As filed with the Securities and Exchange Commission on June 19, 2001
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            ACCUMAGE DIAGNOSTICS CORP


       Nevada                                             33-0713615
(State of Incorporation)                 (I.R.S. Employer Identification Number)

           400 Grandview Drive, South San Francisco, California 94080

                                Stock Option Plan

                               Leon Kaufman, Ph.D.
           400 Grandview Drive, South San Francisco, California 94080

                                 (650) 875-0192

                                   Copies to:
                              Roger S. Mertz, Esq.
                   Allen, Matkins, Leck, Gamble & Mallory LLP
                           333 Bush Street, Suite 1700
                         San Francisco, California 94104
                            Telephone: (415) 837-1515
                            Facsimile: (415) 837-1516


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                                                Proposed Maximum
                Title of Securities                        Amount          Proposed Maximum         Aggregate          Amount of
                  To Be Registered                          To Be         Offering Price Per   Offering Price (2)   Registration Fee
                                                        Registered(1)            Unit
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                     <C>                          <C>               <C>                <C>
Common Stock, $0.001 par value  .................     2,100,000 shares             $0.57             $1,197,000.00
----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Total                                                 2,100,000  shares            $0.57             $1,197,000.00        $299.25
===================================================== =================== ===================== ==================== ===============

<FN>

(1)  This Registration  Statement also covers an indeterminate  number of shares
     of common stock of the Registrant  which may be issuable by reason of stock
     dividends,  stock splits or similar  transactions,  in accordance with Rule
     416.
(2)  Estimated  solely for the purpose of computing  the amount of the
     registration  fee pursuant to Rule 457(c) and (h)(1),  based on the closing
     price of Registrant's Common Stock reported on the over-the-counter  market
     on June 13, 2001.
</FN>
</TABLE>
<PAGE>

                                EXPLANATORY NOTE

AccuImage  Diagnostics Corp.  ("AccuImage" or the "Company" or "Registrant") has
prepared this Registration Statement in accordance with the requirements of Form
S-8 under the Securities  Act of 1933, as amended (the "1933 Act"),  to register
shares of the  Company's  common  stock,  $.001 par  value per  share,  issuable
pursuant to the Stock Option Plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

AccuImage will send or give the documents  containing the information  specified
in Part I of Form S-8 to employees as specified by the  Securities  and Exchange
Commission (the  "Commission")  Rule 428(b)(1)  under the 1933 Act. AccuImage is
not required to file these documents with the Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the 1933 Act.  These  documents  and the documents  incorporated  by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.




<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference
-------  -------------------------------------

We incorporate by reference the documents listed below and previously filed with
the Securities and Exchange Commission:

     (a)  The Registrant's latest Annual Report on Form 10-KSB.

     (b)  All other reports filed by  Registrant  pursuant to Sections  13(a) or
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the above-referenced Annual Report.

     (c)  In  addition,  all  documents  subsequently  filed by us  pursuant  to
          Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of
          1934 (the  "Exchange  Act"),  prior to the filing of a  post-effective
          amendment which indicates that all securities offered herein have been
          sold or which deregisters all securities then remaining unsold.

For  purposes of this  Registration  Statement,  any  document or any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
subsequently  filed  document  or a statement  contained  herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference  modifies or  supersedes  such  document or such  statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities
-------  -------------------------

Not applicable.

Item 5.  Interests of Named Experts and Counsel
-------  --------------------------------------

Not applicable.

Item 6.  Indemnification of Officers and Directors
-------  -----------------------------------------

The Company is a Nevada corporation.  Pursuant to Sections 78.751 and 78.7502 of
the Nevada Revised Statutes (the "NRS"),  and the Company's Amended and Restated
Articles of  Incorporation  ("Articles"),  the Company has  committed  itself to
indemnify its present and former  directors  and officers to the fullest  extent
permitted or required by Nevada law,  which excludes  personal  liability on the
part of its directors to the Company for monetary damages based on any violation
of their  fiduciary  duties as  directors,  provided the director  acted in good
faith,  reasonably  believed  the  conduct  was in  the  best  interests  of the
corporation  and had no reason to believe the conduct was unlawful.  In addition
to  authorizing  indemnification,   the  NRS  mandates  indemnification  against
reasonable  expenses  incurred if the director is  successful,  on the merits or
otherwise  and/or  if a court  determines  that  the  director  is  entitled  to
indemnification.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the  opinion  of the  Securities  and  Exchange  Commission  (the  "SEC"),  such
indemnification  is against  public policy as expressed in the Securities Act of
1933,  as amended,  ("Securities  Act") and is therefore  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than our
payment of  expenses  incurred  or paid by a  director,  officer or  controlling
person 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,  we will,  unless in the  opinion of counsel  the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

The  Company's  board of directors may  authorize,  by a vote of a majority of a
quorum of the Company's board of directors, the Company to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  against  any  liability  asserted  against
him/her and incurred by him/her in any such capacity,  or arising out of his/her
status as such,  whether or not the  Company  would have the power to  indemnify
him/her against such liability under the provisions of the Company's bylaws. The
Company's  board of directors may authorize the Company to enter into a contract
with any person who was or is a  director,  officer,  employee,  or agent of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee or agent of another  corporation or enterprise  providing for
indemnification rights equivalent to those provided for in the Company's bylaws.

Item 7.  Exemption from Registration Claimed
-------  -----------------------------------

Not applicable.

Item 8.  Exhibits
-------  --------

Exhibits                          Description
--------------------------------------------------------------------

   4.1            Stock Option Plan (incorporated by reference to Exhibit 1
                  to the Company's Definitive Proxy Statement on Schedule 14A,
                  June 29, 2000)

   5.1            Opinion of Allen Matkins Leck Gamble & Mallory LLP

   23.1           Consent of Pohl, McNabola, Berg & Company, LLP

   23.2           Consent of Allen Matkins Leck Gamble & Mallory LLP
                  (included in Exhibit 5.1)

   24.1           Power of Attorney (Incorporated by reference in the signature
                  page to the 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:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

               (iii) 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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13  or  Section 15(d)  of the
Exchange Act that are incorporated by reference in the 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 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,  each  filing  of  the
Registrant's  annual report pursuant to  Section 13(a)  or  Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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 may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the  Registrant's  Amended and Restated  Certificate  of
Incorporation and Bylaws, and the Texas Business  Corporation Law, 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  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 of 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.


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 South San Francisco, California, on June 13, 2001.

                                       ACCUMAGE DIAGNOSTICS CORP



                                       By: /s/  Leon Kaufman
                                         ------------------------------------
                                        Name:    Leon Kaufman, Ph.D.
                                        Title:   Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Leon Kaufman his  attorney-in-fact,  each
with the power of  substitution,  for him in any and all  capacities to sign any
and all  amendments to this  Registration  Statement  (including  post-effective
amendments) and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  all  that  each  of said  attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

Signature                          Capacity                             Date
---------                          --------                             ----

/s/ Douglas P. Boyd            Director and Chairman              June 18, 2001
-------------------------           of the Board
Douglas P. Boyd, Ph.D.


/s/ Leon Kaufman               Chief Executive Officer            June 13, 2001
-------------------------           and Director
Leon Kaufman, Ph.D.


/s/ Alexander R. Margulis      Director                           June 18, 2001
--------------------------
Alexander R. Margulis, M.D.


/s/ Chris Shepherd             Director                           June 14, 2001
-------------------------
Chris Shepherd


/s/ John Klock                 Director                           June 15, 2001
-------------------------
John Klock, M.D.




<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number                                       Description
------                                       -----------

  4.1     Stock Option Plan (incorporated by reference Exhibit1 to the
          Company's Definitive Proxy Statement on Schedule 14A, June 29, 2000)

  5.1     Opinion of Allen Matkins Leck Gamble & Mallory LLP

  23.1    Consent of Pohl, McNabola, Berg & Company, LLP

  23.2    Consent of Allen Matkins Leck Gamble & Mallory LLP (included in
          Exhibit 5.1)

  24.1    Power of Attorney (Incorporated by reference in the signature page to
                 the Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "form-s8.txt", "description": "REGISTRATION STATEMENT RE STOCK OPTION PLAN", "secsgml_size_bytes": 18217}]
{"company-data": {"conformed-name": "ACCUIMAGE DIAGNOSTICS CORP", "cik": "0001089799", "assigned-sic": "7371", "irs-number": "330713615", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63312", "film-number": "1663235"}, "business-address": {"street1": "400 OYSTER POINT BLVD", "street2": "STE 114", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080-1917", "phone": "6508750192"}, "mail-address": {"street1": "400 OYSTER POINT BLVD", "street2": "STE 114", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080-1917"}}
As filed with the Securities and Exchange Commission on June 19, 2001
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            ACCUMAGE DIAGNOSTICS CORP

       Nevada                                             33-0713615
(State of Incorporation)                 (I.R.S. Employer Identification Number)

           400 Grandview Drive, South San Francisco, California 94080

                                Stock Option Plan

                               Leon Kaufman, Ph.D.
           400 Grandview Drive, South San Francisco, California 94080

                                 (650) 875-0192

                                   Copies to:
                              Roger S. Mertz, Esq.
                   Allen, Matkins, Leck, Gamble & Mallory LLP
                           333 Bush Street, Suite 1700
                         San Francisco, California 94104
                            Telephone: (415) 837-1515
                            Facsimile: (415) 837-1516
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                                                Proposed Maximum
                Title of Securities                        Amount          Proposed Maximum         Aggregate          Amount of
                  To Be Registered                          To Be         Offering Price Per   Offering Price (2)   Registration Fee
                                                        Registered(1)            Unit
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value  .................     2,100,000 shares             $0.57             $1,197,000.00
----------------------------------------------------- ------------------- --------------------- -------------------- ---------------
Total                                                 2,100,000  shares            $0.57             $1,197,000.00        $299.25
===================================================== =================== ===================== ==================== ===============
(1)  This Registration  Statement also covers an indeterminate  number of shares
     of common stock of the Registrant  which may be issuable by reason of stock
     dividends,  stock splits or similar  transactions,  in accordance with Rule
     416.
(2)  Estimated  solely for the purpose of computing  the amount of the
     registration  fee pursuant to Rule 457(c) and (h)(1),  based on the closing
     price of Registrant's Common Stock reported on the over-the-counter  market
     on June 13, 2001.
EXPLANATORY NOTE

AccuImage  Diagnostics Corp.  ("AccuImage" or the "Company" or "Registrant") has
prepared this Registration Statement in accordance with the requirements of Form
S-8 under the Securities  Act of 1933, as amended (the "1933 Act"),  to register
shares of the  Company's  common  stock,  $.001 par  value per  share,  issuable
pursuant to the Stock Option Plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

AccuImage will send or give the documents  containing the information  specified
in Part I of Form S-8 to employees as specified by the  Securities  and Exchange
Commission (the  "Commission")  Rule 428(b)(1)  under the 1933 Act. AccuImage is
not required to file these documents with the Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the 1933 Act.  These  documents  and the documents  incorporated  by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference
-------  -------------------------------------

We incorporate by reference the documents listed below and previously filed with
the Securities and Exchange Commission:

     (a)  The Registrant's latest Annual Report on Form 10-KSB.

     (b)  All other reports filed by  Registrant  pursuant to Sections  13(a) or
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the above-referenced Annual Report.

     (c)  In  addition,  all  documents  subsequently  filed by us  pursuant  to
          Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of
          1934 (the  "Exchange  Act"),  prior to the filing of a  post-effective
          amendment which indicates that all securities offered herein have been
          sold or which deregisters all securities then remaining unsold.

For  purposes of this  Registration  Statement,  any  document or any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
subsequently  filed  document  or a statement  contained  herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference  modifies or  supersedes  such  document or such  statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities
-------  -------------------------

Not applicable.

Item 5.  Interests of Named Experts and Counsel
-------  --------------------------------------

Not applicable.

Item 6.  Indemnification of Officers and Directors
-------  -----------------------------------------

The Company is a Nevada corporation.  Pursuant to Sections 78.751 and 78.7502 of
the Nevada Revised Statutes (the "NRS"),  and the Company's Amended and Restated
Articles of  Incorporation  ("Articles"),  the Company has  committed  itself to
indemnify its present and former  directors  and officers to the fullest  extent
permitted or required by Nevada law,  which excludes  personal  liability on the
part of its directors to the Company for monetary damages based on any violation
of their  fiduciary  duties as  directors,  provided the director  acted in good
faith,  reasonably  believed  the  conduct  was in  the  best  interests  of the
corporation  and had no reason to believe the conduct was unlawful.  In addition
to  authorizing  indemnification,   the  NRS  mandates  indemnification  against
reasonable  expenses  incurred if the director is  successful,  on the merits or
otherwise  and/or  if a court  determines  that  the  director  is  entitled  to
indemnification.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the  opinion  of the  Securities  and  Exchange  Commission  (the  "SEC"),  such
indemnification  is against  public policy as expressed in the Securities Act of
1933,  as amended,  ("Securities  Act") and is therefore  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than our
payment of  expenses  incurred  or paid by a  director,  officer or  controlling
person 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,  we will,  unless in the  opinion of counsel  the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

The  Company's  board of directors may  authorize,  by a vote of a majority of a
quorum of the Company's board of directors, the Company to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  against  any  liability  asserted  against
him/her and incurred by him/her in any such capacity,  or arising out of his/her
status as such,  whether or not the  Company  would have the power to  indemnify
him/her against such liability under the provisions of the Company's bylaws. The
Company's  board of directors may authorize the Company to enter into a contract
with any person who was or is a  director,  officer,  employee,  or agent of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee or agent of another  corporation or enterprise  providing for
indemnification rights equivalent to those provided for in the Company's bylaws.

Item 7.  Exemption from Registration Claimed
-------  -----------------------------------

Not applicable.

Item 8.  Exhibits
-------  --------

Exhibits                          Description
--------------------------------------------------------------------

   4.1            Stock Option Plan (incorporated by reference to Exhibit 1
                  to the Company's Definitive Proxy Statement on Schedule 14A,
                  June 29, 2000)

   5.1            Opinion of Allen Matkins Leck Gamble & Mallory LLP

   23.1           Consent of Pohl, McNabola, Berg & Company, LLP

   23.2           Consent of Allen Matkins Leck Gamble & Mallory LLP
                  (included in Exhibit 5.1)

   24.1           Power of Attorney (Incorporated by reference in the signature
                  page to the 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:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

               (iii) 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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13  or  Section 15(d)  of the
Exchange Act that are incorporated by reference in the 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 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,  each  filing  of  the
Registrant's  annual report pursuant to  Section 13(a)  or  Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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 may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the  Registrant's  Amended and Restated  Certificate  of
Incorporation and Bylaws, and the Texas Business  Corporation Law, 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  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 of 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.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 South San Francisco, California, on June 13, 2001.

                                       ACCUMAGE DIAGNOSTICS CORP

                                       By: /s/  Leon Kaufman
                                         ------------------------------------
                                        Name:    Leon Kaufman, Ph.D.
                                        Title:   Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Leon Kaufman his  attorney-in-fact,  each
with the power of  substitution,  for him in any and all  capacities to sign any
and all  amendments to this  Registration  Statement  (including  post-effective
amendments) and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  all  that  each  of said  attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

Signature                          Capacity                             Date
---------                          --------                             ----

/s/ Douglas P. Boyd            Director and Chairman              June 18, 2001
-------------------------           of the Board
Douglas P. Boyd, Ph.D.

/s/ Leon Kaufman               Chief Executive Officer            June 13, 2001
-------------------------           and Director
Leon Kaufman, Ph.D.

/s/ Alexander R. Margulis      Director                           June 18, 2001
--------------------------
Alexander R. Margulis, M.D.

/s/ Chris Shepherd             Director                           June 14, 2001
-------------------------
Chris Shepherd

/s/ John Klock                 Director                           June 15, 2001
-------------------------
John Klock, M.D.
INDEX TO EXHIBITS

Exhibit
Number                                       Description
------                                       -----------

  4.1     Stock Option Plan (incorporated by reference Exhibit1 to the
          Company's Definitive Proxy Statement on Schedule 14A, June 29, 2000)

  5.1     Opinion of Allen Matkins Leck Gamble & Mallory LLP

  23.1    Consent of Pohl, McNabola, Berg & Company, LLP

  23.2    Consent of Allen Matkins Leck Gamble & Mallory LLP (included in
          Exhibit 5.1)

  24.1    Power of Attorney (Incorporated by reference in the signature page to
                 the Registration Statement)