<PAGE>   1
      As Filed with the Securities and Exchange Commission on July 25, 2001

                                                   Registration No. 333-________


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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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


            California                                  77-0213001
-----------------------------------       --------------------------------------
   (State or other jurisdiction            (I.R.S. employer identification no.)
 of incorporation or organization)


                                3240 Whipple Road
                          Union City, California 94587
              -----------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                  ABAXIS, INC.

                           1998 STOCK OPTION PLAN AND
                       OUTSIDE DIRECTOR STOCK OPTION PLAN
              -----------------------------------------------------
                            (Full title of the plan)


                               Clinton H. Severson
                       President, Chief Executive Officer,
                            and Chairman of the Board
                                  Abaxis, Inc.
                                3240 Whipple Road
                          Union City, California 94587
              -----------------------------------------------------
                     (Name and address of agent for service)


Telephone number, including area code, of agent for service:  (510) 675-6500.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.



<PAGE>   2

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
                                                               Proposed          Proposed
         Title of                                              maximum           maximum
     Securities to be                    Amount to be       offering price       aggregate          Amount of
       registered(1)                     registered(2)       per share(3)   offering price(3)   registration fee
-------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>            <C>                 <C>
1998 Stock Option Plan

Common Stock                               500,000              $5.36           $2,680,000            $670.00


Outside Director Stock Option Plan
----------------------------------

Common Stock                                50,000              $5.36            $268,000             $67.00


TOTAL                                      550,000                              $2,948,000            $737.00
</TABLE>




-----------

(1)  The securities to be registered include options to acquire Common Stock.

(2)  Pursuant to Rule 416(a), this registration statement also covers any
     additional securities that may be offered or issued in connection with any
     stock split, stock dividend or similar transaction.

(3)  Estimated pursuant to Rule 457 solely for purposes of calculating the
     registration fee. As to shares under the 1998 Stock Option Plan and Outside
     Director Stock Option Plan, the price is based upon the average of the high
     and low prices of the Common Stock on July 23, 2001 as reported on the
     Nasdaq National Market.


<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

               Abaxis, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:

               (a) The Company's latest annual report on Form 10-K containing
audited financial statements for the Company's fiscal year ended March 31, 2001
as filed with the Securities and Exchange Commission on June 29, 2001.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
end of the fiscal year covered by the registrant document referred to in (a)
above.

               (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed on December 11, 1991
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

               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 to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4.        Description of Securities

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

               Inapplicable.

Item 6.        Indemnification of Directors and Officers

               The Company's Articles of Incorporation provide that the
liability of the directors for monetary damages shall be eliminated to the
fullest extent permissible under California law. Pursuant to California law, the
Company's directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty of care to the Company and its shareholders. However,
this provision does not eliminate the duty of care, and in appropriate
circumstances, equitable remedies such as injunctive or other forms of
nonmonetary relief will remain available under California law.



<PAGE>   4

               In addition, each director will continue to be subject to
liability for (i) acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) acts or omissions that a director
believes to be contrary to the best interests of the Company or its shareholders
or that involve the absence of good faith on the part of the director, (iii) any
transaction from which a director derived an improper personal benefit, (iv)
acts or omissions that show a reckless disregard for the director's duty to the
Company or its shareholders in circumstances in which the director was aware, or
should have been aware, in the ordinary course of performing a director's
duties, of a risk of serious injury to the Company or its shareholders, (v) acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's duty to the Company or its shareholders, (vi)
any transaction that constitutes an illegal distribution or dividend under
California law, and (vii) any transaction involving an unlawful conflict of
interest between the director and the Company under California law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

               In addition, the Company's Articles of Incorporation provide that
the Company is authorized to provide indemnification of agents (as defined under
California law) for breach of duty to the Company and its shareholders through
bylaw provisions or through agreements with the agents, or through shareholder
resolutions, or otherwise, in excess of the indemnification otherwise permitted
by California law, subject to the limits on such excess indemnification set
forth in California law.

               The Company's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by California law. Such
indemnification is intended to provide the full flexibility available under
California law and may, under certain circumstances, include indemnification for
negligence, gross negligence and certain types of recklessness. Under California
law and the Company's Bylaws, the Company will be permitted to indemnify its
directors, executive officers, officers, employees and other agents, within the
limits established by law and public policy, pursuant to an express contract,
bylaw provision, shareholder vote or otherwise, any or all of which could
provide indemnification rights broader than those expressly available under
California law.

               The Company is also empowered under its Bylaws to enter into
indemnification agreements with its directors and officers and to purchase
insurance on behalf of any person whom it is required or permitted to indemnify.
The Company has entered into agreements with its directors and certain of its
executive officers that require the Company to indemnify such persons against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
an executive officer of the Company or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.



<PAGE>   5

               Section 317 of the California Corporations Code makes provisions
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 of expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Section 317 also
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.

Item 7.        Exemption From Registration Claimed

               Inapplicable.

Item 8.        Exhibits

               See Exhibit Index.

Item 9.        Undertakings

               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 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; and

                   (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 (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.



<PAGE>   6

               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.

               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 Securities and Exchange
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 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.



<PAGE>   7

                                    SIGNATURE


        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 City of Union City, State of California, on July 24,
2001



                                         ABAXIS, INC.



                                         By:  /s/  Clinton H. Severson
                                             -----------------------------------
                                              Clinton H. Severson
                                              President, Chief Executive Officer
                                              and Chairman of the Board



<PAGE>   8

                        SIGNATURES AND POWER OF ATTORNEY


        The officers and directors of Abaxis, Inc. whose signatures appear
below, hereby constitute and appoint Clinton H. Severson and Alberto Santa Ines,
and each of them, their true and lawful attorneys-in-fact 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 that each of said attorney-in-fact 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 July 24, 2001.


<TABLE>
<CAPTION>
SIGNATURE                             TITLE
<S>                                   <C>


     /s/  Clinton H. Severson         President, Chief Executive Officer and
----------------------------------    Chairman of the Board (Principal Executive Officer)
Clinton H. Severson


     /s/  Alberto Santa Ines          Interim Chief Financial Officer
----------------------------------    (Principal Financial Officer)
Alberto Santa Ines


     /s/  Richard Bastiani, Ph.D.     Director
----------------------------------
Richard Bastiani, Ph.D.


     /s/  Brenton G.A. Hanlon         Director
----------------------------------
Brenton G.A. Hanlon


     /s/  Prithipal Singh, Ph.D.      Director
----------------------------------
Prithipal Singh, Ph.D.


     /s/  Ernest S. Tucker III, M.D.  Director
------------------------------------
Ernest S. Tucker III, M.D.
</TABLE>




<PAGE>   9

                                  EXHIBIT INDEX



<TABLE>
<S>      <C>
4.1      Amended and Restated Articles of Incorporation of the Company dated
         January 30, 1992 is incorporated by reference to Exhibit 3.1 to the
         Company' Registration Statement on Form S-1 filed with the Securities
         and Exchange Commission on September 19, 1994 (File No. 33-83852)

4.2      Certificate of Amendment of Incorporation of the Company incorporated
         by reference to the Company's Registration Statement on Form S-3 filed
         with the Securities and Exchange Commission on September 29, 1997 (File
         No.333-36705)

4.3      Bylaws of the Company are incorporated by reference to an Exhibit to
         the Company's Registration Statement on Form S-1 filed with the
         Securities and Exchange Commission on December 11, 1991 (File No.
         33-44326)

4.4      Certificate of Determination of the Company incorporated by reference
         to Exhibit 3.3 to the Company's quarterly report on Form 10-Q filed
         with the Securities and Exchange Commission on February 14, 1997 (File
         No.000-19720)

4.5      Certificate of Determination of the Company incorporated by reference
         to Exhibit 3.3 to the Company's quarterly report on Form 10-Q filed
         with the Securities and Exchange Commission on August 14, 1997 (File
         No.000-19720)

4.6      Certificate of Determination of the Company incorporated by reference
         to Exhibit 4.1 of the Company's current report on Form 8-K filed with
         the Securities and Exchange Commission on November 25, 1998 (File
         No.000-19720)

4.7      Certificate of Determination of the Company incorporated by reference
         to Exhibit 3.1 of the Company's current report on Form 8-K filed with
         the Securities and Exchange Commission on October 19, 2000 (File
         No.000-19720)

5        Opinion of legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Deloitte & Touche LLP

24       Power of Attorney (included in signature pages to this registration
         statement)
</TABLE>
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{"company-data": {"conformed-name": "ABAXIS INC", "cik": "0000881890", "assigned-sic": "2835", "irs-number": "770213001", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65812", "film-number": "1688915"}, "business-address": {"street1": "3240 WHIPPLE", "street2": "ROAD", "city": "UNION CITY", "state": "CA", "zip": "94587", "phone": "(510) 441-6161"}, "mail-address": {"street1": "3240 WHIPPLE", "street2": "ROAD", "city": "UNION CITY", "state": "CA", "zip": "94587"}}
1
      As Filed with the Securities and Exchange Commission on July 25, 2001

                                                   Registration No. 333-________

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

            California                                  77-0213001
-----------------------------------       --------------------------------------
   (State or other jurisdiction            (I.R.S. employer identification no.)
 of incorporation or organization)

                                3240 Whipple Road
                          Union City, California 94587
              -----------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                  ABAXIS, INC.

                           1998 STOCK OPTION PLAN AND
                       OUTSIDE DIRECTOR STOCK OPTION PLAN
              -----------------------------------------------------
                            (Full title of the plan)

                               Clinton H. Severson
                       President, Chief Executive Officer,
                            and Chairman of the Board
                                  Abaxis, Inc.
                                3240 Whipple Road
                          Union City, California 94587
              -----------------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (510) 675-6500.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
2
-------------------------------------------------------------------------------------------------------------------

                                CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
                                                               Proposed          Proposed
         Title of                                              maximum           maximum
     Securities to be                    Amount to be       offering price       aggregate          Amount of
       registered(1)                     registered(2)       per share(3)   offering price(3)   registration fee
-------------------------------------------------------------------------------------------------------------------
1998 Stock Option Plan

Common Stock                               500,000              $5.36           $2,680,000            $670.00

Outside Director Stock Option Plan
----------------------------------

Common Stock                                50,000              $5.36            $268,000             $67.00

TOTAL                                      550,000                              $2,948,000            $737.00
-----------

(1)  The securities to be registered include options to acquire Common Stock.

(2)  Pursuant to Rule 416(a), this registration statement also covers any
     additional securities that may be offered or issued in connection with any
     stock split, stock dividend or similar transaction.

(3)  Estimated pursuant to Rule 457 solely for purposes of calculating the
     registration fee. As to shares under the 1998 Stock Option Plan and Outside
     Director Stock Option Plan, the price is based upon the average of the high
     and low prices of the Common Stock on July 23, 2001 as reported on the
     Nasdaq National Market.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

               Abaxis, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:

               (a) The Company's latest annual report on Form 10-K containing
audited financial statements for the Company's fiscal year ended March 31, 2001
as filed with the Securities and Exchange Commission on June 29, 2001.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
end of the fiscal year covered by the registrant document referred to in (a)
above.

               (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed on December 11, 1991
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

               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 to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4.        Description of Securities

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

               Inapplicable.

Item 6.        Indemnification of Directors and Officers

               The Company's Articles of Incorporation provide that the
liability of the directors for monetary damages shall be eliminated to the
fullest extent permissible under California law. Pursuant to California law, the
Company's directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty of care to the Company and its shareholders. However,
this provision does not eliminate the duty of care, and in appropriate
circumstances, equitable remedies such as injunctive or other forms of
nonmonetary relief will remain available under California law.
4

               In addition, each director will continue to be subject to
liability for (i) acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) acts or omissions that a director
believes to be contrary to the best interests of the Company or its shareholders
or that involve the absence of good faith on the part of the director, (iii) any
transaction from which a director derived an improper personal benefit, (iv)
acts or omissions that show a reckless disregard for the director's duty to the
Company or its shareholders in circumstances in which the director was aware, or
should have been aware, in the ordinary course of performing a director's
duties, of a risk of serious injury to the Company or its shareholders, (v) acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's duty to the Company or its shareholders, (vi)
any transaction that constitutes an illegal distribution or dividend under
California law, and (vii) any transaction involving an unlawful conflict of
interest between the director and the Company under California law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

               In addition, the Company's Articles of Incorporation provide that
the Company is authorized to provide indemnification of agents (as defined under
California law) for breach of duty to the Company and its shareholders through
bylaw provisions or through agreements with the agents, or through shareholder
resolutions, or otherwise, in excess of the indemnification otherwise permitted
by California law, subject to the limits on such excess indemnification set
forth in California law.

               The Company's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by California law. Such
indemnification is intended to provide the full flexibility available under
California law and may, under certain circumstances, include indemnification for
negligence, gross negligence and certain types of recklessness. Under California
law and the Company's Bylaws, the Company will be permitted to indemnify its
directors, executive officers, officers, employees and other agents, within the
limits established by law and public policy, pursuant to an express contract,
bylaw provision, shareholder vote or otherwise, any or all of which could
provide indemnification rights broader than those expressly available under
California law.

               The Company is also empowered under its Bylaws to enter into
indemnification agreements with its directors and officers and to purchase
insurance on behalf of any person whom it is required or permitted to indemnify.
The Company has entered into agreements with its directors and certain of its
executive officers that require the Company to indemnify such persons against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
an executive officer of the Company or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.
5

               Section 317 of the California Corporations Code makes provisions
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 of expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Section 317 also
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.

Item 7.        Exemption From Registration Claimed

               Inapplicable.

Item 8.        Exhibits

               See Exhibit Index.

Item 9.        Undertakings

               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 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; and

                   (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 (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
6

               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.

               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 Securities and Exchange
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 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.
7

                                    SIGNATURE

        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 City of Union City, State of California, on July 24,
2001

                                         ABAXIS, INC.

                                         By:  /s/  Clinton H. Severson
                                             -----------------------------------
                                              Clinton H. Severson
                                              President, Chief Executive Officer
                                              and Chairman of the Board
8

                        SIGNATURES AND POWER OF ATTORNEY

        The officers and directors of Abaxis, Inc. whose signatures appear
below, hereby constitute and appoint Clinton H. Severson and Alberto Santa Ines,
and each of them, their true and lawful attorneys-in-fact 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 that each of said attorney-in-fact 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 July 24, 2001.
SIGNATURE                             TITLE
/s/  Clinton H. Severson         President, Chief Executive Officer and
----------------------------------    Chairman of the Board (Principal Executive Officer)
Clinton H. Severson

     /s/  Alberto Santa Ines          Interim Chief Financial Officer
----------------------------------    (Principal Financial Officer)
Alberto Santa Ines

     /s/  Richard Bastiani, Ph.D.     Director
----------------------------------
Richard Bastiani, Ph.D.

     /s/  Brenton G.A. Hanlon         Director
----------------------------------
Brenton G.A. Hanlon

     /s/  Prithipal Singh, Ph.D.      Director
----------------------------------
Prithipal Singh, Ph.D.

     /s/  Ernest S. Tucker III, M.D.  Director
------------------------------------
Ernest S. Tucker III, M.D.
9

                                  EXHIBIT INDEX
4.1      Amended and Restated Articles of Incorporation of the Company dated
         January 30, 1992 is incorporated by reference to Exhibit 3.1 to the
         Company' Registration Statement on Form S-1 filed with the Securities
         and Exchange Commission on September 19, 1994 (File No. 33-83852)

4.2      Certificate of Amendment of Incorporation of the Company incorporated
         by reference to the Company's Registration Statement on Form S-3 filed
         with the Securities and Exchange Commission on September 29, 1997 (File
         No.333-36705)

4.3      Bylaws of the Company are incorporated by reference to an Exhibit to
         the Company's Registration Statement on Form S-1 filed with the
         Securities and Exchange Commission on December 11, 1991 (File No.
         33-44326)

4.4      Certificate of Determination of the Company incorporated by reference
         to Exhibit 3.3 to the Company's quarterly report on Form 10-Q filed
         with the Securities and Exchange Commission on February 14, 1997 (File
         No.000-19720)

4.5      Certificate of Determination of the Company incorporated by reference
         to Exhibit 3.3 to the Company's quarterly report on Form 10-Q filed
         with the Securities and Exchange Commission on August 14, 1997 (File
         No.000-19720)

4.6      Certificate of Determination of the Company incorporated by reference
         to Exhibit 4.1 of the Company's current report on Form 8-K filed with
         the Securities and Exchange Commission on November 25, 1998 (File
         No.000-19720)

4.7      Certificate of Determination of the Company incorporated by reference
         to Exhibit 3.1 of the Company's current report on Form 8-K filed with
         the Securities and Exchange Commission on October 19, 2000 (File
         No.000-19720)

5        Opinion of legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Deloitte & Touche LLP

24       Power of Attorney (included in signature pages to this registration
         statement)