<PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2000
                                                      REGISTRATION NO.    -_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                            A-FEM MEDICAL CORPORATION
                     (FORMERLY, ATHENA MEDICAL CORPORATION)
             (Exact name of Registrant as specified in its charter)

                 NEVADA                                33-0202574
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)


                        10180 S.W. NIMBUS AVE., SUITE J5
                             PORTLAND, OREGON 97223
          (Address of Principal Executive Offices, including zip code)

                           ATHENA MEDICAL CORPORATION
         1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED

                            A-FEM MEDICAL CORPORATION
                   NON-QUALIFIED STOCK OPTION LETTER AGREEMENT
                            (Full title of the plans)

                                STEVEN T. FRANKEL
                            A-FEM MEDICAL CORPORATION
                        10180 S.W. NIMBUS AVE., SUITE J5
                             PORTLAND, OREGON 97223
                                 (503) 968-8800
 (Name, address and telephone number, including area code, of agent for service)
                             ----------------------
                                    COPY TO:
                               PATRICK J. SIMPSON
                                DANIELLE BENDERLY
                                PERKINS COIE LLP
                       1211 S.W. FIFTH AVENUE, SUITE 1500
                           PORTLAND, OREGON 97204-3715
                             ----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                              PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
   TITLE OF SECURITIES      AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING    REGISTRATION
     TO BE REGISTERED       REGISTERED(1)         SHARE(2)               PRICE(2)              FEE
   -------------------      -------------    ------------------     ------------------    ------------
<S>                         <C>              <C>                    <C>                   <C>
Common Stock, no par
  value per share:

  Athena Medical
    Corporation, 1994       3,300,000                  $2.00             $6,600,000          $1,742.40
    Incentive and
    Non-Qualified Stock
    Option Plan

  A-Fem Medical
    Corporation             1,700,000                  $2.06             $3,502,000            $924.53
    Non-Qualified Stock
    Option Letter
    Agreement
                            ---------                                   -----------          ---------
    Total:                  5,000,000                                   $10,102,000          $2,666.93
                            =========                                   ===========          =========
</TABLE>

(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance under the
     Athena Medical Corporation 1994 Incentive and Non-Qualified Stock Option
     Plan, and the A-Fem Medical Corporation Non-Qualified Stock Option Letter
     Agreement as the result of any future stock split, stock dividend or
     similar adjustment of the outstanding Common Stock of the Registrant.

(2)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
     amended, solely for the purpose of calculating the registration fee. The
     price per share under the Athena Medical Corporation 1994 Incentive and
     Non-Qualified Stock Option Plan is estimated to be $2.00 based on the
     average of the high and low bid prices reported for the Common Stock on the
     OTC Bulletin Board on May 8, 2000. The price per share under the A-Fem
     Medical Corporation Non-Qualified Stock Option Letter Agreement is $2.06
     based on the exercise price per share under this Plan.


<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are hereby incorporated by reference in this
Registration Statement:

                (a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999 filed with the Securities and Exchange Commission
(the "Commission") on March 30, 2000;

                (b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Form 10-KSB
referred to in (a) above; and

                (c) The description of the Registrant's Common Stock contained
in the Registration Statement on Form S-2 filed with the Commission on May 12,
1999 under Section 12(g) of the Exchange Act.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment that indicates that the securities offered hereby
have been sold or that deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Nevada corporation law provides that a company may indemnify its
officers, directors and employees for liability arising out of certain actions.
The Registrant has included in its Articles of Incorporation and Bylaws
provisions to indemnify its directors and officers to the fullest extent
permitted by Nevada General Corporation Law. Such indemnification may be
available for liabilities arising in connection with this offering. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Registrant pursuant
to such indemnification provisions, 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.

        The Registrant has adopted in its Articles of Incorporation a provision
that limits personal liability for breach of the fiduciary duty of its
directors, to the extent provided by Section 78.037 of the Nevada General
Corporation Law. Such provision eliminates the personal liability of directors
for damages occasioned by breach of fiduciary duty, except for liability based
on the director's duty of loyalty to the Registrant, liability for acts or
omissions involving intentional misconduct, fraud or a knowing violation of law,
liability based on payments of improper dividends, and liability for acts
occurring prior to the date such provision was added.

ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
    EXHIBIT
     NUMBER                                        DESCRIPTION
    -------                                        -----------
<S>               <C>
      5.1         Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered

     23.1         Consent of Arthur Andersen LLP

     23.2         Consent of Perkins Coie LLP (included in the opinion filed as Exhibit 5.1)

     99.1         Athena Medical Corporation 1994 Incentive and Non-Qualified Stock Option Plan(1)
</TABLE>


                                      II-1
<PAGE>   3

<TABLE>
<S>               <C>
     99.2         A-Fem Medical Corporation Non-Qualified Stock Option Letter Agreement
</TABLE>

-----------

(1)  Incorporated by reference to the exhibits to the Registrant's Annual Report
     on Form 10-KSB for the year ended December 31, 1996.

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 Securities Act of 1933, as amended (the "Securities 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) that, 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 paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

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

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefits plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in 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 Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-2
<PAGE>   4

                                   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 Portland, State of Oregon, on May 10, 2000.

                                        A-FEM MEDICAL CORPORATION

                                        By: /s/ Steven T. Frankel
                                           ---------------------------------
                                           Steven T. Frankel
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose individual signature appears below hereby authorizes
and appoints William H. Fleming and Steven T. Frankel, and each of them, with
full power of substitution and resubstitution and full power to act without the
other, as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments and amendments thereto, 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, ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their and his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 10, 2000.

<TABLE>
<CAPTION>
              Signature                                        Title
              ---------                                        -----
<S>                                                <C>
   /s/ William H. Fleming                           Vice Chairman and Secretary
-----------------------------------
          William H. Fleming

   /s/ James E. Reinmuth                            Chairman and Director
-----------------------------------
          James E. Reinmuth

   /s/ Steven T. Frankel                            President and Chief Executive Officer
-----------------------------------                 (principal executive officer)
          Steven T. Frankel

   /s/ James R. Wilson                              Director and Treasurer
-----------------------------------                 (principal financial officer)
           James R. Wilson

   /s/ Carol A. Scott                               Director
-----------------------------------
            Carol A. Scott

   /s/ RoseAnna Sevcik                              Director
-----------------------------------
           RoseAnna Sevcik

   /s/ Merry Disney                                 Director
-----------------------------------
             Merry Disney

   /s/ Martin L. Harvey                             Controller
-----------------------------------                 (principal accounting officer)
           Martin L. Harvey
</TABLE>


                                      II-3
<PAGE>   5

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
    EXHIBIT                                                                   SEQUENTIALLY
     NUMBER                             DESCRIPTION                          NUMBERED PAGE
     ------                             -----------                          -------------
<S>               <C>
      5.1         Opinion of Perkins Coie LLP regarding legality of the
                  Common Stock being registered

     23.1         Consent of Arthur Andersen LLP

     23.2         Consent of Perkins Coie (included in the opinion filed
                  as Exhibit 5.1)

     99.1         Athena Medical Corporation 1994 Incentive and
                  Non-Qualified Stock Option Plan(1)

     99.2         A-Fem Medical Corporation Non-Qualified Stock Option
                  Letter Agreement
</TABLE>

(1)  Incorporated by reference to the exhibits to the Registrant's Annual Report
     on Form 10-KSB for the year ended December 31, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16733}]
{"company-data": {"conformed-name": "AFEM MEDICAL CORP", "cik": "0000820608", "assigned-sic": "2670", "irs-number": "330202574", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36664", "film-number": "624156"}, "business-address": {"street1": "10180 SW NIMBUS AVE STE J 5", "city": "PORTLAND", "state": "OR", "zip": "97223-4340", "phone": "5039688800"}, "mail-address": {"street1": "10180 SW NIMBUS AVE", "street2": "SUITE J-5", "city": "PORTLAND", "state": "OR", "zip": "97223"}, "former-company": {"former-conformed-name": "XTRAMEDICS INC /NV/", "date-changed": "19920703"}}
1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2000
                                                      REGISTRATION NO.    -_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                            A-FEM MEDICAL CORPORATION
                     (FORMERLY, ATHENA MEDICAL CORPORATION)
             (Exact name of Registrant as specified in its charter)

                 NEVADA                                33-0202574
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

                        10180 S.W. NIMBUS AVE., SUITE J5
                             PORTLAND, OREGON 97223
          (Address of Principal Executive Offices, including zip code)

                           ATHENA MEDICAL CORPORATION
         1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED

                            A-FEM MEDICAL CORPORATION
                   NON-QUALIFIED STOCK OPTION LETTER AGREEMENT
                            (Full title of the plans)

                                STEVEN T. FRANKEL
                            A-FEM MEDICAL CORPORATION
                        10180 S.W. NIMBUS AVE., SUITE J5
                             PORTLAND, OREGON 97223
                                 (503) 968-8800
 (Name, address and telephone number, including area code, of agent for service)
                             ----------------------
                                    COPY TO:
                               PATRICK J. SIMPSON
                                DANIELLE BENDERLY
                                PERKINS COIE LLP
                       1211 S.W. FIFTH AVENUE, SUITE 1500
                           PORTLAND, OREGON 97204-3715
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
   TITLE OF SECURITIES      AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING    REGISTRATION
     TO BE REGISTERED       REGISTERED(1)         SHARE(2)               PRICE(2)              FEE
   -------------------      -------------    ------------------     ------------------    ------------
Common Stock, no par
  value per share:

  Athena Medical
    Corporation, 1994       3,300,000                  $2.00             $6,600,000          $1,742.40
    Incentive and
    Non-Qualified Stock
    Option Plan

  A-Fem Medical
    Corporation             1,700,000                  $2.06             $3,502,000            $924.53
    Non-Qualified Stock
    Option Letter
    Agreement
                            ---------                                   -----------          ---------
    Total:                  5,000,000                                   $10,102,000          $2,666.93
                            =========                                   ===========          =========
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance under the
     Athena Medical Corporation 1994 Incentive and Non-Qualified Stock Option
     Plan, and the A-Fem Medical Corporation Non-Qualified Stock Option Letter
     Agreement as the result of any future stock split, stock dividend or
     similar adjustment of the outstanding Common Stock of the Registrant.

(2)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
     amended, solely for the purpose of calculating the registration fee. The
     price per share under the Athena Medical Corporation 1994 Incentive and
     Non-Qualified Stock Option Plan is estimated to be $2.00 based on the
     average of the high and low bid prices reported for the Common Stock on the
     OTC Bulletin Board on May 8, 2000. The price per share under the A-Fem
     Medical Corporation Non-Qualified Stock Option Letter Agreement is $2.06
     based on the exercise price per share under this Plan.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are hereby incorporated by reference in this
Registration Statement:

                (a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999 filed with the Securities and Exchange Commission
(the "Commission") on March 30, 2000;

                (b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Form 10-KSB
referred to in (a) above; and

                (c) The description of the Registrant's Common Stock contained
in the Registration Statement on Form S-2 filed with the Commission on May 12,
1999 under Section 12(g) of the Exchange Act.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment that indicates that the securities offered hereby
have been sold or that deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Nevada corporation law provides that a company may indemnify its
officers, directors and employees for liability arising out of certain actions.
The Registrant has included in its Articles of Incorporation and Bylaws
provisions to indemnify its directors and officers to the fullest extent
permitted by Nevada General Corporation Law. Such indemnification may be
available for liabilities arising in connection with this offering. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Registrant pursuant
to such indemnification provisions, 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.

        The Registrant has adopted in its Articles of Incorporation a provision
that limits personal liability for breach of the fiduciary duty of its
directors, to the extent provided by Section 78.037 of the Nevada General
Corporation Law. Such provision eliminates the personal liability of directors
for damages occasioned by breach of fiduciary duty, except for liability based
on the director's duty of loyalty to the Registrant, liability for acts or
omissions involving intentional misconduct, fraud or a knowing violation of law,
liability based on payments of improper dividends, and liability for acts
occurring prior to the date such provision was added.

ITEM 8. EXHIBITS
EXHIBIT
     NUMBER                                        DESCRIPTION
    -------                                        -----------
5.1         Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered

     23.1         Consent of Arthur Andersen LLP

     23.2         Consent of Perkins Coie LLP (included in the opinion filed as Exhibit 5.1)

     99.1         Athena Medical Corporation 1994 Incentive and Non-Qualified Stock Option Plan(1)
II-1
3
99.2         A-Fem Medical Corporation Non-Qualified Stock Option Letter Agreement
-----------

(1)  Incorporated by reference to the exhibits to the Registrant's Annual Report
     on Form 10-KSB for the year ended December 31, 1996.

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 Securities Act of 1933, as amended (the "Securities 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) that, 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 paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

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

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefits plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in 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 Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-2
4

                                   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 Portland, State of Oregon, on May 10, 2000.

                                        A-FEM MEDICAL CORPORATION

                                        By: /s/ Steven T. Frankel
                                           ---------------------------------
                                           Steven T. Frankel
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose individual signature appears below hereby authorizes
and appoints William H. Fleming and Steven T. Frankel, and each of them, with
full power of substitution and resubstitution and full power to act without the
other, as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments and amendments thereto, 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, ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their and his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 10, 2000.
Signature                                        Title
              ---------                                        -----
/s/ William H. Fleming                           Vice Chairman and Secretary
-----------------------------------
          William H. Fleming

   /s/ James E. Reinmuth                            Chairman and Director
-----------------------------------
          James E. Reinmuth

   /s/ Steven T. Frankel                            President and Chief Executive Officer
-----------------------------------                 (principal executive officer)
          Steven T. Frankel

   /s/ James R. Wilson                              Director and Treasurer
-----------------------------------                 (principal financial officer)
           James R. Wilson

   /s/ Carol A. Scott                               Director
-----------------------------------
            Carol A. Scott

   /s/ RoseAnna Sevcik                              Director
-----------------------------------
           RoseAnna Sevcik

   /s/ Merry Disney                                 Director
-----------------------------------
             Merry Disney

   /s/ Martin L. Harvey                             Controller
-----------------------------------                 (principal accounting officer)
           Martin L. Harvey
II-3
5

                                INDEX TO EXHIBITS
EXHIBIT                                                                   SEQUENTIALLY
     NUMBER                             DESCRIPTION                          NUMBERED PAGE
     ------                             -----------                          -------------
5.1         Opinion of Perkins Coie LLP regarding legality of the
                  Common Stock being registered

     23.1         Consent of Arthur Andersen LLP

     23.2         Consent of Perkins Coie (included in the opinion filed
                  as Exhibit 5.1)

     99.1         Athena Medical Corporation 1994 Incentive and
                  Non-Qualified Stock Option Plan(1)

     99.2         A-Fem Medical Corporation Non-Qualified Stock Option
                  Letter Agreement
(1)  Incorporated by reference to the exhibits to the Registrant's Annual Report
     on Form 10-KSB for the year ended December 31, 1996.