Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

                             U. S. LABORATORIES INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                       33-0586167
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

            7895 Convoy Court
                 Suite 18                                         92111
          San Diego, California                                 (Zip Code)
 (Address of principal executive offices)

                 U. S. Laboratories Inc. 1998 Stock Option Plan
                            (Full title of the plan)

             Dickerson Wright
  President and Chief Executive Officer                    Copy to:
         U. S. Laboratories Inc.
            7895 Convoy Court                            Joseph Lesko
                 Suite 18                               Foley & Lardner
       San Diego, California 92111               402 West Broadway, Suite 2300
              (619) 715-5800                      San Diego, California 92101
   (Name, address and telephone number,                  (619) 234-6655
including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------ ---------------------- ---------------------- ----------------------- ---------------------
                                                  Proposed Maximum        Proposed Maximum
Title of Securities to       Amount to be        Offering Price Per      Aggregate Offering         Amount of
     be Registered            Registered                Share                  Price             Registration Fee
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
<S>                         <C>                       <C>                  <C>                       <C>
Common Stock,  $.01 par
value                       310,000 shares            $3.50(1)             $1,085,000(1)             $302.00
------------------------ ---------------------- ---------------------- ----------------------- ---------------------

(1) Estimated  pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the  registration  fee. The price is based
upon the  average of the high and low price of Common  Stock as  reported on the
Nasdaq SmallCap on July 12, 1999.

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


<PAGE>



                                Explanatory Page

    This  registration  statement  on Form S-8 is being filed for the purpose of
registering  additional shares of common stock under the U. S. Laboratories Inc.
1998 Stock Option Plan. The prospectus required to be circulated as part of this
registration  statement relates to this  registration  statement and to the Form
S-8 filed by U. S. Laboratories Inc. on May 18, 1999, SEC file number 333-78707.
The  contents  of  Form  S-8   registration   statement   number  333-78707  are
incorporated herein by reference.

                                     PART I

    The  document or  documents  containing  the  information  in Part I are not
required to be filed with the Securities and Exchange Commission  ("Commission")
as part of this Form S-8 registration statement.

                                     PART II

    The  information  required in Part II,  except Item 8, is not required to be
filed with the Commission as part of this Form S-8 registration statement.







                                       2
<PAGE>



Item 8.  Exhibits.

         The  following   exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

    Exhibit No.            Exhibit
    -----------            -------

      (4)                  U. S. Laboratories Inc. 1998 Stock Option Plan

      (5)                  Opinion of Foley & Lardner

     (23.1)                Consent of Singer Lewak Greenbaum & Goldstein LLP

     (23.2)                Consent  of Foley & Lardner  (contained  in Exhibit 5
                           hereto)

      (24)                 Power of Attorney  relating to subsequent  amendments
                           (included on the signature page to this  Registration
                           Statement)




                                       3

<PAGE>


                                   SIGNATURES

         The Registrant.  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 San Diego, and State of California, on June 28,
1999.


                                     U. S. LABORATORIES INC.



                                     By: /S/ DICKERSON WRIGHT
                                         Dickerson Wright,
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         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 on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Dickerson  Wright and James D. Wait, and each of them
individually,  his or her true and lawful  attorney-in-fact and agent, with full
power of  substitution  and  revocation,  for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.




                                       4

<PAGE>

<TABLE>
<CAPTION>



Signature                                        Title                                                 Date
---------                                        -----                                                 ----

<S>                                          <C>                                              <C>
/S/ DICKERSON WRIGHT                         Chief Executive Officer, President, and          June 28, 1999
-------------------------------------------  Chairman of the Board
Dickerson Wright


/S/  GARY ELZWEIG                            Executive Vice President and Director            June 28, 1999
-------------------------------------------
Gary Elzweig


/S/  DONALD C. ALFORD                        Executive Vice President, Secretary and          June 28, 1999
-------------------------------------------  Director
Donald C. Alford


/S/  MARK BARON                              Executive Vice President and Director            June 28, 1999
-------------------------------------------
Mark Baron


/S/  MARTIN B. LOWENTHAL                     Executive Vice President and Director            June 28, 1999
-------------------------------------------
Martin B. Lowenthal


/S/  JOSEPH WASILESKI                        Chief Financial Officer and Director (Chief      June 28, 1999
-------------------------------------------  Financial and Accounting Officer)
Joseph Wasilewski


/S/  THOMAS H. CHAPMAN                       Director                                         June 28, 1999
-------------------------------------------
Thomas H. Chapman


/S/  JAMES L. MCCUMBER                       Director                                         June 28, 1999
-------------------------------------------
James L. McCumber


/S/  ROBERT E. PETERSEN                      Director                                         June 28, 1999
-------------------------------------------
Robert E. Petersen


/S/   NOEL SCHWARTZ                          Director                                         June 28, 1999
-------------------------------------------
Noel Schwartz


/S/   IRVIN FUCHS                            Director                                         June 28, 1999
-------------------------------------------
Irvin Fuchs



                                       5
<PAGE>



                                  EXHIBIT INDEX


                 U. S. LABORATORIES INC. 1998 STOCK OPTION PLAN


       Exhibit No.                            Exhibit
       -----------                            -------

           (4)              U. S. Laboratories Inc. 1998 Stock Option Plan

           (5)              Opinion of Foley & Lardner

          (23.1)            Consent of Singer Lewak Greenbaum & Goldstein LLP

          (23.2)            Consent of Foley & Lardner (contained in Exhibit 5
                            hereto)

           (24)             Power of Attorney relating to subsequent amendments
                            (included on the signature page to this Registration
                            Statement)


</TABLE>



                                       6
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{"company-data": {"conformed-name": "U S LABORATORIES INC", "cik": "0001068891", "assigned-sic": "8734", "irs-number": "330586167", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83029", "film-number": "99665713"}, "business-address": {"street1": "7895 CONVOY COURT", "street2": "SUITE 18", "city": "SAN DIEGO", "state": "CA", "zip": "92111", "phone": "4088748200"}, "mail-address": {"street1": "7895 CONVOY COURT", "street2": "SUITE 18", "city": "SAN DIEGO", "state": "CA", "zip": "52111"}}
Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

                             U. S. LABORATORIES INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                       33-0586167
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

            7895 Convoy Court
                 Suite 18                                         92111
          San Diego, California                                 (Zip Code)
 (Address of principal executive offices)

                 U. S. Laboratories Inc. 1998 Stock Option Plan
                            (Full title of the plan)

             Dickerson Wright
  President and Chief Executive Officer                    Copy to:
         U. S. Laboratories Inc.
            7895 Convoy Court                            Joseph Lesko
                 Suite 18                               Foley & Lardner
       San Diego, California 92111               402 West Broadway, Suite 2300
              (619) 715-5800                      San Diego, California 92101
   (Name, address and telephone number,                  (619) 234-6655
including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
                                                  Proposed Maximum        Proposed Maximum
Title of Securities to       Amount to be        Offering Price Per      Aggregate Offering         Amount of
     be Registered            Registered                Share                  Price             Registration Fee
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Common Stock,  $.01 par
value                       310,000 shares            $3.50(1)             $1,085,000(1)             $302.00
------------------------ ---------------------- ---------------------- ----------------------- ---------------------

(1) Estimated  pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the  registration  fee. The price is based
upon the  average of the high and low price of Common  Stock as  reported on the
Nasdaq SmallCap on July 12, 1999.

                        ---------------------------------
Explanatory Page

    This  registration  statement  on Form S-8 is being filed for the purpose of
registering  additional shares of common stock under the U. S. Laboratories Inc.
1998 Stock Option Plan. The prospectus required to be circulated as part of this
registration  statement relates to this  registration  statement and to the Form
S-8 filed by U. S. Laboratories Inc. on May 18, 1999, SEC file number 333-78707.
The  contents  of  Form  S-8   registration   statement   number  333-78707  are
incorporated herein by reference.

                                     PART I

    The  document or  documents  containing  the  information  in Part I are not
required to be filed with the Securities and Exchange Commission  ("Commission")
as part of this Form S-8 registration statement.

                                     PART II

    The  information  required in Part II,  except Item 8, is not required to be
filed with the Commission as part of this Form S-8 registration statement.

                                       2
Item 8.  Exhibits.

         The  following   exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

    Exhibit No.            Exhibit
    -----------            -------

      (4)                  U. S. Laboratories Inc. 1998 Stock Option Plan

      (5)                  Opinion of Foley & Lardner

     (23.1)                Consent of Singer Lewak Greenbaum & Goldstein LLP

     (23.2)                Consent  of Foley & Lardner  (contained  in Exhibit 5
                           hereto)

      (24)                 Power of Attorney  relating to subsequent  amendments
                           (included on the signature page to this  Registration
                           Statement)

                                       3
SIGNATURES

         The Registrant.  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 San Diego, and State of California, on June 28,
1999.

                                     U. S. LABORATORIES INC.

                                     By: /S/ DICKERSON WRIGHT
                                         Dickerson Wright,
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         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 on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Dickerson  Wright and James D. Wait, and each of them
individually,  his or her true and lawful  attorney-in-fact and agent, with full
power of  substitution  and  revocation,  for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.

                                       4
Signature                                        Title                                                 Date
---------                                        -----                                                 ----
/S/ DICKERSON WRIGHT                         Chief Executive Officer, President, and          June 28, 1999
-------------------------------------------  Chairman of the Board
Dickerson Wright

/S/  GARY ELZWEIG                            Executive Vice President and Director            June 28, 1999
-------------------------------------------
Gary Elzweig

/S/  DONALD C. ALFORD                        Executive Vice President, Secretary and          June 28, 1999
-------------------------------------------  Director
Donald C. Alford

/S/  MARK BARON                              Executive Vice President and Director            June 28, 1999
-------------------------------------------
Mark Baron

/S/  MARTIN B. LOWENTHAL                     Executive Vice President and Director            June 28, 1999
-------------------------------------------
Martin B. Lowenthal

/S/  JOSEPH WASILESKI                        Chief Financial Officer and Director (Chief      June 28, 1999
-------------------------------------------  Financial and Accounting Officer)
Joseph Wasilewski

/S/  THOMAS H. CHAPMAN                       Director                                         June 28, 1999
-------------------------------------------
Thomas H. Chapman

/S/  JAMES L. MCCUMBER                       Director                                         June 28, 1999
-------------------------------------------
James L. McCumber

/S/  ROBERT E. PETERSEN                      Director                                         June 28, 1999
-------------------------------------------
Robert E. Petersen

/S/   NOEL SCHWARTZ                          Director                                         June 28, 1999
-------------------------------------------
Noel Schwartz

/S/   IRVIN FUCHS                            Director                                         June 28, 1999
-------------------------------------------
Irvin Fuchs

                                       5
EXHIBIT INDEX

                 U. S. LABORATORIES INC. 1998 STOCK OPTION PLAN

       Exhibit No.                            Exhibit
       -----------                            -------

           (4)              U. S. Laboratories Inc. 1998 Stock Option Plan

           (5)              Opinion of Foley & Lardner

          (23.1)            Consent of Singer Lewak Greenbaum & Goldstein LLP

          (23.2)            Consent of Foley & Lardner (contained in Exhibit 5
                            hereto)

           (24)             Power of Attorney relating to subsequent amendments
                            (included on the signature page to this Registration
                            Statement)
6