<PAGE>
      As filed with the Securities and Exchange Commission on November 13, 1996
                                                    Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

                                     UROCOR, INC.
                (Exact name of registrant as specified in its charter)

            DELAWARE                                       75-2117882
  (State or other jurisdiction of                        (I.R.S Employer
   incorporation or organization)                        Identification No.)

          800 RESEARCH PARKWAY
        OKLAHOMA CITY, OKLAHOMA                                 73104
(Address of Principal Executive Offices)                      (Zip Code)


            UROCOR, INC. AMENDED AND RESTATED 1992 STOCK OPTION PLAN
                              (Full title of the plan)

                                 WILLIAM A. HAGSTROM
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                     UROCOR, INC.
                                 800 RESEARCH PARKWAY
                            OKLAHOMA CITY, OKLAHOMA  73104
                       (Name and address of agent for service)

                                     405/290-4000
            (Telephone number, including area code, of agent for service)

                                       COPY TO:

                              FULBRIGHT & JAWORSKI L.L.P.
                               1301 MCKINNEY, SUITE 5100
                                  HOUSTON, TEXAS 77010
                                    (713) 651-5151
                              ATTENTION:  ROBERT E. WILSON

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.  /X/

                           CALCULATION OF REGISTRATION FEE

<TABLE>
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO                                PROPOSED MAXIMUM                PROPOSED MAXIMUM            AMOUNT OF
    BE REGISTERED        AMOUNT TO BE REGISTERED   OFFERING PRICE PER SHARE (1)  AGGREGATE OFFERING PRICE (1)  REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                         <C>                         <C>                           <C>
Common Stock, $.01         
par value                  1,314,063 shares (2)              $9.82                     $12,904,098                  $3,911
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
    calculating the registration fee on the basis of the average of the high
    and low prices of the Common Stock as reported by the Nasdaq Stock Market
    on November 6, 1996.

(2) Includes an indeterminable number of shares of Common Stock issuable as a
    result of the anti-dilution provisions of the Amended and Restated 1992
    Stock Option Plan.

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

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         1.   The Registration Statement on Form S-1 (Reg. No. 333-3182) of
UroCor, Inc., a Delaware corporation (the "Registrant"), filed April 3, 1996, as
amended, with the Securities and Exchange Commission (the "Commission").

         2.   The Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1996 of the Registrant, filed August 12, 1996 with the Commission.

         3.   The Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996 of the Registrant, filed November 13, 1996 with the
Commission.

         4.   The description of the Registrant's common stock, $.01 par value
(the "Common Stock"), contained in a registration statement on Form 8-A filed
with the Commission on April 26, 1996, including any amendment or report filed
for the purpose of updating such description.

    b.   All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered 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.

    Article X of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for mandatory indemnification to at least the extent specifically
allowed by Section 145 of the General Corporation Law of the State of Delaware
(the "GCL").

    Pursuant to Section 145 of the GCL, the Registrant generally has the power
to indemnify its current and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit to
which they are, or threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was lawful.  With respect to suits by or in the
right of the Registrant, however, indemnification generally is limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the Registrant unless the court determines that
indemnification is appropriate.  The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant also has the power to purchase and maintain insurance for such
persons.

    The above discussion of the Registrant's By-laws and Section 145 of the GCL
is not intended to be exhaustive and is qualified in its entirety by such
document and such statute.



                                   II-1

<PAGE>

    The Registrant has entered into indemnification agreements with its
directors, executive officers and certain key employees that generally obligate
the Registrant to indemnify such persons to the extent permitted under the GCL.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


ITEM 8.   EXHIBITS.

          4.1  --   Restated Certificate of Incorporation of the Registrant
                    (incorporated by reference to Exhibit 3.1 to the
                    Registrant's Registration Statement on Form S-1 (Reg. No.
                    333-3182), filed with the Commission on April 3, 1996).

          4.2  --   Amended and Restated By-laws of the Registrant (incorporated
                    by reference to Exhibit 3.2 to the Registrant's Registration
                    Statement on Form S-1 (Reg. No. 333-3182), filed with the
                    Commission on April 3, 1996).

          4.3  --   Form of Common Stock Certificate (incorporated by reference
                    to Exhibit 4.1 to Amendment No. 2 to the Registrant's
                    Registration Statement on Form S-1 (Reg. No. 333-3182),
                    filed with the Commission on May 10, 1996).

          4.4  --   UroCor, Inc. Amended and Restated 1992 Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 to the
                    Registrant's Registration Statement on Form S-1 (Reg. No.
                    333-3182), filed with the Commission on April 3, 1996).

          5.1  --   Opinion of Fulbright & Jaworski L.L.P.

         23.1  --   Consent of Arthur Andersen LLP.

         23.2  --   Consent of Fulbright & Jaworski L.L.P. (included in
                    Exhibit 5.1).

         24.1  --   Powers of Attorney (contained on page II-4).


ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or the
               most recent post-effective amendment hereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in this 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 end 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%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement; and



                                   II-2

<PAGE>

              (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) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), that are
         incorporated by reference in this Registration Statement.

         (2)  That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         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.

         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 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.

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. 

                                     II-3

<PAGE>

                                  SIGNATURES

         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 Oklahoma City, State of Oklahoma, 
on the 13th day of November, 1996.

               UROCOR, INC.


               By: /s/ WILLIAM A. HAGSTROM                                     
                   ------------------------------------------------------------
                   William A. Hagstrom
                   Chairman of the Board, President and Chief Executive Officer

         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.

                                  POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature 
appears below constitutes and appoints William A. Hagstrom and Socrates H. 
Choumbakos, and each of them, his true and lawful attorney-in-fact and agent, 
with full power of substitution and resubstitution, for him and in his 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 and all exhibits thereto, and all documents in connection 
therewith, with the Securities and Exchange Commission, granting said 
attorney-in-fact and agent, 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 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 either of them, or their or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.


<TABLE>

        Signature                         Title                              Date
        ---------                         -----                              ----

<S>                           <C>                                      <C>
/s/ WILLIAM A. HAGSTROM       Chairman of the Board, President         November 13, 1996
--------------------------    and Chief Executive Officer
William A. Hagstrom           (Principal Executive Officer)


/s/ SOCRATES H. CHOUMBAKOS    Vice President Corporate Development,    November 13, 1996
--------------------------    Chief Financial Officer and Secretary
Socrates H. Choumbakos        (Principal Financial Officer)


/s/ MICHAEL N. MCDONALD       Director of Finance and                  November 13, 1996
--------------------------    Administration and Treasurer 
Michael N. McDonald           (Principal Accounting Officer)


/s/ PAUL A. BROWN, M.D.       Director                                 November 13, 1996
--------------------------
Paul A. Brown, M.D.


/s/ HERBERT J. CONRAD         Director                                 November 13, 1996
--------------------------
Herbert J. Conrad


/s/ MICHAEL E. HERBERT        Director                                 November 13, 1996
--------------------------
Michael E. Herbert


/s/ LOUIS M. SHERWOOD, M.D.   Director                                 November 13, 1996
--------------------------
Louis M. Sherwood, M.D.


/s/ DON E. SPYRISON           Director                                 November 13, 1996
--------------------------
Don E. Spyrison


/s/ JOE D. TIPPENS            Director                                 November 13, 1996
--------------------------
Joe D. Tippens

</TABLE>

                                     II-4

<PAGE>

                                EXHIBIT INDEX


EXHIBIT NUMBER                   DESCRIPTION                     PAGE NUMBER

     4.1          Restated Certificate of Incorporation of
                  the Registrant (incorporated by reference
                  to Exhibit 3.1 to the Registrant's
                  Registration Statement on Form S-1 (Reg.
                  No. 333-3182), filed with the Commission
                  on April 3, 1996).

     4.2          Amended and Restated By-laws of the
                  Registrant (incorporated by reference to
                  Exhibit 3.2 to the Registrant's
                  Registration Statement on Form S-1 (Reg.
                  No. 333-3182), filed with the Commission
                  on April 3, 1996).

     4.3          Form of Common Stock Certificate
                  (incorporated by reference to Exhibit 4.1
                  to Amendment No. 2 to the Registrant's
                  Registration Statement on Form S-1 (Reg.
                  No. 333-3182), filed with the Commission
                  on May 10, 1996).

     4.4          UroCor, Inc. Amended and Restated 1992
                  Stock Option Plan (incorporated by
                  reference to Exhibit 10.1 to the
                  Registrant's Registration Statement on
                  Form S-1 (Reg. No. 333-3182), filed with
                  the Commission on April 3, 1996).

     5.1          Opinion of Fulbright & Jaworski L.L.P.

    23.1          Consent of Arthur Andersen LLP.

    23.2          Consent of Fulbright & Jaworski L.L.P.
                  (included in Exhibit 5.1).

    24.1          Powers of Attorney (contained on page II-4).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19502}]
{"company-data": {"conformed-name": "UROCOR INC", "cik": "0000946945", "assigned-sic": "8071", "irs-number": "752117882", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16075", "film-number": "96662434"}, "business-address": {"street1": "800 RESEARCH PARKWAY", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73104", "phone": "4052904000"}, "mail-address": {"street1": "800 RESEARCH PKWY", "street2": "800 RESEARCH PKWY", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73104"}}
As filed with the Securities and Exchange Commission on November 13, 1996
                                                    Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

                                     UROCOR, INC.
                (Exact name of registrant as specified in its charter)

            DELAWARE                                       75-2117882
  (State or other jurisdiction of                        (I.R.S Employer
   incorporation or organization)                        Identification No.)

          800 RESEARCH PARKWAY
        OKLAHOMA CITY, OKLAHOMA                                 73104
(Address of Principal Executive Offices)                      (Zip Code)

            UROCOR, INC. AMENDED AND RESTATED 1992 STOCK OPTION PLAN
                              (Full title of the plan)

                                 WILLIAM A. HAGSTROM
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                     UROCOR, INC.
                                 800 RESEARCH PARKWAY
                            OKLAHOMA CITY, OKLAHOMA  73104
                       (Name and address of agent for service)

                                     405/290-4000
            (Telephone number, including area code, of agent for service)

                                       COPY TO:

                              FULBRIGHT & JAWORSKI L.L.P.
                               1301 MCKINNEY, SUITE 5100
                                  HOUSTON, TEXAS 77010
                                    (713) 651-5151
                              ATTENTION:  ROBERT E. WILSON

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.  /X/

                           CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO                                PROPOSED MAXIMUM                PROPOSED MAXIMUM            AMOUNT OF
    BE REGISTERED        AMOUNT TO BE REGISTERED   OFFERING PRICE PER SHARE (1)  AGGREGATE OFFERING PRICE (1)  REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01         
par value                  1,314,063 shares (2)              $9.82                     $12,904,098                  $3,911
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
    calculating the registration fee on the basis of the average of the high
    and low prices of the Common Stock as reported by the Nasdaq Stock Market
    on November 6, 1996.

(2) Includes an indeterminable number of shares of Common Stock issuable as a
    result of the anti-dilution provisions of the Amended and Restated 1992
    Stock Option Plan.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         1.   The Registration Statement on Form S-1 (Reg. No. 333-3182) of
UroCor, Inc., a Delaware corporation (the "Registrant"), filed April 3, 1996, as
amended, with the Securities and Exchange Commission (the "Commission").

         2.   The Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1996 of the Registrant, filed August 12, 1996 with the Commission.

         3.   The Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996 of the Registrant, filed November 13, 1996 with the
Commission.

         4.   The description of the Registrant's common stock, $.01 par value
(the "Common Stock"), contained in a registration statement on Form 8-A filed
with the Commission on April 26, 1996, including any amendment or report filed
for the purpose of updating such description.

    b.   All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered 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.

    Article X of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for mandatory indemnification to at least the extent specifically
allowed by Section 145 of the General Corporation Law of the State of Delaware
(the "GCL").

    Pursuant to Section 145 of the GCL, the Registrant generally has the power
to indemnify its current and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit to
which they are, or threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was lawful.  With respect to suits by or in the
right of the Registrant, however, indemnification generally is limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the Registrant unless the court determines that
indemnification is appropriate.  The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant also has the power to purchase and maintain insurance for such
persons.

    The above discussion of the Registrant's By-laws and Section 145 of the GCL
is not intended to be exhaustive and is qualified in its entirety by such
document and such statute.

                                   II-1
The Registrant has entered into indemnification agreements with its
directors, executive officers and certain key employees that generally obligate
the Registrant to indemnify such persons to the extent permitted under the GCL.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1  --   Restated Certificate of Incorporation of the Registrant
                    (incorporated by reference to Exhibit 3.1 to the
                    Registrant's Registration Statement on Form S-1 (Reg. No.
                    333-3182), filed with the Commission on April 3, 1996).

          4.2  --   Amended and Restated By-laws of the Registrant (incorporated
                    by reference to Exhibit 3.2 to the Registrant's Registration
                    Statement on Form S-1 (Reg. No. 333-3182), filed with the
                    Commission on April 3, 1996).

          4.3  --   Form of Common Stock Certificate (incorporated by reference
                    to Exhibit 4.1 to Amendment No. 2 to the Registrant's
                    Registration Statement on Form S-1 (Reg. No. 333-3182),
                    filed with the Commission on May 10, 1996).

          4.4  --   UroCor, Inc. Amended and Restated 1992 Stock Option Plan
                    (incorporated by reference to Exhibit 10.1 to the
                    Registrant's Registration Statement on Form S-1 (Reg. No.
                    333-3182), filed with the Commission on April 3, 1996).

          5.1  --   Opinion of Fulbright & Jaworski L.L.P.

         23.1  --   Consent of Arthur Andersen LLP.

         23.2  --   Consent of Fulbright & Jaworski L.L.P. (included in
                    Exhibit 5.1).

         24.1  --   Powers of Attorney (contained on page II-4).

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or the
               most recent post-effective amendment hereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in this 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 end 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%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement; and

                                   II-2
(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) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), that are
         incorporated by reference in this Registration Statement.

         (2)  That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         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.

         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 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.

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. 

                                     II-3
SIGNATURES

         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 Oklahoma City, State of Oklahoma, 
on the 13th day of November, 1996.

               UROCOR, INC.

               By: /s/ WILLIAM A. HAGSTROM                                     
                   ------------------------------------------------------------
                   William A. Hagstrom
                   Chairman of the Board, President and Chief Executive Officer

         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.

                                  POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature 
appears below constitutes and appoints William A. Hagstrom and Socrates H. 
Choumbakos, and each of them, his true and lawful attorney-in-fact and agent, 
with full power of substitution and resubstitution, for him and in his 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 and all exhibits thereto, and all documents in connection 
therewith, with the Securities and Exchange Commission, granting said 
attorney-in-fact and agent, 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 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 either of them, or their or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

        Signature                         Title                              Date
        ---------                         -----                              ----
/s/ WILLIAM A. HAGSTROM       Chairman of the Board, President         November 13, 1996
--------------------------    and Chief Executive Officer
William A. Hagstrom           (Principal Executive Officer)

/s/ SOCRATES H. CHOUMBAKOS    Vice President Corporate Development,    November 13, 1996
--------------------------    Chief Financial Officer and Secretary
Socrates H. Choumbakos        (Principal Financial Officer)

/s/ MICHAEL N. MCDONALD       Director of Finance and                  November 13, 1996
--------------------------    Administration and Treasurer 
Michael N. McDonald           (Principal Accounting Officer)

/s/ PAUL A. BROWN, M.D.       Director                                 November 13, 1996
--------------------------
Paul A. Brown, M.D.

/s/ HERBERT J. CONRAD         Director                                 November 13, 1996
--------------------------
Herbert J. Conrad

/s/ MICHAEL E. HERBERT        Director                                 November 13, 1996
--------------------------
Michael E. Herbert

/s/ LOUIS M. SHERWOOD, M.D.   Director                                 November 13, 1996
--------------------------
Louis M. Sherwood, M.D.

/s/ DON E. SPYRISON           Director                                 November 13, 1996
--------------------------
Don E. Spyrison

/s/ JOE D. TIPPENS            Director                                 November 13, 1996
--------------------------
Joe D. Tippens
II-4
EXHIBIT INDEX

EXHIBIT NUMBER                   DESCRIPTION                     PAGE NUMBER

     4.1          Restated Certificate of Incorporation of
                  the Registrant (incorporated by reference
                  to Exhibit 3.1 to the Registrant's
                  Registration Statement on Form S-1 (Reg.
                  No. 333-3182), filed with the Commission
                  on April 3, 1996).

     4.2          Amended and Restated By-laws of the
                  Registrant (incorporated by reference to
                  Exhibit 3.2 to the Registrant's
                  Registration Statement on Form S-1 (Reg.
                  No. 333-3182), filed with the Commission
                  on April 3, 1996).

     4.3          Form of Common Stock Certificate
                  (incorporated by reference to Exhibit 4.1
                  to Amendment No. 2 to the Registrant's
                  Registration Statement on Form S-1 (Reg.
                  No. 333-3182), filed with the Commission
                  on May 10, 1996).

     4.4          UroCor, Inc. Amended and Restated 1992
                  Stock Option Plan (incorporated by
                  reference to Exhibit 10.1 to the
                  Registrant's Registration Statement on
                  Form S-1 (Reg. No. 333-3182), filed with
                  the Commission on April 3, 1996).

     5.1          Opinion of Fulbright & Jaworski L.L.P.

    23.1          Consent of Arthur Andersen LLP.

    23.2          Consent of Fulbright & Jaworski L.L.P.
                  (included in Exhibit 5.1).

    24.1          Powers of Attorney (contained on page II-4).