<PAGE>

    As filed with the Securities and Exchange Commission on November 30, 1998
                                                    Registration No. 333-______
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                           STRATEGIC DIAGNOSTICS INC.
             (Exact name of registrant as specified in its charter)

                    Delaware                                56-1581761
         (State or other jurisdiction of                   (I.R.S. employer
         incorporation or organization)                  Identification No.)

                           Strategic Diagnostics Inc.
                               111 Pencader Drive
                                Newark, DE 19702
                    (Address of Principal Executive Offices)
                         -------------------------------

                        1998 Employee Stock Purchase Plan
                            (Full title of the Plan)
                         -------------------------------

                              Richard C. Birkmeyer
                      President and Chief Executive Officer
                               111 Pencader Drive
                                Newark, DE 19702
                     (Name and Address of Agent for Service)

                                 (302) 456-6789
          (Telephone number, including area code of agent for service)

                          Copies of Communications to:

       Paul T. Porrini, Esquire                    Arthur A. Koch, Jr.
       Pepper Hamilton LLP                         Strategic Diagnostics Inc.
       1235 Westlakes Drive, Suite 400             111 Pencader Drive
       Berwyn, Pennsylvania 19312-2401             Newark, DE  19702

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
                                                        Proposed Maximum                           
  Title of Securities to            Amount to Be       Offering Price Per           Proposed Maximum                Amount of
       Be Registered               Registered (1)          Share (2)          Aggregate Offering Price(2)      Registration Fee (2)
<S>                                    <C>                   <C>                       <C>                             <C> 
===================================================================================================================================
Common Stock, par
value $.01 per share                   661,157              $2.1875                  $1,446,281                      $402.07
===================================================================================================================================
</TABLE>


(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends,
recapitalization or certain other capital adjustments. 
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low sale prices of the Registrant's Common
Stock reported on the NASDAQ National Market on November 27, 1998.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents which have been filed by Strategic Diagnostics
Inc. ("registrant" or the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1997;

         (b)      the Company's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, June 30 and September 30, 1998;

         (c)      the Company's current report on Form 8-K filed September 17,
                  1998; and

         (d)      the description of the Common Stock, of the Company contained
                  in the Company's Registration Statement on Form 8-A dated
                  September 15, 1993, including any amendments or reports filed
                  for the purpose of updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities.

         The Common Stock, which is the class of securities offered pursuant to
this Registration Statement, is registered under the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the Common Stock registered hereunder has been passed
upon for the Company by Pepper Hamilton LLP, 1235 Westlakes Drive, Suite 400,
Berwyn, Pennsylvania 19312.



                                     II - 1

<PAGE>



Item 6.  Indemnification of Directors and Officers.

         Statutory Provisions

         Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
permits a corporation in its certificate of incorporation to eliminate or limit
the personal liability of a director to the corporation or its stockholders for
monetary damages for violations of a director's fiduciary duty as a director.
Registrant's Certificate of Incorporation includes such a provision. Such a
provision would have no effect on the availability of equitable remedies, such
as an injunction or rescission, for breach of fiduciary duty. In addition, no
such provision may eliminate or limit the liability of a director for: (i) any
breach of a director's duty of loyalty to the registrant or its stockholders;
(ii) acts and omissions not in good faith or acts which involve intentional
misconduct or knowing violations of law; (iii) liability for unlawful payment of
dividends or unlawful stock purchase or redemption under Section 174 of the
DGCL; or (iv) any transaction from which a director derives an improper personal
benefit.

         Section 145 of the DGCL provides that a corporation may indemnify any
person who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she 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 his or her conduct was unlawful. No indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Additionally, a
corporation is required to indemnify its directors and officers against expenses
to the extent that such directors or officers have been successful on the merits
or otherwise in any action, suit or proceeding or in defense of any claim, issue
or matter therein.

         Indemnification can be made by the corporation only upon a
determination that indemnification is proper in the circumstances because the
party seeking indemnification had met the applicable standard of conduct as set
forth in the DGCL. The indemnification provided by the DGCL shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. A corporation also has the power to purchase and
maintain insurance on behalf of any person, whether or not the corporation would
have the power to indemnify him or her against such liability. The
indemnification provided by the DGCL shall, unless otherwise provided when
authorized or ratified, continue as to a person who ceased to be a


                                     II - 2

<PAGE>



director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         Certificate of Incorporation and Bylaws

         The registrant's Certificate of Incorporation limits the registrant's
directors' liability for monetary damages to the registrant and its stockholders
for breaches of fiduciary duty to the fullest extent permitted under the DGCL.
In the event of any amendment to the DGCL at a later date to authorize corporate
action further limiting the personal liability of corporate directors, the
registrant's Certificate of Incorporation authorizes the registrant to limit
liability of the registrant's directors to the fullest extent permitted under
the DGCL at such later date. In addition, the registrant's Certificate of
Incorporation provides that any repeal or modification of the provisions
relating to indemnification by the stockholders of the registrant or by an
amendment to the DGCL will not affect any right or protection existing at the
time of such repeal or amendment with respect to any acts or omissions occurring
either before or after such repeal or amendment.

         The registrant's Bylaws provide that each person who is involved in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is a
director, officer, employee or agent of registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee or other benefit plans, will be
indemnified by the registrant to the fullest extent permitted by the DGCL, as
the same exists or may hereafter be amended, against any and all expenses
incurred in connection therewith, and such indemnification will continue as to a
person who has ceased to be a director, officer, employee or agent and will
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the registrant will indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the registrant's Board of Directors. The right
to indemnification will be a contractual right and will include the right to be
paid by the registrant the expenses incurred in defending any such proceeding in
advance of its final disposition upon receipt of an undertaking by the person
seeking indemnification to repay such payment if such person shall be
adjudicated or determined not to be entitled to indemnification. No
indemnification shall be provided to a person with respect to a matter as to
which such person shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that the action of such person was
in or not opposed to the best interests of the registrant. In the event that a
proceeding is settled or compromised, no indemnification shall be provided to
such person if there is a determination by a majority vote of the Board of
Directors of the registrant that, with respect to such matter, such person did
not act in good faith in the reasonable belief that his or her action was in or
not opposed to the best interests of the registrant. If more than half of the
members of the registrant's Board of Directors are involved in such proceeding,
the determination shall be made by a majority vote of a committee of one or more
disinterested director(s) chosen at a regular or special meeting.


                                     II - 3

<PAGE>



         The indemnification rights conferred by the registrant's Bylaws are not
exclusive of any other right to which a person seeking indemnification may be
entitled under law, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. The registrant may maintain insurance at its expense on
behalf of its directors, officers, employees and agents.

Item 7.  Exemption from Registration Claimed.

         No restricted securities are being reoffered or resold pursuant to this
Registration Statement.

Item 8.  Exhibits.

         Exhibit No.    Description

               4        1998 Employee Stock Purchase Plan

               5        Opinion of Pepper Hamilton LLP

               23.1     Consent of Arthur Andersen LLP

               23.2     Consent of Pepper Hamilton LLP (Included in Exhibit 5)

               24       Power of Attorney (See Signature Page)

Item 9.  Undertakings

         The undersigned registrant hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, 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;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in
                           aggregate, represent a fundamental change in the
                           information set forth in this registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in the 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 end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule


                                     II - 4

<PAGE>



                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% 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
                           this registration statement or any material change to
                           such information in this registration statement;
                           provided, however, that paragraphs (i) and (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 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in this 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 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.

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

                  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.


                                     II - 5

<PAGE>



                        SIGNATURES AND POWER OF ATTORNEY

         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 Newark, Delaware on November 30, 1998.


                                        STRATEGIC DIAGNOSTICS INC.


                                        By:  /s/ Richard C. Birkmeyer   
                                             -----------------------------------
                                             Richard C. Birkmeyer, President and
                                             Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard C. Birkmeyer, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, 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 attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute, may
lawfully 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 indicated:


<TABLE>
<CAPTION>
Name                                    Title                                   Date
----                                    -----                                   ----
<S>                                     <C>                                     <C> 
/s/ Richard C. Birkmeyer                President, Chief Executive              November 30, 1998
------------------------                Officer and Director         
Richard C. Birkmeyer                    (principal executive officer)
                                        

/s/ Arthur A. Koch                      Vice President - Finance and            November 30, 1998
------------------                      Chief Financial Officer 
Arthur A. Koch                          (principal financial and
                                        accounting officer)     
                                        
</TABLE>



                                                      II - 6

<PAGE>



<TABLE>
<CAPTION>
Name                                    Title                                   Date
----                                    -----                                   ----
<S>                                     <C>                                     <C> 
/s/ Richard J. Defieux                  Director                                November 30, 1998
----------------------
Richard J. Defieux

/s/ Robert E. Finnigan                  Director                                November 30, 1998
----------------------
Robert E. Finnigan

/s/ Stephen O. Jaeger                   Director                                November 30, 1998
---------------------
Stephen O. Jaeger

/s/ Kathleen E. Lamb                    Director                                November 30, 1998
--------------------
Kathleen E. Lamb

/s/ Curtis Lee Smith, Jr.               Director                                November 30, 1998
-------------------------
Curtis Lee Smith, Jr.

___________________                     Director                                November 30, 1998
Grover C. Wrenn

</TABLE>




                                     II - 7

<PAGE>



                                  EXHIBIT INDEX

Exhibit Numbers    Description
---------------    -----------

4                  1998 Employee Stock Purchase Plan

5                  Opinion of Pepper Hamilton LLP

23.1               Consent of Arthur Andersen LLP

23.2               Consent of Pepper Hamilton LLP (included in its opinion
                   filed as Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23444}]
{"company-data": {"conformed-name": "STRATEGIC DIAGNOSTICS INC/DE/", "cik": "0000911649", "assigned-sic": "2890", "irs-number": "561581761", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68107", "film-number": "98761623"}, "business-address": {"street1": "111 PENCADER DR", "city": "NEWARK", "state": "DE", "zip": "19702", "phone": "3024566789"}, "mail-address": {"street1": "111 PENCADER DR", "city": "NEWARK", "state": "DE", "zip": "19702"}, "former-company": {"former-conformed-name": "ENSYS ENVIRONMENTAL PRODUCTS INC /DE/", "date-changed": "19930907"}}
As filed with the Securities and Exchange Commission on November 30, 1998
                                                    Registration No. 333-______
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                           STRATEGIC DIAGNOSTICS INC.
             (Exact name of registrant as specified in its charter)

                    Delaware                                56-1581761
         (State or other jurisdiction of                   (I.R.S. employer
         incorporation or organization)                  Identification No.)

                           Strategic Diagnostics Inc.
                               111 Pencader Drive
                                Newark, DE 19702
                    (Address of Principal Executive Offices)
                         -------------------------------

                        1998 Employee Stock Purchase Plan
                            (Full title of the Plan)
                         -------------------------------

                              Richard C. Birkmeyer
                      President and Chief Executive Officer
                               111 Pencader Drive
                                Newark, DE 19702
                     (Name and Address of Agent for Service)

                                 (302) 456-6789
          (Telephone number, including area code of agent for service)

                          Copies of Communications to:

       Paul T. Porrini, Esquire                    Arthur A. Koch, Jr.
       Pepper Hamilton LLP                         Strategic Diagnostics Inc.
       1235 Westlakes Drive, Suite 400             111 Pencader Drive
       Berwyn, Pennsylvania 19312-2401             Newark, DE  19702

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                        Proposed Maximum                           
  Title of Securities to            Amount to Be       Offering Price Per           Proposed Maximum                Amount of
       Be Registered               Registered (1)          Share (2)          Aggregate Offering Price(2)      Registration Fee (2)
===================================================================================================================================
Common Stock, par
value $.01 per share                   661,157              $2.1875                  $1,446,281                      $402.07
===================================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends,
recapitalization or certain other capital adjustments. 
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low sale prices of the Registrant's Common
Stock reported on the NASDAQ National Market on November 27, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents which have been filed by Strategic Diagnostics
Inc. ("registrant" or the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1997;

         (b)      the Company's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, June 30 and September 30, 1998;

         (c)      the Company's current report on Form 8-K filed September 17,
                  1998; and

         (d)      the description of the Common Stock, of the Company contained
                  in the Company's Registration Statement on Form 8-A dated
                  September 15, 1993, including any amendments or reports filed
                  for the purpose of updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities.

         The Common Stock, which is the class of securities offered pursuant to
this Registration Statement, is registered under the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the Common Stock registered hereunder has been passed
upon for the Company by Pepper Hamilton LLP, 1235 Westlakes Drive, Suite 400,
Berwyn, Pennsylvania 19312.

                                     II - 1
Item 6.  Indemnification of Directors and Officers.

         Statutory Provisions

         Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
permits a corporation in its certificate of incorporation to eliminate or limit
the personal liability of a director to the corporation or its stockholders for
monetary damages for violations of a director's fiduciary duty as a director.
Registrant's Certificate of Incorporation includes such a provision. Such a
provision would have no effect on the availability of equitable remedies, such
as an injunction or rescission, for breach of fiduciary duty. In addition, no
such provision may eliminate or limit the liability of a director for: (i) any
breach of a director's duty of loyalty to the registrant or its stockholders;
(ii) acts and omissions not in good faith or acts which involve intentional
misconduct or knowing violations of law; (iii) liability for unlawful payment of
dividends or unlawful stock purchase or redemption under Section 174 of the
DGCL; or (iv) any transaction from which a director derives an improper personal
benefit.

         Section 145 of the DGCL provides that a corporation may indemnify any
person who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she 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 his or her conduct was unlawful. No indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Additionally, a
corporation is required to indemnify its directors and officers against expenses
to the extent that such directors or officers have been successful on the merits
or otherwise in any action, suit or proceeding or in defense of any claim, issue
or matter therein.

         Indemnification can be made by the corporation only upon a
determination that indemnification is proper in the circumstances because the
party seeking indemnification had met the applicable standard of conduct as set
forth in the DGCL. The indemnification provided by the DGCL shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. A corporation also has the power to purchase and
maintain insurance on behalf of any person, whether or not the corporation would
have the power to indemnify him or her against such liability. The
indemnification provided by the DGCL shall, unless otherwise provided when
authorized or ratified, continue as to a person who ceased to be a

                                     II - 2
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         Certificate of Incorporation and Bylaws

         The registrant's Certificate of Incorporation limits the registrant's
directors' liability for monetary damages to the registrant and its stockholders
for breaches of fiduciary duty to the fullest extent permitted under the DGCL.
In the event of any amendment to the DGCL at a later date to authorize corporate
action further limiting the personal liability of corporate directors, the
registrant's Certificate of Incorporation authorizes the registrant to limit
liability of the registrant's directors to the fullest extent permitted under
the DGCL at such later date. In addition, the registrant's Certificate of
Incorporation provides that any repeal or modification of the provisions
relating to indemnification by the stockholders of the registrant or by an
amendment to the DGCL will not affect any right or protection existing at the
time of such repeal or amendment with respect to any acts or omissions occurring
either before or after such repeal or amendment.

         The registrant's Bylaws provide that each person who is involved in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is a
director, officer, employee or agent of registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee or other benefit plans, will be
indemnified by the registrant to the fullest extent permitted by the DGCL, as
the same exists or may hereafter be amended, against any and all expenses
incurred in connection therewith, and such indemnification will continue as to a
person who has ceased to be a director, officer, employee or agent and will
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the registrant will indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the registrant's Board of Directors. The right
to indemnification will be a contractual right and will include the right to be
paid by the registrant the expenses incurred in defending any such proceeding in
advance of its final disposition upon receipt of an undertaking by the person
seeking indemnification to repay such payment if such person shall be
adjudicated or determined not to be entitled to indemnification. No
indemnification shall be provided to a person with respect to a matter as to
which such person shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that the action of such person was
in or not opposed to the best interests of the registrant. In the event that a
proceeding is settled or compromised, no indemnification shall be provided to
such person if there is a determination by a majority vote of the Board of
Directors of the registrant that, with respect to such matter, such person did
not act in good faith in the reasonable belief that his or her action was in or
not opposed to the best interests of the registrant. If more than half of the
members of the registrant's Board of Directors are involved in such proceeding,
the determination shall be made by a majority vote of a committee of one or more
disinterested director(s) chosen at a regular or special meeting.

                                     II - 3
The indemnification rights conferred by the registrant's Bylaws are not
exclusive of any other right to which a person seeking indemnification may be
entitled under law, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. The registrant may maintain insurance at its expense on
behalf of its directors, officers, employees and agents.

Item 7.  Exemption from Registration Claimed.

         No restricted securities are being reoffered or resold pursuant to this
Registration Statement.

Item 8.  Exhibits.

         Exhibit No.    Description

               4        1998 Employee Stock Purchase Plan

               5        Opinion of Pepper Hamilton LLP

               23.1     Consent of Arthur Andersen LLP

               23.2     Consent of Pepper Hamilton LLP (Included in Exhibit 5)

               24       Power of Attorney (See Signature Page)

Item 9.  Undertakings

         The undersigned registrant hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, 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;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in
                           aggregate, represent a fundamental change in the
                           information set forth in this registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in the 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 end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule

                                     II - 4
424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% 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
                           this registration statement or any material change to
                           such information in this registration statement;
                           provided, however, that paragraphs (i) and (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 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in this 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 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.

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

                  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.

                                     II - 5
SIGNATURES AND POWER OF ATTORNEY

         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 Newark, Delaware on November 30, 1998.

                                        STRATEGIC DIAGNOSTICS INC.

                                        By:  /s/ Richard C. Birkmeyer   
                                             -----------------------------------
                                             Richard C. Birkmeyer, President and
                                             Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard C. Birkmeyer, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, 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 attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute, may
lawfully 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 indicated:
Name                                    Title                                   Date
----                                    -----                                   ----
/s/ Richard C. Birkmeyer                President, Chief Executive              November 30, 1998
------------------------                Officer and Director         
Richard C. Birkmeyer                    (principal executive officer)
                                        

/s/ Arthur A. Koch                      Vice President - Finance and            November 30, 1998
------------------                      Chief Financial Officer 
Arthur A. Koch                          (principal financial and
                                        accounting officer)
II - 6
Name                                    Title                                   Date
----                                    -----                                   ----
/s/ Richard J. Defieux                  Director                                November 30, 1998
----------------------
Richard J. Defieux

/s/ Robert E. Finnigan                  Director                                November 30, 1998
----------------------
Robert E. Finnigan

/s/ Stephen O. Jaeger                   Director                                November 30, 1998
---------------------
Stephen O. Jaeger

/s/ Kathleen E. Lamb                    Director                                November 30, 1998
--------------------
Kathleen E. Lamb

/s/ Curtis Lee Smith, Jr.               Director                                November 30, 1998
-------------------------
Curtis Lee Smith, Jr.

___________________                     Director                                November 30, 1998
Grover C. Wrenn
II - 7
EXHIBIT INDEX

Exhibit Numbers    Description
---------------    -----------

4                  1998 Employee Stock Purchase Plan

5                  Opinion of Pepper Hamilton LLP

23.1               Consent of Arthur Andersen LLP

23.2               Consent of Pepper Hamilton LLP (included in its opinion
                   filed as Exhibit 5)