Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

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

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

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

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

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

                           --------------------------
<TABLE>
<CAPTION>
                         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
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
<S>                         <C>                       <C>                   <C>                        <C> 
Common Stock,  $.01 par                                                                                             
value                       145,000 shares            $6.60(1)              $957,000(1)                $267
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Common Stock,  $.01 par                                                                                             
value                       250,000 shares            $6.00(1)             $1,500,000(1)               $417
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Common Stock,  $.01 par                                                                                             
value                       105,000 shares            $3.75(1)              $393,750(1)                $110
------------------------ ---------------------- ---------------------- ----------------------- ---------------------

(1) Estimated  pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of  calculating  the  registration  fee. As to the shares
subject to outstanding  but  unexercised  options,  the price is computed on the
basis of the weighted average exercise price for the options  outstanding  under
the applicable plan. As to the remaining shares under the 1998 Stock Option Plan
the price is based upon the average of the high and low price of Common Stock as
reported on the Nasdaq SmallCap on May 14, 1999.
</TABLE>

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


<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.     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 12
              of the Exchange  Act, and any  amendments or reports filed for the
              purpose of updating such description.

       2.     The Company's latest  prospectus under Rule 424(b)  containing the
              Company's audited  financial  statements filed with the Commission
              on February 24, 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 intended only as
a  summary  and is  qualified  in  its  entirety  by  reference  to the  Amended
Certificate of Incorporation, Bylaws, and the DGCL.


                                       2
<PAGE>

       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. 1998 Stock Option Plan

           (5)             Opinion of Foley & Lardner

         (23.1)            Consent of Singer Lewak Greenbaum & Goldstein LLP

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

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

            *              Filed with Amendment No. 1 to the registration
                           statement on Form SB-2, filed with the Securities and
                           Exchange Commission on January 8, 1999.

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 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.


                                       4

<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 May 14,
1999.


                                     U. S. LABORATORIES INC.



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


                                POWER OF ATTORNEY

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Dickerson  Wright and James D. Wait, and each of them
individually,  his or her true and lawful  attorney-in-fact and agent, with full
power of  substitution  and  revocation,  for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.


                                       5
<PAGE>


Signature                             Title                             Date

/S/ DICKERSON WRIGHT      Chief Executive Officer, President,       May 14, 1999
------------------------  and Chairman of the Board
Dickerson Wright

/S/  GARY ELZWEIG         Executive Vice President and Director     May 14, 1999
------------------------
Gary Elzweig

/S/  DONALD C. ALFORD     Executive Vice President and Director     May 14, 1999
------------------------
Donald C. Alford

/S/  MARK BARON           Executive Vice President and Director     May 14, 1999
------------------------
Mark Baron

/S/  MARTIN B. LOWENTHAL  Executive Vice President and Director     May 14, 1999
------------------------
Martin B. Lowenthal

/S/  JAMES D. WAIT        Chief Financial Officer, Secretary, and   May 14, 1999
------------------------  Director (Chief Financial and 
James D. Wait             Accounting Officer)

/S/  THOMAS H. CHAPMAN    Director                                  May 14, 1999
------------------------
Thomas H. Chapman

/S/  JAMES L. MCCUMBER    Director                                  May 14, 1999
------------------------
James L. McCumber

/S/  ROBERT E. PETERSEN   Director                                  May 14, 1999
------------------------
Robert E. Petersen

/S/   NOEL SCHWARTZ       Director                                  May 14, 1999
------------------------
Noel Schwartz

/S/   IRVIN FUCHS         Director                                  May 14, 1999
------------------------
Irvin Fuchs


                                       6

<PAGE>
                                  EXHIBIT INDEX


                 U. S. LABORATORIES INC. 1998 STOCK OPTION PLAN


       Exhibit No.                                   Exhibit

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

           (5)              Opinion of Foley & Lardner

          (23.1)            Consent of Singer Lewak Greenbaum & Goldstein LLP

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

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

            *               Filed with Amendment No. 1 to the registration
                            statement on Form  SB-2, filed with the Securities 
                            and Exchange Commission on January 8, 1999.


                                       7
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{"company-data": {"conformed-name": "U S LABORATORIES INC", "cik": "0001068891", "assigned-sic": "8734", "irs-number": "330586167"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78707", "film-number": "99629750"}, "business-address": {"street1": "7895 CONVOY COURT", "street2": "SUITE 18", "city": "SAN DIEGO", "state": "CA", "zip": "92111", "phone": "4088748200"}, "mail-address": {"street1": "7895 CONVOY COURT", "street2": "SUITE 18", "city": "LOS GATOS", "state": "CA", "zip": "95032"}}
Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

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

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

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

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

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

                           --------------------------
CALCULATION OF REGISTRATION FEE

------------------------ ---------------------- ---------------------- ----------------------- ---------------------
                                                  Proposed Maximum        Proposed Maximum                          
Title of Securities to       Amount to be        Offering Price Per      Aggregate Offering         Amount of
     be Registered            Registered                Share                  Price             Registration Fee
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Common Stock,  $.01 par                                                                                             
value                       145,000 shares            $6.60(1)              $957,000(1)                $267
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Common Stock,  $.01 par                                                                                             
value                       250,000 shares            $6.00(1)             $1,500,000(1)               $417
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Common Stock,  $.01 par                                                                                             
value                       105,000 shares            $3.75(1)              $393,750(1)                $110
------------------------ ---------------------- ---------------------- ----------------------- ---------------------

(1) Estimated  pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of  calculating  the  registration  fee. As to the shares
subject to outstanding  but  unexercised  options,  the price is computed on the
basis of the weighted average exercise price for the options  outstanding  under
the applicable plan. As to the remaining shares under the 1998 Stock Option Plan
the price is based upon the average of the high and low price of Common Stock as
reported on the Nasdaq SmallCap on May 14, 1999.
---------------------------------
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.     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 12
              of the Exchange  Act, and any  amendments or reports filed for the
              purpose of updating such description.

       2.     The Company's latest  prospectus under Rule 424(b)  containing the
              Company's audited  financial  statements filed with the Commission
              on February 24, 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 intended only as
a  summary  and is  qualified  in  its  entirety  by  reference  to the  Amended
Certificate of Incorporation, Bylaws, and the DGCL.

                                       2
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. 1998 Stock Option Plan

           (5)             Opinion of Foley & Lardner

         (23.1)            Consent of Singer Lewak Greenbaum & Goldstein LLP

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

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

            *              Filed with Amendment No. 1 to the registration
                           statement on Form SB-2, filed with the Securities and
                           Exchange Commission on January 8, 1999.

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 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.

                                       4
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 May 14,
1999.

                                     U. S. LABORATORIES INC.

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

                                POWER OF ATTORNEY

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Dickerson  Wright and James D. Wait, and each of them
individually,  his or her true and lawful  attorney-in-fact and agent, with full
power of  substitution  and  revocation,  for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.

                                       5
Signature                             Title                             Date

/S/ DICKERSON WRIGHT      Chief Executive Officer, President,       May 14, 1999
------------------------  and Chairman of the Board
Dickerson Wright

/S/  GARY ELZWEIG         Executive Vice President and Director     May 14, 1999
------------------------
Gary Elzweig

/S/  DONALD C. ALFORD     Executive Vice President and Director     May 14, 1999
------------------------
Donald C. Alford

/S/  MARK BARON           Executive Vice President and Director     May 14, 1999
------------------------
Mark Baron

/S/  MARTIN B. LOWENTHAL  Executive Vice President and Director     May 14, 1999
------------------------
Martin B. Lowenthal

/S/  JAMES D. WAIT        Chief Financial Officer, Secretary, and   May 14, 1999
------------------------  Director (Chief Financial and 
James D. Wait             Accounting Officer)

/S/  THOMAS H. CHAPMAN    Director                                  May 14, 1999
------------------------
Thomas H. Chapman

/S/  JAMES L. MCCUMBER    Director                                  May 14, 1999
------------------------
James L. McCumber

/S/  ROBERT E. PETERSEN   Director                                  May 14, 1999
------------------------
Robert E. Petersen

/S/   NOEL SCHWARTZ       Director                                  May 14, 1999
------------------------
Noel Schwartz

/S/   IRVIN FUCHS         Director                                  May 14, 1999
------------------------
Irvin Fuchs

                                       6
EXHIBIT INDEX

                 U. S. LABORATORIES INC. 1998 STOCK OPTION PLAN

       Exhibit No.                                   Exhibit

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

           (5)              Opinion of Foley & Lardner

          (23.1)            Consent of Singer Lewak Greenbaum & Goldstein LLP

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

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

            *               Filed with Amendment No. 1 to the registration
                            statement on Form  SB-2, filed with the Securities 
                            and Exchange Commission on January 8, 1999.

                                       7