rulings) which is subject to change, in some cases retroactively.  This
discussion is also qualified by the particular circumstances of individual
optionees, which may substantially alter or modify the federal income tax
consequences herein discussed.

     Generally under present law, when an option qualifies as an ISO:  (i) an
optionee will not realize taxable income either upon the grant or the exercise
of the option, (ii) any gain or loss upon a qualifying disposition of the
shares acquired upon exercise of the option will be treated as capital gain or
loss and (iii) no deduction will be allowed to the Company for federal income
tax purposes in connection with the grant or exercise of the option or a
qualifying disposition of the shares acquired upon exercise thereof.  A
disposition by an optionee of stock acquired upon exercise of an ISO will
constitute a qualifying disposition if it occurs more than two years after the
grant of the option and more than one year after the issuance of the shares to
the optionee.  The Company obtains no deduction in connection with the grant or
exercise of an ISO or a qualifying disposition of the shares.  If such stock is
disposed of by the optionee before the expiration of those time limits, the
transfer would be a "disqualifying disposition" and the optionee, in general,
will recognize ordinary income equal to the lesser of (i) the aggregate fair
market value of the shares as of the date of exercise less the option price or
(ii) the amount realized on the disqualifying disposition less the option
price.  Ordinary income from a disqualifying disposition will constitute
compensation for which withholding may be required under federal and state law.
Any gain in addition to the amount reportable as ordinary income from a
"disqualifying disposition" generally will be capital gain.

     Upon exercise of an ISO, the difference between the fair market value of
stock on the date of exercise and the option price generally is treated as a
"tax preference" item in that taxable year for alternative minimum tax
purposes, as are a number of other items specified by the Code.  Such tax
preference items (with adjustments) form the basis for the alternative minimum
tax, which may apply depending on the amount of the computed "regular tax" of
the employee for that year.  Under certain circumstances, the amount of
alternative minimum tax is allowed as a carry forward credit against regular
tax liability in subsequent years.

     In the case of NSOs, no income generally is recognized by the optionee at
the time of the grant of the option.  The optionee generally will recognize
ordinary income at the time the NSO is exercised equal to the aggregate fair
market value of the shares acquired less the option price.  However, if the
shares received upon the exercise of a NSO are subject to certain restrictions,
the taxable event is postponed until the restrictions lapse.  For example, if a
sale of the shares at a profit would subject an optionee to liability under
Section 16(b) of the 1934 Act, the optionee generally will recognize taxable
income on the date that the optionee is no longer subject to such liability in
an amount equal to the fair market value of the shares on such date less the
option price.  Notwithstanding the foregoing, the optionee may make a special
election within thirty days of receiving restricted shares to recognize taxable
income as of the date of exercise.  Ordinary income for a NSO will constitute
compensation for which withholding may be required under federal and state law.

     Subject to special rules applicable when an optionee uses stock of the
Company to exercise an option, shares acquired upon exercise of a NSO will have
a tax basis equal to their fair market value on the exercise date or other
relevant date on which ordinary income is recognized, and the holding period
for the shares generally will begin on the date of exercise or such other
relevant date.  Upon subsequent disposition of the shares, the optionee
generally will recognize capital gain or loss.  Provided the shares are held by
the optionee for more than one year prior to disposition, such gain or loss
will be long-term capital gain or loss.

     In the case of stock bonuses, ordinary income is generally recognized by
the recipient at the time or receipt of the stock bonus unless the stock
received is nontransferable and subject to substantial risks of forfeiture.  In
the case of nontransferable and non-vested stock bonuses, the recipient will
generally recognize ordinary income at the time of vesting or the lapse of
transfer restrictions, whichever is earlier.

     The Company will generally be entitled to a deduction equal to the
ordinary income (i.e. compensation) recognized by the recipient of a stock
bonus or by the optionee in the case of a "disqualifying disposition" of an ISO
or in connection with the exercise of an NSO provided the Company complies with
withholding requirements of federal and state law.

     Duration, Amendment and Termination.

     The Committee may, from time to time, alter or suspend and at any time
discontinue the Plan.  However, no action of the Committee may, without the
approval of the shareholders of the Company, materially increase the maximum
number of shares of stock to be issued pursuant to the Plan, modify the
provisions of eligibility under the Plan, reduce the option price at which
shares of stock may be offered pursuant to options granted under the Plan,
materially increase the benefits accruing to participants under the Plan or
extend the expiration of the Plan.  Unless sooner terminated by the Committee,
the Plan will terminate ten years after the date of adoption, and no further
stock bonuses or options may be granted pursuant to such Plan following the
termination date.  Rights and obligations under any award granted pursuant to
the Plan, while it is in effect, shall not be altered or impaired by suspension
or termination of such Plan, except with the consent of the person to whom the
award was granted.

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ADDITIONAL INFORMATION

     The Company has filed with the Commission a Registration Statement of
Form S-8 (the "Registration Statement") under the Securities Act with respect
to the securities offered by this Prospectus.  This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted from this Prospectus as permitted by the rules and
regulations of the Commission.  Statements made in this Prospectus regarding
the contents of any contract, agreement or other document filed with the
Commission as an exhibit to the Registration Statement, reference is made to
the exhibit for further information regarding the contents thereof, and each
such statement is qualified in its entirety by such reference.  The
Registration Statement, including the exhibits and schedules thereto, is
available for inspection at, and copies of such materials may be obtained at
prescribed rates from, the public reference facilities maintained by the
Commission at its principal offices located at Judiciary Plaza, 450 Fifth
Street, NW, Washington, DC 20549.

     The Company is subject to the informational requirements of the Exchange
Act and in accordance with the Exchange Act files reports, proxy statements and
other information with the Commission.  Such reports, proxy statements and
other information can be inspected and copied at the principal office of the
Commission set forth above.  Incorporated by reference in this Prospectus, and
subject in each case to information contained in this Prospectus, are the
following documents filed by the Company with the Commission pursuant to the
Exchange Act: (1) the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1999; (2) the Company's Quarterly Report on Form 10-QSB for
quarterly period ended September 30, 1999; (3) the Company's Quarterly Report
on Form 10-QSB for quarterly period ended December 31, 1999; and (4) the
Company's Preliminary Proxy Statement dated May 2, 2000.

     Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the Plan shall be deemed to be incorporated by reference
in this Prospectus and to be a part of this Prospectus from the date of filing
of such document.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement as modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

     Item 2.   Registrant Information and Employee Plan Annual Information.

     The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of the full Registration Statement and any and all of the documents
incorporated by reference herein (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference in such documents).
Such request should be directed to Donald Brucker, Chief Executive Officer,
La Jolla Diagnostics, Inc., 7855 Ivanhoe Avenue, Suite 322, La Jolla,
California  92037, (858) 454-7851.

     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Information Incorporated by Reference.

     La Jolla Diagnostics, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents:

     (a)  The Company's latest annual report on form 10-KSB filed pursuant to
Sections 13(a) or 5(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
fiscal year ended June 30, 1999.

     (b)  The Company's Quarterly Reports on Form 10-QSB for quarterly periods
ended September 30, 1999 and December 31, 1999.

     (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

     (d)  The Registrant's preliminary proxy statement or the information
statement, if any, filed pursuant to Section 14 of the Exchange Act in
connection with the annual meeting of its stockholders to be held on
June 29, 2000.

     (e)  All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement is filed with the SEC and prior to the filing of a post-effective
amendment which indicates that all shares offered hereby have been sold or
which deregisters all shares the remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.

     Item 4.   Description of Securities.

     The Registrant hereby registers its Common Stock to be issued and options
to be granted pursuant to the 2000 Incentive Stock Bonus and Option Plan of the
Company.  The Common Stock to be offered hereby is registered under Section 12
of the Exchange Act.

Stock bonuses granted pursuant to the Plan will vest at the time or times
determined by the Committee administering the Plan.  The maximum term of each
option granted under the Plan is ten years.  Stock options granted under the
Plan must be exercised by the Optionee during the earlier of their term or
within 30 days after termination of the Optionee's employment or other
relationship, except that the period may be extended if so provided in the
Agreement pursuant to which the option is granted.  During said period, such
option may be exercised in accordance with its terms but only for the number of
shares with respect to which installments have been accrued and vested as set
forth in optionee's option as of the date of the termination of employment.
Unvested options and all ISOs under the Plan are not transferable except by
will or by law of descent and distribution as defined in the Internal Revenue
Code, and ISOs may be exercised during the lifetime of the person to whom the
option is granted only by such person or such person's guardian or legal
representative.  The exercise of shares of Common Stock subject to options
qualifying as Incentive Stock Options must not be less than the fair market
value of the Common Stock on the date of grant.  Under the Plan, the exercise
price is payable in cash, by check or money order, or at the direction of the
Committee by transfer of previously acquired shares of the Company Common
Stock.

     Item 5.   Interests of Named Experts and Counsel

     Not applicable.

     Item 6.   Indemnification of Directors and Officers

     Section 204 of the General Corporation Law of the State of California
authorizes a corporation to adopt a provision in its articles of incorporation
eliminating the personal liability of directors to corporations and their
shareholders for monetary damages for breach or alleged breach of directors'
"duty of care."  Following a California corporation's adoption of such a
provision, its directors are not accountable to corporations and their
shareholders for monetary damages for conduct constituting negligence (or gross
negligence) in the exercise of their fiduciary duties; directors continue to be
subject to equitable remedies such as injunction or rescission.  Under
California law, a director also continues to be liable for: (1) a breach of his
or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (3) illegal payments of
dividends; and (4) approval of any transaction from which a director derives an
improper personal benefit.  The adoption of such a provision in the articles of
incorporation also does not limit directors' liability for violations of the
federal securities laws.

     Section 317 of the General Corporation Law of the State of California
makes provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933.  A recent amendment to
Section 317 provides that the indemnification provided by this section is not
exclusive to the extent additional rights are authorized in a corporation's
articles of incorporation.  The Company has adopted provisions in it Bylaws
which authorize the Company to indemnify its officers, directors and other
agents to the full extent permitted by law.

     Item 7.   Exemption from Registration Claimed

     Not applicable.

     Item 8.   Exhibits

     The Exhibit Index immediately preceding the Exhibits is attached hereto
and incorporated herein by reference.

     Item 9.   Undertakings

     (a)  Rule 415 Offering

     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 additional or changed material information on
the plan of distribution.

     (2)  That, for the purpose of determining any liability under the
Securities Act, each 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)  Filing Incorporating Subsequent Exchange Act Documents by Reference.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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)  Request for Acceleration of Effective Date or Filing of Registration
          Statement on Form S-8.

     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
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 settlement 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, as amended,
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 County of San Diego, State of California on
May 10, 2000.

La Jolla Diagnostics, Inc.

By:  /S/ DONALD BRUCKER
         --------------
         Donald Brucker
         Chief Executive Officer, Chief Financial Officer
         and Director (Principal Executive and Accounting Officer)

POWER OF ATTORNEY

     The officers and directors of La Jolla Diagnostics, Inc., whose signatures
appear below, hereby constitute and appoint Donald Brucker, Stephen Roberts,
Thomas Cajka and Greg Caton, and each of them, their true and lawful attorneys
and agents, with full power of substitution, each with power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this Registration Statement on Form S-8, and each of the undersigned does
hereby ratify and confirm all the each of said attorney and agent, or their or
his substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 10, 2000.

/S/ DONALD BRUCKER
    ----------------------------------
    Donald Brucker
    Chief Executive Officer, Chief Financial Officer
    and Director (Principal Executive and Accounting Officer)

/S/ STEPHEN ROBERTS
    ----------------------------------
    Stephen Roberts, M.D.
    President, Secretary and Director

/S/ THOMAS CAJKA
    ----------------------------------
    Thomas Cajka
    Director

/S/ GREG CATON
    ----------------------------------
    Greg Caton
    Director

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EXHIBIT INDEX

 4.1*     Registrant's Articles of Incorporation (under its former name,
          Women's Healthcare Centers of America, Inc.).

 4.2*     Certificate of Amendment of the Articles of Incorporation of
          Women's Healthcare Centers of America, Inc.

 4.3*     Certificate of Amendment of the Articles of Incorporation of
          Chemical Dependency Healthcare, Inc.

 4.4*     Registrant's Bylaws.

 4.5*     Specimen Stock Certificate.

 5.1      Opinion of Blanchard, Krasner & French regarding legality.

23.1      Consent of Blanchard, Krasner & French (included in Exhibit 5.1).

23.2      Consent of Logan Throop and Co.

24.1      Power of Attorney (included in signature pages to this Registration
          Statement).

99.1*     2000 Incentive Stock Bonus and Option Plan

99.2*     Form of Stock Option Agreement

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

* Previously filed as an exhibit to the Registration Statement on Form SB-2
filed by the Registrant on May 18, 1995, as amended through October 12, 1995,
and incorporated herein by reference.
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