<PAGE>   1
   As filed with the Securities and Exchange Commission on December 17, 1997
                                           Registration No. 333-________________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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



                            SPECTRUMEDIX CORPORATION
               (Exact name of issuer as specified in its charter)

         DELAWARE                                        25-1686354
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

           2124 OLD GATESBURG ROAD, STATE COLLEGE, PENNSYLVANIA 16803
               (Address of principal executive offices) (Zip Code)

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

                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plans)

                            ------------------------
                              JOSEPH K. ADLERSTEIN
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                            SPECTRUMEDIX CORPORATION
              2124 OLD GATESBURG ROAD, STATE COLLEGE, PENNSYLVANIA
                  16803 (Name and address of agent for service)
                                 (814) 867-8600
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================
                                                                   Proposed        Proposed
  Title of                                                         Maximum          Maximum
 Securities                        Amount        Offering          Aggregate       Amount of
    to be                           to be          Price           Offering      Registration
 Registered                     Registered(1)  per Share(2)        Price(2)           Fee
 ----------                     -------------  ------------        --------           ---

<S>                             <C>               <C>             <C>              <C>      
1997 Stock Incentive Plan
        
Common Stock                    500,000 shares    $6.875          $3,437,500       $1,015.00(3)
($0.00115 par value per share)

=============================================================================================
</TABLE>

(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the 1997 Stock Incentive Plan by
       reason of any stock dividend, stock split, recapitalization or other
       similar transaction effected without the receipt of consideration which
       results in an increase in the number of the outstanding shares of Common
       Stock of Spectrumedix Corporation.

(2)    Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low selling prices per share of Common Stock of Spectrumedix
       Corporation on December 10, 1997, as reported by the Nasdaq Over the
       Counter Bulletin Board.

(3)    The 500,000 shares referenced above were previously registered on a
       Registration Statement on Form SB-2 filed with the Securities and
       Exchange Commission on September 3, 1997 on Registration Statement No.
       333-06650 (the SB-2). Under Rule 429 of the Securities Act of 1933, as
       amended, 500,000 of the shares remaining unissued under the SB-2 are
       being carried forward to this Registration Statement along with $1,015.00
       of the fee paid at the time of the filing of the SB-2.



<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

       Spectrumedix Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

       (a)    The Registrant's Prospectus filed with the SEC pursuant to Rule
              424(b) of the Securities Act of 1933, as amended (the "1933 Act"),
              in connection with Registration Statement No. 333-6650 on Form
              SB-2 filed with the SEC on March 17, 1997, together with the
              amendments thereto, in which there is set forth the audited
              financial statements for the Registrant's fiscal year ended March
              31, 1997;

       (b)    The Registrant's Quarterly Report on Form 10-Q for the fiscal
              quarter ended September 30, 1997, filed with the SEC on November
              14, 1997; and

       (c)    The Registrant's Registration Statement No. 000-22501 on Form 8-A,
              filed with the SEC on May 1, 1997 pursuant to Section 12 of the
              Securities Exchange Act of 1934, as amended (the "1934 Act"),
              together with the amendments thereto, which describes the terms,
              rights and provisions applicable to the Registrant's outstanding
              Common Stock.

       All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. 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 Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4.  Description of Securities

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel

         Not Applicable.



<PAGE>   3

Item 6.  Indemnification of Directors and Officers

       Pursuant to the provisions of the Delaware General Corporation Law, the
Registrant has adopted provisions in its Amended and Restated Certificate of
Incorporation which provide that directors of the Registrant shall not be
personally liable for monetary damages to the Registrant or its stockholders for
a breach of fiduciary duty as a director, except for liability as a result of:
(i) a breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (ii) an act related to the
unlawful stock repurchase or payment of a dividend under Section 174 of Delaware
General Corporation Law and (iv) transactions from which the director derived an
improper personal benefit. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.

       The Registrant's Amended and Restated Certificate of Incorporation also
authorizes the Registrant to indemnify its officers, directors and other agents
by bylaws, agreements or otherwise, to the full extent permitted under Delaware
law. The Registrant has entered into separate indemnification agreements with
its executive officers and directors which may, in some cases, be broader than
the specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements will require the Registrant,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as officers or
directors (other than liabilities arising from willful misconduct of a culpable
nature), and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified.


Item 7.  Exemption from Registration Claimed

         Not Applicable.



                                      II-2.

<PAGE>   4


Item 8.  Exhibits

<TABLE>
<CAPTION>
      Number      Exhibit
      ------      -------
<S>               <C>   
     4.0          Instruments Defining Rights of Stockholders.  Reference is made to Registrant's Registration
                  Statement No. 000-22501 on Form 8-A, together with the amendments thereto, which is
                  incorporated herein by reference pursuant to Item 3(c).
     5.0          Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Lazar, Levine & Company LLP, Independent Accountants.
    23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1          1997 Stock Incentive Plan.
    99.2          Form of Notice of Grant of Stock Option.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement. (Involuntary Termination Following Corporate
                  Transaction/Change in Control).
    99.5          Form of Stock Issuance Agreement.
    99.6          Form of Addendum to Stock Issuance Agreement. (Involuntary Termination Following
                  Corporate Transaction/Change in Control).
    99.7          Form of Notice of Grant of Automatic Stock Option (Initial Grant).
    99.8          Form of Notice of Grant of Automatic Stock Option (Annual Grant).
    99.9          Form of Automatic Stock Option Agreement.
</TABLE>


Item 9.  Undertakings

    A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 1997
Stock Incentive Plan.

    B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers, or controlling persons of the Registrant
pursuant to the provisions summarized in Item 3 or otherwise, the Registrant has
been advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In
the event that a claim for indemnification



                                      II-3.

<PAGE>   5



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 1933 Act and will be governed by the
final adjudication of such issue.



                                      II-4.

<PAGE>   6

                                   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 City of State College, State of Pennsylvania,
on this 12th day of December, 1997.

                                            SPECTRUMEDIX CORPORATION


                                            By: /s/ Joseph K. Adlerstein
                                                --------------------------------
                                                    Joseph K. Adlerstein
                                                    President, Chief Executive
                                                    Officer and
                                                    Chairman of the Board


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Spectrumedix
Corporation, a Delaware corporation, do hereby constitute and appoint Joseph K.
Adlerstein and Bernard Sonnenschein and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

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


<TABLE>
<CAPTION>
Signature                                   Title                                 Date
---------                                   -----                                 ----
<S>                                 <C>                                      <C> 
/s/ Joseph K. Adlerstein            President, Chief Executive Officer and   December 16, 1997
-----------------------------
Joseph K. Adlerstein                Chairman of the Board
                                    (Principal Executive Officer)
</TABLE>



                                      II-5.

<PAGE>   7




<TABLE>
<CAPTION>
Signature                                   Title                                 Date
---------                                   -----                                 ----
<S>                                 <C>                                      <C> 
/s/ Bernard Sonnenschein            Secretary, Treasurer                     December 16, 1997
-----------------------------
Bernard Sonnenschein                and Director
                                    (Principal Financial Officer)
</TABLE>




                                      II-6.

<PAGE>   8

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                            Spectrumedix CORPORATION




<PAGE>   9

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
      Number      Exhibit
      ------      -------
<S>               <C>               
        4.0       Instruments Defining Rights of Stockholders.  Reference is made to Registrant's Registration
                  Statement No. 000-22501 on Form 8-A, together with the amendments thereto, which is
                  incorporated herein by reference pursuant to Item 3(c).
        5.0       Opinion and consent of Brobeck, Phleger & Harrison LLP. 
       23.1       Consent of Lazar, Levine & Company LLP, Independent Accountants. 
       23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 
       24.0       Power of Attorney. Reference is made to page II-5 of this Registration Statement.
       99.1       1997 Stock Incentive Plan.
       99.2       Form of Notice of Grant of Stock Option.
       99.3       Form of Stock Option Agreement.
       99.4       Form of Addendum to Stock Option Agreement. (Involuntary Termination Following Corporate
                  Transaction/Change in Control).
       99.5       Form of Stock Issuance Agreement.
       99.6       Form of Addendum to Stock Issuance Agreement. (Involuntary Termination Following
                  Corporate Transaction/Change in Control).
       99.7       Form of Notice of Grant of Automatic Stock Option (Initial Grant).
       99.8       Form of Notice of Grant of Automatic Stock Option (Annual Grant).
       99.9       Form of Automatic Stock Option Agreement.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19648}]
{"company-data": {"conformed-name": "SPECTRUMEDIX CORP", "cik": "0001035451", "assigned-sic": "3826", "irs-number": "251686354", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42437", "film-number": "97739543"}, "business-address": {"street1": "2124 OLD GARESBURG RD", "city": "STATE COLLEGE", "state": "PA", "zip": "16803", "phone": "8148678600"}, "mail-address": {"street1": "2124 OLD GATESBURG RD", "city": "STATE COLLEGE", "state": "PA", "zip": "16803"}}
1
   As filed with the Securities and Exchange Commission on December 17, 1997
                                           Registration No. 333-________________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            SPECTRUMEDIX CORPORATION
               (Exact name of issuer as specified in its charter)

         DELAWARE                                        25-1686354
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

           2124 OLD GATESBURG ROAD, STATE COLLEGE, PENNSYLVANIA 16803
               (Address of principal executive offices) (Zip Code)

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

                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plans)

                            ------------------------
                              JOSEPH K. ADLERSTEIN
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                            SPECTRUMEDIX CORPORATION
              2124 OLD GATESBURG ROAD, STATE COLLEGE, PENNSYLVANIA
                  16803 (Name and address of agent for service)
                                 (814) 867-8600
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
=============================================================================================
                                                                   Proposed        Proposed
  Title of                                                         Maximum          Maximum
 Securities                        Amount        Offering          Aggregate       Amount of
    to be                           to be          Price           Offering      Registration
 Registered                     Registered(1)  per Share(2)        Price(2)           Fee
 ----------                     -------------  ------------        --------           ---
1997 Stock Incentive Plan
        
Common Stock                    500,000 shares    $6.875          $3,437,500       $1,015.00(3)
($0.00115 par value per share)

=============================================================================================
(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the 1997 Stock Incentive Plan by
       reason of any stock dividend, stock split, recapitalization or other
       similar transaction effected without the receipt of consideration which
       results in an increase in the number of the outstanding shares of Common
       Stock of Spectrumedix Corporation.

(2)    Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low selling prices per share of Common Stock of Spectrumedix
       Corporation on December 10, 1997, as reported by the Nasdaq Over the
       Counter Bulletin Board.

(3)    The 500,000 shares referenced above were previously registered on a
       Registration Statement on Form SB-2 filed with the Securities and
       Exchange Commission on September 3, 1997 on Registration Statement No.
       333-06650 (the SB-2). Under Rule 429 of the Securities Act of 1933, as
       amended, 500,000 of the shares remaining unissued under the SB-2 are
       being carried forward to this Registration Statement along with $1,015.00
       of the fee paid at the time of the filing of the SB-2.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

       Spectrumedix Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

       (a)    The Registrant's Prospectus filed with the SEC pursuant to Rule
              424(b) of the Securities Act of 1933, as amended (the "1933 Act"),
              in connection with Registration Statement No. 333-6650 on Form
              SB-2 filed with the SEC on March 17, 1997, together with the
              amendments thereto, in which there is set forth the audited
              financial statements for the Registrant's fiscal year ended March
              31, 1997;

       (b)    The Registrant's Quarterly Report on Form 10-Q for the fiscal
              quarter ended September 30, 1997, filed with the SEC on November
              14, 1997; and

       (c)    The Registrant's Registration Statement No. 000-22501 on Form 8-A,
              filed with the SEC on May 1, 1997 pursuant to Section 12 of the
              Securities Exchange Act of 1934, as amended (the "1934 Act"),
              together with the amendments thereto, which describes the terms,
              rights and provisions applicable to the Registrant's outstanding
              Common Stock.

       All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. 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 Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.
3

Item 6.  Indemnification of Directors and Officers

       Pursuant to the provisions of the Delaware General Corporation Law, the
Registrant has adopted provisions in its Amended and Restated Certificate of
Incorporation which provide that directors of the Registrant shall not be
personally liable for monetary damages to the Registrant or its stockholders for
a breach of fiduciary duty as a director, except for liability as a result of:
(i) a breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (ii) an act related to the
unlawful stock repurchase or payment of a dividend under Section 174 of Delaware
General Corporation Law and (iv) transactions from which the director derived an
improper personal benefit. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.

       The Registrant's Amended and Restated Certificate of Incorporation also
authorizes the Registrant to indemnify its officers, directors and other agents
by bylaws, agreements or otherwise, to the full extent permitted under Delaware
law. The Registrant has entered into separate indemnification agreements with
its executive officers and directors which may, in some cases, be broader than
the specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements will require the Registrant,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as officers or
directors (other than liabilities arising from willful misconduct of a culpable
nature), and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

                                      II-2.
4

Item 8.  Exhibits
Number      Exhibit
      ------      -------
4.0          Instruments Defining Rights of Stockholders.  Reference is made to Registrant's Registration
                  Statement No. 000-22501 on Form 8-A, together with the amendments thereto, which is
                  incorporated herein by reference pursuant to Item 3(c).
     5.0          Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Lazar, Levine & Company LLP, Independent Accountants.
    23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1          1997 Stock Incentive Plan.
    99.2          Form of Notice of Grant of Stock Option.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement. (Involuntary Termination Following Corporate
                  Transaction/Change in Control).
    99.5          Form of Stock Issuance Agreement.
    99.6          Form of Addendum to Stock Issuance Agreement. (Involuntary Termination Following
                  Corporate Transaction/Change in Control).
    99.7          Form of Notice of Grant of Automatic Stock Option (Initial Grant).
    99.8          Form of Notice of Grant of Automatic Stock Option (Annual Grant).
    99.9          Form of Automatic Stock Option Agreement.
Item 9.  Undertakings

    A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 1997
Stock Incentive Plan.

    B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers, or controlling persons of the Registrant
pursuant to the provisions summarized in Item 3 or otherwise, the Registrant has
been advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In
the event that a claim for indemnification

                                      II-3.
5

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 1933 Act and will be governed by the
final adjudication of such issue.

                                      II-4.
6

                                   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 City of State College, State of Pennsylvania,
on this 12th day of December, 1997.

                                            SPECTRUMEDIX CORPORATION

                                            By: /s/ Joseph K. Adlerstein
                                                --------------------------------
                                                    Joseph K. Adlerstein
                                                    President, Chief Executive
                                                    Officer and
                                                    Chairman of the Board

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Spectrumedix
Corporation, a Delaware corporation, do hereby constitute and appoint Joseph K.
Adlerstein and Bernard Sonnenschein and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                                   Title                                 Date
---------                                   -----                                 ----
/s/ Joseph K. Adlerstein            President, Chief Executive Officer and   December 16, 1997
-----------------------------
Joseph K. Adlerstein                Chairman of the Board
                                    (Principal Executive Officer)
II-5.
7
Signature                                   Title                                 Date
---------                                   -----                                 ----
/s/ Bernard Sonnenschein            Secretary, Treasurer                     December 16, 1997
-----------------------------
Bernard Sonnenschein                and Director
                                    (Principal Financial Officer)
II-6.
8

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                            Spectrumedix CORPORATION
9

                                  EXHIBIT INDEX
Number      Exhibit
      ------      -------
4.0       Instruments Defining Rights of Stockholders.  Reference is made to Registrant's Registration
                  Statement No. 000-22501 on Form 8-A, together with the amendments thereto, which is
                  incorporated herein by reference pursuant to Item 3(c).
        5.0       Opinion and consent of Brobeck, Phleger & Harrison LLP. 
       23.1       Consent of Lazar, Levine & Company LLP, Independent Accountants. 
       23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 
       24.0       Power of Attorney. Reference is made to page II-5 of this Registration Statement.
       99.1       1997 Stock Incentive Plan.
       99.2       Form of Notice of Grant of Stock Option.
       99.3       Form of Stock Option Agreement.
       99.4       Form of Addendum to Stock Option Agreement. (Involuntary Termination Following Corporate
                  Transaction/Change in Control).
       99.5       Form of Stock Issuance Agreement.
       99.6       Form of Addendum to Stock Issuance Agreement. (Involuntary Termination Following
                  Corporate Transaction/Change in Control).
       99.7       Form of Notice of Grant of Automatic Stock Option (Initial Grant).
       99.8       Form of Notice of Grant of Automatic Stock Option (Annual Grant).
       99.9       Form of Automatic Stock Option Agreement.