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<p align="right"><font size="3" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on January 12, 2000<br>
                                               Registration No. 333-________
</strong></font></p>

<DIV align=left>
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</DIV>
<DIV align=left>
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</DIV>

<p align="center"><font size="3"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>

<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="5"><strong>FORM S-8</strong></center></font>


<p align="center"><font size="3"><strong>
                             REGISTRATION STATEMENT<br>
                                    Under<br>
                       The Securities Act of 1933
</strong>

<HR align=center SIZE=2 width="25%">

<p align="center"><font size="6" color="#0000FF"><strong>
                         <u> SANGSTAT MEDICAL CORPORATION</u>
</strong></font></br>
<font size="2">
                    (Exact name of registrant as specified in its charter)



<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>94-3076-069</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><strong>
                          6300 Dumbarton Circle<br>
                          <u> Fremont, California &nbsp;&nbsp;94555<br>
</strong></font></u><br>

<font size="2">
       (Address of principal executive offices, including zip code)</P>

<HR align=center SIZE=2 width="25%">
<p align="center"><font size="3"><strong>
                     SANGSTAT MEDICAL CORPORATION<br>
                       1993 Stock Option Plan<br>
                   1996 Non-Employee Directors Stock Option Plan<br>
</strong><font size="2">
                        (Full title of the Plans)
</font></p>
<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="3"><strong>
                           Stephen G. Dance<br>
                       Chief Financial Officer<br>
                    SANGSTAT MEDICAL CORPORATION<br>
                        6300 Dumbarton Circle<br>
                       Fremont, California 94555<br>

</strong><font size="2">
                 (Name and address of agent for service)
</font></p>


<p align="center"><font size="3"><strong>
                                (510) 789-4300<br>
</strong><font size="2">
(Telephone number, including area code, of agent for service)
</font></p>

<HR align=center SIZE=2 width="25%">



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<br>
<br>
<br>
<br>

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</DIV>
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</DIV>

<p align="center"><font size="3"><strong>
                         CALCULATION OF REGISTRATION FEE
</strong></font>
<HR align=left SIZE=2 width="100%">


<pre>

                                           Proposed      Proposed
                                            Maximum       Maximum
          Title of              Amount     Offering      Aggregate      Amount of
         Securities             to be      Price Per     Offering      Registration
      to be Registered       Registered(1) Share(2)      Price(2)          Fee
---------------------------- ------------ ----------- --------------- --------------

<u>1993 Stock Option Plan</u>
  Options                      1,300,000      $31.00     $40,300,000     $10,639.20
  Common Stock
   (par value $0.001)          1,300,000
                                   shares


<u>1996 Non-Employee
Directors Stock Option Plan</u>
  Options                        250,000      $31.00      $7,750,000      $2,046.00
  Common Stock
   (par value $0.001)            250,000
                                   shares

</pre>




<BLOCKQUOTE>

<p>(1)     This Registration Statement shall also cover any additional shares of Common Stock
which become issuable under the 1993 Stock Option Plan or the 1996 Non-Employee
Directors Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the outstanding shares
of Common Stock of SangStat Medical Corporation.

<p>(2)     Calculated solely for purposes of this offering under Rule 457(h) of the Securities
Act of 1933, as amended, on the basis of the average of the high and low prices per
share of Common Stock of SangStat Medical Corporation on January 12, 2000.



</BLOCKQUOTE>


<p align="center"><font size="3"><strong>
                                              PART II<br>
<br>
                  Information Required in the Registration Statement
</strong>


<p><strong>Item 3. Incorporation of Documents by Reference </strong>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SangStat Medical Corporation ("SangStat") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):


<BLOCKQUOTE>
<p>(a) SangStat's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998

<p>(b)

<BLOCKQUOTE>
<p>(1)  SangStat's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999;

<p>(2) SangStat's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999;

<p>(3) SangStat's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999,  and;
</BLOCKQUOTE>
<p>(c)     SangStat's Registration Statement No. 0-22890 on Form 8-B filed
with the SEC on December 4, 1995 under Section 12 of the
Securities Exchange Act of 1934 (the "1934 Act") in which there
is described the terms, rights and provisions applicable to
SangStat's outstanding Common Stock.

</BLOCKQUOTE>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and definitive proxy or information statements filed under
the Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.


<p><strong>Item 4. Description of Securities</strong>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.


<p><strong>Item 5. Interests of Named Experts and Counsel</strong>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.



<p><strong>Item 6. Indemnification of Directors and Officers</strong>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "1933 Act").  SangStat's Bylaws provide for mandatory indemnification
of its directors and permissible indemnification of officers, employees and
other agents to the maximum extent permitted by the Delaware General
Corporation Law.  SangStat's Certificate of Incorporation provides that, under
the Delaware law, its directors shall not be liable for monetary damages for
breach of their fiduciary duty as directors to SangStat and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
fiduciary duty of the directors, and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law.  In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to SangStat
for acts or omissions not in good faith or involving intentional misconduct,
for knowing violations of law, for actions leading to improper personal
benefit to the director and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law.  The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental
laws.  SangStat has entered into Indemnification Agreements with its officers
and directors.  The Indemnification Agreements provide SangStat's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law.



<p><strong>Item 7. Exemption from Registration Claimed</strong>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.



<p><strong>Item 8. Exhibits</strong>


<P>&nbsp;
<TABLE COLS=2 WIDTH="75%" >
  <TR vAlign=bottom>
<TD>
<font size="3"><strong>
<CENTER><u>Exhibit Number</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<u>Exhibit</u>
</font></strong>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp; 4</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Instrument Defining Rights of Stockholders.  Reference is made
to Registrant's  Registration Statement No. 0-22890 on Form 8-
B, which is incorporated herein by reference under the Item
3(c) of this Registration Statement.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp; 5</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp;23.1</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Consent of Deloitte & Touche LLP, Independent Auditors.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp;23.2</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp;24</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Power of Attorney.  Reference is made to page II-4 of this
Registration Statement.
</font>
</TD>
</TR>
</TABLE>


<p><strong>Item 9. Undertakings</strong>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A. SangStat hereby undertakes:

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

<BLOCKQUOTE>
<p>(i) to include any prospectus required by
Section 10(a)(3) of the 1933 Act,


<p>(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 the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement and


<p>(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 clauses (1)(i) and (1)(ii)
shall 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 SEC by SangStat under the
Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration
Statement;
</BLOCKQUOTE>

<p>(2) that for the purpose of determining any liability under the
1933 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 and


<p>(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 SangStat's 1993 Stock Option Plan
and/or 1996 Non-Employee Directors Stock Option Plan.

</BLOCKQUOTE>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B. SangStat hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of SangStat's annual report
under the Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of
SangStat under the  indemnification provisions summarized in Item 6 or
otherwise, SangStat has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by SangStat of expenses
incurred or paid by a director, officer or controlling person of SangStat 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, SangStat 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 1933 Act and will be governed by the
final adjudication of such issue.




<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>
<P ALIGN="CENTER"><strong>
                               SIGNATURES
</strong>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the requirements of the
Securities Act of 1933, as amended,  SangStat 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 Fremont, State of California on this
12<font size="2"><SUP>th</SUP></font size="2"> day of January, 2000.


<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
        SANGSTAT MEDICAL CORPORATION
</TD></TR></TABLE>

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  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
<I>(Registrant)</I>
</TD></TR></TABLE>


<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align=left>
/s/ Jean-Jacques Bienaime
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
          Jean-Jacques Bienaime
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I>
                President, Chief Executive Officer and  Director
  </I></TD></TR></TABLE></P>


<p align="center"><strong>
                      POWER OF ATTORNEY
</strong>


<p><strong>KNOW ALL PERSONS BY THESE PRESENTS:</strong>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That the undersigned officers and directors of SangStat Medical
Corporation, a Delaware corporation, do hereby constitute and appoint Jean-
Jacques Bienaime and Carole L. Nuechterlein, or either of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys
and agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all instruments
or documents filed as part of or in conjunction with this Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents, or either one
of them, shall do or cause to be done by virtue hereof.  This Power of
Attorney may be signed in several counterparts.

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.


<pre>

        Signature                         Title                      Date
--------------------------  ----------------------------------  --------------
/s/ Jean-Jacques Bienaime   President, Chief Executive          December 9, 1999
--------------------------  Officer and Director
  Jean-Jacques Bienaime     (Principal Executive Officer)


/s/ Stephen G. Dance        Chief Financial Officer             December 9, 1999
--------------------------  (Principal Financial and
  Stephen G. Dance          Accounting Officer)


/s/ Philippe Pouletty       Chairman of the Board               December 9, 1999
--------------------------
  Philippe Pouletty


/s/ Frederic J. Feldman     Director                            December 9, 1999
--------------------------
  Frederic J. Feldman


/s/ Elizabeth Greetham      Director                            December 9, 1999
--------------------------
  Elizabeth Greetham


/s/ Richard D. Murdock      Director                            December 9, 1999
--------------------------
  Richard D. Murdock


/s/ Andrew J. Perlman                                           December 9, 1999
--------------------------
  Andrew J. Perlman


/s/ Vincent R. Worms                                            December 9, 1999
--------------------------
  Vincent R. Worms

</pre>


<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>

<P ALIGN="CENTER"><strong>
                             EXHIBIT INDEX
</strong>


<P>&nbsp;
<TABLE COLS=2 WIDTH="75%" >
  <TR vAlign=bottom>
<TD>
<font size="3"><strong>
<CENTER><u>Exhibit Number</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<u>Exhibit</u>
</font></strong>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp; 4</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Instrument Defining Rights of Stockholders.  Reference is made
to Registrant's  Registration Statement No. 0-22890 on Form 8-
B, which is incorporated herein by reference under the Item
3(c) of this Registration Statement.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp; 5</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp;23.1</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Consent of Deloitte & Touche LLP, Independent Auditors.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp;23.2</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
<CENTER>&nbsp;24</CENTER>
</font>
</TD>
    <TD align=left>
<font size="3">
Power of Attorney.  Reference is made to page II-4 of this
Registration Statement.
</font>
</TD>
</TR>
</TABLE>




<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>

</body>
</HTML>
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S-8 doc
As filed with the Securities and Exchange Commission on January 12, 2000
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SANGSTAT MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
94-3076-069
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
6300 Dumbarton Circle
Fremont, California   94555
(Address of principal executive offices, including zip code)
SANGSTAT MEDICAL CORPORATION
1993 Stock Option Plan
1996 Non-Employee Directors Stock Option Plan
(Full title of the Plans)
Stephen G. Dance
Chief Financial Officer
SANGSTAT MEDICAL CORPORATION
6300 Dumbarton Circle
Fremont, California 94555
(Name and address of agent for service)
(510) 789-4300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                            Maximum       Maximum
          Title of              Amount     Offering      Aggregate      Amount of
         Securities             to be      Price Per     Offering      Registration
      to be Registered       Registered(1) Share(2)      Price(2)          Fee
---------------------------- ------------ ----------- --------------- --------------
1993 Stock Option Plan
Options                      1,300,000      $31.00     $40,300,000     $10,639.20
  Common Stock
   (par value $0.001)          1,300,000
                                   shares
1996 Non-Employee
Directors Stock Option Plan
Options                        250,000      $31.00      $7,750,000      $2,046.00
  Common Stock
   (par value $0.001)            250,000
                                   shares
(1)     This Registration Statement shall also cover any additional shares of Common Stock
which become issuable under the 1993 Stock Option Plan or the 1996 Non-Employee
Directors Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the outstanding shares
of Common Stock of SangStat Medical Corporation.
(2)     Calculated solely for purposes of this offering under Rule 457(h) of the Securities
Act of 1933, as amended, on the basis of the average of the high and low prices per
share of Common Stock of SangStat Medical Corporation on January 12, 2000.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
SangStat Medical Corporation ("SangStat") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) SangStat's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998
(b)
(1)  SangStat's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999;
(2) SangStat's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999;
(3) SangStat's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999,  and;
(c)     SangStat's Registration Statement No. 0-22890 on Form 8-B filed
with the SEC on December 4, 1995 under Section 12 of the
Securities Exchange Act of 1934 (the "1934 Act") in which there
is described the terms, rights and provisions applicable to
SangStat's outstanding Common Stock.
All reports and definitive proxy or information statements filed under
the Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into 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
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "1933 Act").  SangStat's Bylaws provide for mandatory indemnification
of its directors and permissible indemnification of officers, employees and
other agents to the maximum extent permitted by the Delaware General
Corporation Law.  SangStat's Certificate of Incorporation provides that, under
the Delaware law, its directors shall not be liable for monetary damages for
breach of their fiduciary duty as directors to SangStat and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
fiduciary duty of the directors, and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law.  In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to SangStat
for acts or omissions not in good faith or involving intentional misconduct,
for knowing violations of law, for actions leading to improper personal
benefit to the director and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law.  The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental
laws.  SangStat has entered into Indemnification Agreements with its officers
and directors.  The Indemnification Agreements provide SangStat's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number
Exhibit
4
Instrument Defining Rights of Stockholders.  Reference is made
to Registrant's  Registration Statement No. 0-22890 on Form 8-
B, which is incorporated herein by reference under the Item
3(c) of this Registration Statement.
5
Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1
Consent of Deloitte & Touche LLP, Independent Auditors.
23.2
Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24
Power of Attorney.  Reference is made to page II-4 of this
Registration Statement.
Item 9. Undertakings
A. SangStat 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 1933 Act,
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed
in this Registration Statement or any material change
to such information in this Registration Statement;
provided, however, that clauses (1)(i) and (1)(ii)
shall 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 SEC by SangStat under the
Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration
Statement;
(2) that for the purpose of determining any liability under the
1933 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 and
(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 SangStat's 1993 Stock Option Plan
and/or 1996 Non-Employee Directors Stock Option Plan.
B. SangStat hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of SangStat's annual report
under the Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of
SangStat under the  indemnification provisions summarized in Item 6 or
otherwise, SangStat has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by SangStat of expenses
incurred or paid by a director, officer or controlling person of SangStat 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, SangStat 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 1933 Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Under the requirements of the
Securities Act of 1933, as amended,  SangStat 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 Fremont, State of California on this
12
th
day of January, 2000.
SANGSTAT MEDICAL CORPORATION
(Registrant)
By:
/s/ Jean-Jacques Bienaime
Jean-Jacques Bienaime
President, Chief Executive Officer and  Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of SangStat Medical
Corporation, a Delaware corporation, do hereby constitute and appoint Jean-
Jacques Bienaime and Carole L. Nuechterlein, or either of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys
and agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers
granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all instruments
or documents filed as part of or in conjunction with this Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents, or either one
of them, shall do or cause to be done by virtue hereof.  This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Under the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                         Title                      Date
--------------------------  ----------------------------------  --------------
/s/ Jean-Jacques Bienaime   President, Chief Executive          December 9, 1999
--------------------------  Officer and Director
  Jean-Jacques Bienaime     (Principal Executive Officer)

/s/ Stephen G. Dance        Chief Financial Officer             December 9, 1999
--------------------------  (Principal Financial and
  Stephen G. Dance          Accounting Officer)

/s/ Philippe Pouletty       Chairman of the Board               December 9, 1999
--------------------------
  Philippe Pouletty

/s/ Frederic J. Feldman     Director                            December 9, 1999
--------------------------
  Frederic J. Feldman

/s/ Elizabeth Greetham      Director                            December 9, 1999
--------------------------
  Elizabeth Greetham

/s/ Richard D. Murdock      Director                            December 9, 1999
--------------------------
  Richard D. Murdock

/s/ Andrew J. Perlman                                           December 9, 1999
--------------------------
  Andrew J. Perlman

/s/ Vincent R. Worms                                            December 9, 1999
--------------------------
  Vincent R. Worms
EXHIBIT INDEX
Exhibit Number
Exhibit
4
Instrument Defining Rights of Stockholders.  Reference is made
to Registrant's  Registration Statement No. 0-22890 on Form 8-
B, which is incorporated herein by reference under the Item
3(c) of this Registration Statement.
5
Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1
Consent of Deloitte & Touche LLP, Independent Auditors.
23.2
Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24
Power of Attorney.  Reference is made to page II-4 of this
Registration Statement.