<PAGE>


   As filed with the Securities and Exchange Commission on November 26, 1996

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                       
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                       
                              US Diagnostic Inc.
            (Exact name of registrant as specified in its charter)

                                   Delaware
        (State or other jurisdiction of incorporation or organization)

                                  11-3146389
                     (I.R.S. employer identification no.)
                                       
            777 South Flagler Drive, West Palm Beach, Florida 33401
                   (Address of principal executive offices)
                                       
                             Consulting Agreements
                             (Full title of plan)
                                       
           Jeffrey A. Goffman, Chairman and Chief Executive Officer
                              US Diagnostic Inc.
                            777 South Flagler Drive
                        West Palm Beach, Florida 33401
                    (Name and address of agent for service)
                                       
                                (561) 832-0006
         (Telephone number, including area code, of agent for service)
                                       
                                   Copy to:
                            Michael D. Karsch, Esq.
                              US Diagnostic Inc.
                            777 South Flagler Drive
                        West Palm Beach, Florida 33401
                                       
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                          Proposed         Proposed
                                                          Maximum          Maximum
                                        Amount            Offering         Aggregate             Amount of

Title of Securities                       to be           Price Per        Offering             Registration
 to be Registered                       Registered          Share(1)         Price                 Fee
<S>                                     <C>               <C>              <C>                  <C>
Common Stock, $.001 par value           93,000            $9.75            $906,750             $313
-------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(1)            Estimated in accordance with Rule 457(h) solely for the purpose 
               of calculating the registration fee.  The price shown is the
               average of the high and low prices of the Common Stock on
               November 22, 1996 as reported on the Nasdaq National Market.


<PAGE>

                                   PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference

               The documents listed below are hereby incorporated by reference
into this Registration Statement, and all documents subsequently filed by US
Diagnostic Inc. (the "Registrant") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents:

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

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

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

Item 4.               Description of Securities

               No response is required to this item.

Item 5.               Interests of Named Experts and Counsel

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

Item 6.               Indemnification of Directors and Officers.

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

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

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

Item 7.               Exemption from Registration Claimed


               No response is required to this item.

Item 8.               Exhibits

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

               23.1         Consent of Moore Stephens

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

               99.1         Selling Stockholder Prospectus

<PAGE>

Item 9.               Undertakings

               (a)          The undersigned Registrant hereby undertakes:

                            (1)     To file, during any period in which offers 
               or sales are being made, a post-effective amendment to this 
               Registrant Statement;

                                    (i)    To include any prospectus required 
                            by Section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the prospectus any facts
                            or events arising after the effective date of the
                            Registration Statement (or the most recent
                            post-effective amendment thereof) which,
                            individually or in the aggregate, represent a
                            fundamental change in the information set forth in
                            the Registration Statement;

                                    (iii) To include any material information
                            with respect to the plan of distribution not
                            previously disclosed in the Registration Statement
                            or any material change to such information in the
                            Registration Statement;

                            (2) That, for the purpose of determining any
               liability under the Securities Act of 1933, each such
               post-effective amendment shall be deemed to be a new
               Registration Statement relating to the securities offered
               therein, and the offering of such securities at the time shall
               be deemed to be the initial bona fide offering thereof.

                            (3) To remove from the registration by means of a
               post-effective amendment any of the securities being registered
               which remain unsold at the termination of the offering.

               (b) The undersigned Registration hereby undertakes that, for

purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 ( and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

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


<PAGE>



                                  SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Palm Beach, State of Florida, on the 25th
day of November 1996.

                                  US DIAGNOSTIC INC.


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

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

<TABLE>
<CAPTION>
              Signature                             Title                                  Date
<S>                                         <C>                                      <C>
 /s/ Jeffrey A. Goffman                     Chairman and Chief Executive             November 25, 1996
-----------------------------------           Officer
Jeffrey A. Goffman                            

 /s/ Amos F. Almand, III                    Senior Vice President and                November 25, 1996
------------------------------------          Director
Amos F. Almand, III                           

 /s/ Joseph A. Paul                         President and Director                   November 25, 1996
--------------------------------------
Joseph A. Paul

 /s/ C. Keith Hartley                       Director                                 November 25, 1996
--------------------------------------
C. Keith Hartley

 /s/ Charles Jacobson                       Director                                 November 25, 1996
-----------------------------------           
Charles Jacobson

 /s/ Michael D. Karsch                      Director                                 November 25, 1996
-----------------------------------
Michael D. Karsch

 /s/ Laurans Mendelson                      Director                                 November 25, 1996

-----------------------------------           
Laurans Mendelson


-----------------------------------         Director                                 November 25, 1996
Gordon Rausser, Ph.D.

/s/ Paul Andrew Shaw                        Vice President and                       November 25, 1996
-----------------------------------           
Paul Andrew Shaw                              Chief Financial Officer
</TABLE>


<PAGE>
                                      
                              INDEX TO EXHIBITS
                              US DIAGNOSTIC INC.


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

23.1                                    Consent of Moore Stephens, P.C.

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

99.1                                    Selling Stockholder Prospectus

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13688}]
{"company-data": {"conformed-name": "U S DIAGNOSTIC INC", "cik": "0000911012", "assigned-sic": "8071", "irs-number": "113164389", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16901", "film-number": "96673105"}, "business-address": {"street1": "777 S FLAGLER DR", "street2": "STE 1106 W TOWER", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401", "phone": "4078320006"}, "mail-address": {"street1": "777 S FLAGLER DRIVE", "street2": "SUITE 1006 WEST", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}}
As filed with the Securities and Exchange Commission on November 26, 1996

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                       
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                       
                              US Diagnostic Inc.
            (Exact name of registrant as specified in its charter)

                                   Delaware
        (State or other jurisdiction of incorporation or organization)

                                  11-3146389
                     (I.R.S. employer identification no.)
                                       
            777 South Flagler Drive, West Palm Beach, Florida 33401
                   (Address of principal executive offices)
                                       
                             Consulting Agreements
                             (Full title of plan)
                                       
           Jeffrey A. Goffman, Chairman and Chief Executive Officer
                              US Diagnostic Inc.
                            777 South Flagler Drive
                        West Palm Beach, Florida 33401
                    (Name and address of agent for service)
                                       
                                (561) 832-0006
         (Telephone number, including area code, of agent for service)
                                       
                                   Copy to:
                            Michael D. Karsch, Esq.
                              US Diagnostic Inc.
                            777 South Flagler Drive
                        West Palm Beach, Florida 33401
                                       
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                          Proposed         Proposed
                                                          Maximum          Maximum
                                        Amount            Offering         Aggregate             Amount of

Title of Securities                       to be           Price Per        Offering             Registration
 to be Registered                       Registered          Share(1)         Price                 Fee
Common Stock, $.001 par value           93,000            $9.75            $906,750             $313
-------------------------------------------------------------------------------------------------------------
(1)            Estimated in accordance with Rule 457(h) solely for the purpose 
               of calculating the registration fee.  The price shown is the
               average of the high and low prices of the Common Stock on
               November 22, 1996 as reported on the Nasdaq National Market.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference

               The documents listed below are hereby incorporated by reference
into this Registration Statement, and all documents subsequently filed by US
Diagnostic Inc. (the "Registrant") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents:

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

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

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

Item 4.               Description of Securities

               No response is required to this item.

Item 5.               Interests of Named Experts and Counsel

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

Item 6.               Indemnification of Directors and Officers.

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

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

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

Item 7.               Exemption from Registration Claimed

               No response is required to this item.

Item 8.               Exhibits

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

               23.1         Consent of Moore Stephens

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

               99.1         Selling Stockholder Prospectus
Item 9.               Undertakings

               (a)          The undersigned Registrant hereby undertakes:

                            (1)     To file, during any period in which offers 
               or sales are being made, a post-effective amendment to this 
               Registrant Statement;

                                    (i)    To include any prospectus required 
                            by Section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the prospectus any facts
                            or events arising after the effective date of the
                            Registration Statement (or the most recent
                            post-effective amendment thereof) which,
                            individually or in the aggregate, represent a
                            fundamental change in the information set forth in
                            the Registration Statement;

                                    (iii) To include any material information
                            with respect to the plan of distribution not
                            previously disclosed in the Registration Statement
                            or any material change to such information in the
                            Registration Statement;

                            (2) That, for the purpose of determining any
               liability under the Securities Act of 1933, each such
               post-effective amendment shall be deemed to be a new
               Registration Statement relating to the securities offered
               therein, and the offering of such securities at the time shall
               be deemed to be the initial bona fide offering thereof.

                            (3) To remove from the registration by means of a
               post-effective amendment any of the securities being registered
               which remain unsold at the termination of the offering.

               (b) The undersigned Registration hereby undertakes that, for

purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 ( and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

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

               Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Palm Beach, State of Florida, on the 25th
day of November 1996.

                                  US DIAGNOSTIC INC.

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

               Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and as of the date indicated.
Signature                             Title                                  Date
/s/ Jeffrey A. Goffman                     Chairman and Chief Executive             November 25, 1996
-----------------------------------           Officer
Jeffrey A. Goffman                            

 /s/ Amos F. Almand, III                    Senior Vice President and                November 25, 1996
------------------------------------          Director
Amos F. Almand, III                           

 /s/ Joseph A. Paul                         President and Director                   November 25, 1996
--------------------------------------
Joseph A. Paul

 /s/ C. Keith Hartley                       Director                                 November 25, 1996
--------------------------------------
C. Keith Hartley

 /s/ Charles Jacobson                       Director                                 November 25, 1996
-----------------------------------           
Charles Jacobson

 /s/ Michael D. Karsch                      Director                                 November 25, 1996
-----------------------------------
Michael D. Karsch

 /s/ Laurans Mendelson                      Director                                 November 25, 1996

-----------------------------------           
Laurans Mendelson

-----------------------------------         Director                                 November 25, 1996
Gordon Rausser, Ph.D.

/s/ Paul Andrew Shaw                        Vice President and                       November 25, 1996
-----------------------------------           
Paul Andrew Shaw                              Chief Financial Officer
INDEX TO EXHIBITS
                              US DIAGNOSTIC INC.
Exhibit                                               Sequentially Numbered
  No.                                                Description Page
5                                     Opinion of Michael D. Karsch, with respect to the
                                        legality of the Common Stock to be registered
                                        hereunder

23.1                                    Consent of Moore Stephens, P.C.

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

99.1                                    Selling Stockholder Prospectus