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. 1999 Stock Bonus 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)
                           ---------------------------

<TABLE>
                         CALCULATION OF REGISTRATION FEE

<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                      30,000 shares         $3.8125(1)             $114,375(1)              $31
------------------------   ---------------   --------------------   --------------------   ------------------
</TABLE>

(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 February 29, 2000.
                           ---------------------------



                                       1
<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


                  The document or documents containing the information specified
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


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The  following   documents   have  been   previously   filed  by  U.S.
Laboratories  Inc. (the  "Company")  with the  Commission  and are  incorporated
herein by reference:

          1.1.1. The description of the Company's Common Stock contained in Item
1 of the Company's  Registration  Statement on Form 8-A, dated February 2, 1999,
filed with the  Commission  pursuant to Section 27 of the Exchange  Act, and any
amendments or reports filed for the purpose of updating such description.

          1.1.2.  The  Company's  Special  Financial  Report  under  Rule  15d-2
containing  the  Company's  audited  financial  statements  for the  year  ended
December 31, 1998, filed with the Commission on May 19, 1999.

          All documents  subsequently  filed by the Company or the Plan pursuant
to Sections  13(a),  13(c),  14 and 15(d) of the  Exchange Act after the date of
filing of this  Registration  Statement  and  prior to such time as the  Company
files a post-effective  amendment to this Registration Statement 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
in this  Registration  Statement and to be a part hereof from the date of filing
of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Set  forth  below  is a  description  of  certain  provisions  of  the
Company's  Amended  Certificate  of  Incorporation  and Bylaws and the  Delaware
General   Corporation   Law  ("DGCL"),   as  such   provisions   relate  to  the
indemnification  of the directors and officers of the Company. This description
is



                                       2
<PAGE>

intended  only as a summary and is  qualified in its entirety by reference to
the Amended Certificate of Incorporation, Bylaws, and the DGCL.

          The Company's Amended  Certificate of Incorporation  provides that the
Company shall, to the full extent permitted by the DGCL, as amended form time to
time,  indemnify its directors,  officers and certain other persons  (subject to
certain conditions and  qualifications) and eliminates the personal liability of
its  directors to the full extent  permitted by Section 102 (b) (7) of the DGCL,
as amended from time to time.

          Section  145 of the  DGCL  permits  a  corporation  to  indemnify  its
directors and officers against expenses (including attorney's fees),  judgments,
fines and amounts paid in settlements  actually and reasonably  incurred by them
in connection with any action,  suit or proceeding brought by third parties,  if
such directors or officers  acted in good faith and in a manner they  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe their conduct was unlawful.  In a derivative action,  i.e., one by or in
the right of the  corporation,  indemnification  may be made  only for  expenses
actually and  reasonably  incurred by directors and officers in connection  with
the  defense  or  settlement  of an action or suit,  and only with  respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable for negligence or misconduct in the performance of his
respective duties to the corporation,  although the court in which the action or
suit was brought may determine upon application  that the defendant  officers or
directors are reasonably  entitled to indemnification  for such expenses despite
such adjudication of liability.

          Section  102(b)(7)  of  the  DGCL  provides  that  a  corporation  may
eliminate or limit the personal  liability of a director to the  corporation  or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  provided  that  such  provision  shall  not  eliminate  or limit  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction  from which the
director derived an improper personal benefit. No such provision shall eliminate
or limit the ability of a director  for any act or omission  occurring  prior to
the date which such provision becomes effective.

          The  Company  maintains  insurance  on  behalf  of  its  officers  and
directors which,  subject to certain  exceptions,  covers  liabilities under the
Securities Act of 1933.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.



                                       3
<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. 1999 Stock Bonus 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)

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 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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

          (b)    The undersigned Registrant hereby undertakes that, for purposes
of determining any  liability under  the  Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of



                                       4
<PAGE>

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.



                                       5
<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 February
23, 2000.


                                     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 Donald Alford,  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.



                                       6
<PAGE>




<TABLE>
<CAPTION>
Signature                                        Title                                       Date
---------                                        -----                                       ----

<S>                                  <C>                                             <C>
/S/ DICKERSON WRIGHT                 Chief Executive Officer, President,  and        February 23, 2000
---------------------------------    Chairman of the Board
Dickerson Wright

/S/  GARY ELZWEIG                    Executive Vice President and Director           February 23, 2000
---------------------------------
Gary Elzweig

/S/  DONALD C. ALFORD                Executive Vice President, Secretary, and        February 23, 2000
---------------------------------    Director
Donald C. Alford

/S/  MARK BARON                      Executive Vice President and Director           February 23, 2000
---------------------------------
Mark Baron

/S/  MARTIN B. LOWENTHAL             Executive Vice President and Director           February 23, 2000
---------------------------------
Martin B. Lowenthal

/S/  JOSEPH WASILEWSKI               Chief Financial Officer and Director (Chief     February 23, 2000
---------------------------------    Financial and Accounting Officer)
Joseph Wasilewski

/S/  THOMAS H. CHAPMAN               Director                                        February 23, 2000
---------------------------------
Thomas H. Chapman

/S/  JAMES L. MCCUMBER               Director                                        February 23, 2000
---------------------------------
James L. McCumber

/S/  ROBERT E. PETERSEN              Director                                        February 23, 2000
---------------------------------
Robert E. Petersen
</TABLE>



                                       7
<PAGE>



                                  EXHIBIT INDEX



       Exhibit No.                                Exhibit

         (4)              U. S. Laboratories Inc. 1999 Stock Bonus 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)



                                       8
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{"company-data": {"conformed-name": "U S LABORATORIES INC", "cik": "0001068891", "assigned-sic": "8734", "irs-number": "330586167", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31422", "film-number": "559044"}, "business-address": {"street1": "7895 CONVOY COURT", "street2": "SUITE 18", "city": "SAN DIEGO", "state": "CA", "zip": "92111", "phone": "6197155800"}, "mail-address": {"street1": "7895 CONVOY COURT", "street2": "SUITE 18", "city": "SAN DIEGO", "state": "CA", "zip": "92111"}}
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. 1999 Stock Bonus 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                      30,000 shares         $3.8125(1)             $114,375(1)              $31
------------------------   ---------------   --------------------   --------------------   ------------------
(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 February 29, 2000.
                           ---------------------------

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The document or documents containing the information specified
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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The  following   documents   have  been   previously   filed  by  U.S.
Laboratories  Inc. (the  "Company")  with the  Commission  and are  incorporated
herein by reference:

          1.1.1. The description of the Company's Common Stock contained in Item
1 of the Company's  Registration  Statement on Form 8-A, dated February 2, 1999,
filed with the  Commission  pursuant to Section 27 of the Exchange  Act, and any
amendments or reports filed for the purpose of updating such description.

          1.1.2.  The  Company's  Special  Financial  Report  under  Rule  15d-2
containing  the  Company's  audited  financial  statements  for the  year  ended
December 31, 1998, filed with the Commission on May 19, 1999.

          All documents  subsequently  filed by the Company or the Plan pursuant
to Sections  13(a),  13(c),  14 and 15(d) of the  Exchange Act after the date of
filing of this  Registration  Statement  and  prior to such time as the  Company
files a post-effective  amendment to this Registration Statement 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
in this  Registration  Statement and to be a part hereof from the date of filing
of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Set  forth  below  is a  description  of  certain  provisions  of  the
Company's  Amended  Certificate  of  Incorporation  and Bylaws and the  Delaware
General   Corporation   Law  ("DGCL"),   as  such   provisions   relate  to  the
indemnification  of the directors and officers of the Company. This description
is

                                       2
intended  only as a summary and is  qualified in its entirety by reference to
the Amended Certificate of Incorporation, Bylaws, and the DGCL.

          The Company's Amended  Certificate of Incorporation  provides that the
Company shall, to the full extent permitted by the DGCL, as amended form time to
time,  indemnify its directors,  officers and certain other persons  (subject to
certain conditions and  qualifications) and eliminates the personal liability of
its  directors to the full extent  permitted by Section 102 (b) (7) of the DGCL,
as amended from time to time.

          Section  145 of the  DGCL  permits  a  corporation  to  indemnify  its
directors and officers against expenses (including attorney's fees),  judgments,
fines and amounts paid in settlements  actually and reasonably  incurred by them
in connection with any action,  suit or proceeding brought by third parties,  if
such directors or officers  acted in good faith and in a manner they  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe their conduct was unlawful.  In a derivative action,  i.e., one by or in
the right of the  corporation,  indemnification  may be made  only for  expenses
actually and  reasonably  incurred by directors and officers in connection  with
the  defense  or  settlement  of an action or suit,  and only with  respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable for negligence or misconduct in the performance of his
respective duties to the corporation,  although the court in which the action or
suit was brought may determine upon application  that the defendant  officers or
directors are reasonably  entitled to indemnification  for such expenses despite
such adjudication of liability.

          Section  102(b)(7)  of  the  DGCL  provides  that  a  corporation  may
eliminate or limit the personal  liability of a director to the  corporation  or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  provided  that  such  provision  shall  not  eliminate  or limit  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction  from which the
director derived an improper personal benefit. No such provision shall eliminate
or limit the ability of a director  for any act or omission  occurring  prior to
the date which such provision becomes effective.

          The  Company  maintains  insurance  on  behalf  of  its  officers  and
directors which,  subject to certain  exceptions,  covers  liabilities under the
Securities Act of 1933.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

                                       3
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. 1999 Stock Bonus 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)

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 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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

          (b)    The undersigned Registrant hereby undertakes that, for purposes
of determining any  liability under  the  Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of

                                       4
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.

                                       5
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 February
23, 2000.

                                     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 Donald Alford,  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.

                                       6
Signature                                        Title                                       Date
---------                                        -----                                       ----
/S/ DICKERSON WRIGHT                 Chief Executive Officer, President,  and        February 23, 2000
---------------------------------    Chairman of the Board
Dickerson Wright

/S/  GARY ELZWEIG                    Executive Vice President and Director           February 23, 2000
---------------------------------
Gary Elzweig

/S/  DONALD C. ALFORD                Executive Vice President, Secretary, and        February 23, 2000
---------------------------------    Director
Donald C. Alford

/S/  MARK BARON                      Executive Vice President and Director           February 23, 2000
---------------------------------
Mark Baron

/S/  MARTIN B. LOWENTHAL             Executive Vice President and Director           February 23, 2000
---------------------------------
Martin B. Lowenthal

/S/  JOSEPH WASILEWSKI               Chief Financial Officer and Director (Chief     February 23, 2000
---------------------------------    Financial and Accounting Officer)
Joseph Wasilewski

/S/  THOMAS H. CHAPMAN               Director                                        February 23, 2000
---------------------------------
Thomas H. Chapman

/S/  JAMES L. MCCUMBER               Director                                        February 23, 2000
---------------------------------
James L. McCumber

/S/  ROBERT E. PETERSEN              Director                                        February 23, 2000
---------------------------------
Robert E. Petersen
7
EXHIBIT INDEX

       Exhibit No.                                Exhibit

         (4)              U. S. Laboratories Inc. 1999 Stock Bonus 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)

                                       8