<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1999
Registration No 333-. _________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

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

                               LAB HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
 MISSOURI                                                          43-1039532
 (State or other jurisdiction                                (I.R.S. Employer
 of incorporation or organization)                     Identification Number)
         5000 West 95th Street, Suite 260, Shawnee Mission, Kansas 66207
                                 (913) 648-3600
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                               LAB HOLDINGS, INC.
                        1997 DIRECTORS' STOCK OPTION PLAN
                                   __________
          
                              John H. Calvert, Esq.
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                           Kansas City, Missouri 64108
                                 (816) 460-5807
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:
                                P. Anthony Jacobs
                      President and Chief Executive Officer
                               Lab Holdings, Inc.
                        5000 West 95th Street, Suite 260
                          Shawnee Mission, Kansas 66207
                                 (913) 648-3600

                         CALCULATION OF REGISTRATION FEE

================================================================================
Title of                                            Proposed
Each Class of                      Proposed         Maximum        
Securities                         Maximum          Aggregate     Amount of
To Be           Amount to be       Offering Price   Offering      Registration
Registered      Registered(1)      Per Unit(2)      Price(2)      Fee           
--------------------------------------------------------------------------------
Common Stock, 
$1.00 par value......90,000           $14.50       $1,305,000        $363

================================================================================
(1)      Plus  such  additional  amount which  may result from plan adjustments,
         stock  splits, stock dividends or similar transactions  with respect to
         undistributed shares.
<PAGE>
(2)      Pursuant to Rule 457(c) and (h), and solely for purposes of calculating
         the registration fee, the proposed maximum offering price per share and
         the  proposed  maximum  aggregate  offering  price are  based  upon the
         average  of the  high  and  low  prices  of  the  Common  Stock  of the
         Registrant  as reported  by The NASDAQ  Stock  Market,  Inc. on May 13,
         1999.
================================================================================
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  information  required  by  Part  I is not  being  filed  with  the
Commission in accordance with the Note to Part I of Form S-8 and Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     This  Registration  Statement  covers the  offering of Common  Stock of Lab
Holdings, Inc. (the "Company" or "Registrant") under the Lab Holdings,  Inc.1997
Directors'  Stock Option Plan. The Company hereby  incorporates by reference the
following documents:

         1.  The  Company's  Annual  Report  on  Form  10-K  for  the year ended
             December 31, 1998;

         2. All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;

         3. The  description  of the Company's  Capital  Stock  contained in its
Registration  Statement on Form 8-A under Section 12 of the Securities  Exchange
Act of 1934, filed May 19, 1988; and

         4. All documents subsequently filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
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  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

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

Item 4. Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The Registrant is  incorporated  in Missouri.  Under Section 351.355 of
the General and Business  Corporation  Law of Missouri,  a  corporation  has the
<PAGE>

power,  under  specified  circumstances,  to indemnify its directors,  officers,
employees and agents in connection  with actions,  suits or proceedings  brought
against them by a third party or in the

                                       R-1

right of the  corporation,  by  reason  of the fact  that  they were or are such
directors,  officers, employees or agents, against expenses incurred in any such
action, suit, or proceeding.

          The  Registrant's  Bylaws provide that directors and officers shall be
indemnified to the full extent  permitted or authorized  under Missouri law. The
Registrant's  Bylaws also provide that no director of officer shall be liable to
the Registrant  for any loss or expense  suffered by it on account of actions or
omissions  taken by him in such  capacity if he (i) exercised the same degree of
care and skill as a prudent man would have exercised under the  circumstances in
the  conduct of his own  affairs or (ii) took or omitted to take such  action in
reliance  upon the  advice of  counsel or upon  statements  made or  information
furnished by directors, officers, employees or agents of the Registrant which he
had no reasonable grounds to disbelieve.

         Section 351.355 also permits such persons to seek indemnification under
any applicable bylaw, agreement, vote of stockholders or disinterested directors
or  otherwise.  Section  351.355 also permits a corporation  to provide  further
indemnity,  in addition  to that  otherwise  contemplated  by such  section,  if
provided for in the Articles of Incorporation or a bylaw or agreement authorized
by a stockholder  vote,  provided that no such  indemnification  can be made for
conduct  which  is  finally   adjudged  to  have  been   knowingly   fraudulent,
deliberately  dishonest  or willful  misconduct.  Section  351.355  also permits
corporations   to  maintain   insurance  for  officers  and  directors   against
liabilities  incurred  while  acting  in  such  capacities  whether  or not  the
corporation would be empowered to indemnify such persons under this section.

         The Registrant  has entered into  Indemnification  Agreements  with its
directors  and officers and the  nonemployee  directors of LabOne under which it
has agreed to  indemnify  such persons  against  expenses,  judgments  and fines
incurred in  connection  with the  defense or  settlement  of actions,  suits or
proceedings  brought  against  them  by a third  party  or in the  right  of the
corporation, provided such persons' conduct is not finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

         An Agreement and Plan of Merger between Lab Holdings, Inc. and LabOne ,
Inc. which is described in the  Registrant's  registration  statement  under the
Securities  Act  of  1933,  registration  No.  333-76131  provides  for  certain
indemnification  for  officers  and  directors  as well as former  officers  and
directors  of  the  Registrant  as  described  under  "The  Merger  Agreement  -
Indemnification"  in the Joint Proxy  Statement/Prospectus  in the  registration
statement.

         The  Registrant  currently has directors  and officers  insurance  that
insures directors and officers of the Registrant with respect to claims made for
alleged  "wrongful  acts"  in  their  roles  as  directors  or  officers  of the
Registrant and its  subsidiaries.  The insurance also insures the Registrant for
claims against the Registrant's directors or officers in situations in which the
Registrant  has an  obligation  to defend  and/or  indemnify  its  directors and
officers.
<PAGE>
Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

         (a)  Exhibits  are  listed on the  Exhibit  Index to this  Registration
Statement.

         (b) Not Applicable.  The Plan is not qualified under Section 401 of the
Internal Revenue Code.

Item 9.  Undertakings

         (a)       The 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:

                                       R-2

                           (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 the registration  statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the registration statement; and

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         registration  statement or any material  change to such  information in
         the registration statement;

                   Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  registration  statement  is on Form S-3 or Form S-8 and 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 that are
incorporated by reference in the registration statement.

                   (2) That, for the purpose of determining  any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                   (3) To remove from  registration by means of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  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.
<PAGE>
         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       R-3

<PAGE>
                                   SIGNATURES

         Pursuant to  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 Kansas City,  State of  Missouri,  on this 13 day of
May, 1999.

                                      LAB HOLDINGS, INC.

                                      By s/P. Anthony Jacobs
                                         P. Anthony Jacobs, President and
                                         Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints P. Anthony Jacobs and Steven K. Fitzwater
and each of them, his true and lawful  attorneys-in-fact  and agents,  with full
power of substitution  and  re-substitution,  for him and in his name, place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
Registration Statement and to file the same with all exhibits thereto, and other
documents in connection  therewith,  with the Securities & Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
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  attorneys-in-fact  and  agents  or  any of  them,  or  their  or his
substitute or substitutes, 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 below by the following persons on behalf
of the Registrant in the capacities indicated on the dates indicated.

       Name                            Title                         Date

s/P. Anthony Jacobs          President, Chief Executive           May 13, 1999
  P. Anthony Jacobs          Officer and Director

s/Steven K. Fitzwater        Executive Vice President, Chief    
  Steven K. Fitzwater        Operating and Financial Officer,
                             Treasurer, Secretary and                       
                             Director                             May 13, 1999 

s/Linda K. McCoy             Vice President and Chief             May 13, 1999
  Linda K. McCoy             Accounting Officer

                             Director                             May __, 1999
  Lan C. Bentsen

s/John H. Robinson, Jr.      Director                             May 13, 1999
  John H. Robinson, Jr.





                                       R-4
<PAGE>

                                  EXHIBIT INDEX



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

   4(a)           Copy of Lab Holdings,  Inc. 1997 Directors' Stock Option Plan,
                  as amended  (incorporated  by reference to Exhibit 10.4 to the
                  Company's Report on Form 10- Q for the quarter ended September
                  30, 1998).

   5              Opinion of  Lathrop & Gage L.C. concerning the legality of the
                  securities being registered.

   23(a)          Consent of  Lathrop &  Gage L.C. (incorporated by reference to
                  Exhibit 5).

   23(b)          Consent of KPMG LLP.


































                                       R-5
[{"type": "S-8", "sequence": "1", "description": "LAB HOLDINGS, INC. FORM S-8 FOR 1997 OPTION PLAN", "secsgml_size_bytes": 17706}]
{"company-data": {"conformed-name": "LAB HOLDINGS INC", "cik": "0000830158", "assigned-sic": "8071", "irs-number": "431039532", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78593", "film-number": "99625310"}, "business-address": {"street1": "5000 W. 95 STREET", "street2": "P. O. BOX 7568", "city": "SHAWNEE MISSION", "state": "KS", "zip": "66207", "phone": "9136483600"}, "mail-address": {"street1": "5000 W 95TH STREET", "street2": "SUITE 260", "city": "SHAWNEE MISSION", "state": "KS", "zip": "66207"}, "former-company": [{"former-conformed-name": "SEAFIELD CAPITAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "BMA CORP /MO/", "date-changed": "19910520"}, {"former-conformed-name": "SEAFIELD CAPTIAL CORP", "date-changed": "19910520"}]}
As filed with the Securities and Exchange Commission on May 17, 1999
Registration No 333-. _________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

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

                               LAB HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
 MISSOURI                                                          43-1039532
 (State or other jurisdiction                                (I.R.S. Employer
 of incorporation or organization)                     Identification Number)
         5000 West 95th Street, Suite 260, Shawnee Mission, Kansas 66207
                                 (913) 648-3600
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                               LAB HOLDINGS, INC.
                        1997 DIRECTORS' STOCK OPTION PLAN
                                   __________
          
                              John H. Calvert, Esq.
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                           Kansas City, Missouri 64108
                                 (816) 460-5807
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:
                                P. Anthony Jacobs
                      President and Chief Executive Officer
                               Lab Holdings, Inc.
                        5000 West 95th Street, Suite 260
                          Shawnee Mission, Kansas 66207
                                 (913) 648-3600

                         CALCULATION OF REGISTRATION FEE

================================================================================
Title of                                            Proposed
Each Class of                      Proposed         Maximum        
Securities                         Maximum          Aggregate     Amount of
To Be           Amount to be       Offering Price   Offering      Registration
Registered      Registered(1)      Per Unit(2)      Price(2)      Fee           
--------------------------------------------------------------------------------
Common Stock, 
$1.00 par value......90,000           $14.50       $1,305,000        $363

================================================================================
(1)      Plus  such  additional  amount which  may result from plan adjustments,
         stock  splits, stock dividends or similar transactions  with respect to
         undistributed shares.
(2)      Pursuant to Rule 457(c) and (h), and solely for purposes of calculating
         the registration fee, the proposed maximum offering price per share and
         the  proposed  maximum  aggregate  offering  price are  based  upon the
         average  of the  high  and  low  prices  of  the  Common  Stock  of the
         Registrant  as reported  by The NASDAQ  Stock  Market,  Inc. on May 13,
         1999.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  information  required  by  Part  I is not  being  filed  with  the
Commission in accordance with the Note to Part I of Form S-8 and Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     This  Registration  Statement  covers the  offering of Common  Stock of Lab
Holdings, Inc. (the "Company" or "Registrant") under the Lab Holdings,  Inc.1997
Directors'  Stock Option Plan. The Company hereby  incorporates by reference the
following documents:

         1.  The  Company's  Annual  Report  on  Form  10-K  for  the year ended
             December 31, 1998;

         2. All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;

         3. The  description  of the Company's  Capital  Stock  contained in its
Registration  Statement on Form 8-A under Section 12 of the Securities  Exchange
Act of 1934, filed May 19, 1988; and

         4. All documents subsequently filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
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  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

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

Item 4. Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The Registrant is  incorporated  in Missouri.  Under Section 351.355 of
the General and Business  Corporation  Law of Missouri,  a  corporation  has the
power,  under  specified  circumstances,  to indemnify its directors,  officers,
employees and agents in connection  with actions,  suits or proceedings  brought
against them by a third party or in the

                                       R-1

right of the  corporation,  by  reason  of the fact  that  they were or are such
directors,  officers, employees or agents, against expenses incurred in any such
action, suit, or proceeding.

          The  Registrant's  Bylaws provide that directors and officers shall be
indemnified to the full extent  permitted or authorized  under Missouri law. The
Registrant's  Bylaws also provide that no director of officer shall be liable to
the Registrant  for any loss or expense  suffered by it on account of actions or
omissions  taken by him in such  capacity if he (i) exercised the same degree of
care and skill as a prudent man would have exercised under the  circumstances in
the  conduct of his own  affairs or (ii) took or omitted to take such  action in
reliance  upon the  advice of  counsel or upon  statements  made or  information
furnished by directors, officers, employees or agents of the Registrant which he
had no reasonable grounds to disbelieve.

         Section 351.355 also permits such persons to seek indemnification under
any applicable bylaw, agreement, vote of stockholders or disinterested directors
or  otherwise.  Section  351.355 also permits a corporation  to provide  further
indemnity,  in addition  to that  otherwise  contemplated  by such  section,  if
provided for in the Articles of Incorporation or a bylaw or agreement authorized
by a stockholder  vote,  provided that no such  indemnification  can be made for
conduct  which  is  finally   adjudged  to  have  been   knowingly   fraudulent,
deliberately  dishonest  or willful  misconduct.  Section  351.355  also permits
corporations   to  maintain   insurance  for  officers  and  directors   against
liabilities  incurred  while  acting  in  such  capacities  whether  or not  the
corporation would be empowered to indemnify such persons under this section.

         The Registrant  has entered into  Indemnification  Agreements  with its
directors  and officers and the  nonemployee  directors of LabOne under which it
has agreed to  indemnify  such persons  against  expenses,  judgments  and fines
incurred in  connection  with the  defense or  settlement  of actions,  suits or
proceedings  brought  against  them  by a third  party  or in the  right  of the
corporation, provided such persons' conduct is not finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

         An Agreement and Plan of Merger between Lab Holdings, Inc. and LabOne ,
Inc. which is described in the  Registrant's  registration  statement  under the
Securities  Act  of  1933,  registration  No.  333-76131  provides  for  certain
indemnification  for  officers  and  directors  as well as former  officers  and
directors  of  the  Registrant  as  described  under  "The  Merger  Agreement  -
Indemnification"  in the Joint Proxy  Statement/Prospectus  in the  registration
statement.

         The  Registrant  currently has directors  and officers  insurance  that
insures directors and officers of the Registrant with respect to claims made for
alleged  "wrongful  acts"  in  their  roles  as  directors  or  officers  of the
Registrant and its  subsidiaries.  The insurance also insures the Registrant for
claims against the Registrant's directors or officers in situations in which the
Registrant  has an  obligation  to defend  and/or  indemnify  its  directors and
officers.
Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

         (a)  Exhibits  are  listed on the  Exhibit  Index to this  Registration
Statement.

         (b) Not Applicable.  The Plan is not qualified under Section 401 of the
Internal Revenue Code.

Item 9.  Undertakings

         (a)       The 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:

                                       R-2

                           (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 the registration  statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the registration statement; and

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         registration  statement or any material  change to such  information in
         the registration statement;

                   Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  registration  statement  is on Form S-3 or Form S-8 and 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 that are
incorporated by reference in the registration statement.

                   (2) That, for the purpose of determining  any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                   (3) To remove from  registration by means of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  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
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.

                                       R-3
SIGNATURES

         Pursuant to  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 Kansas City,  State of  Missouri,  on this 13 day of
May, 1999.

                                      LAB HOLDINGS, INC.

                                      By s/P. Anthony Jacobs
                                         P. Anthony Jacobs, President and
                                         Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints P. Anthony Jacobs and Steven K. Fitzwater
and each of them, his true and lawful  attorneys-in-fact  and agents,  with full
power of substitution  and  re-substitution,  for him and in his name, place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
Registration Statement and to file the same with all exhibits thereto, and other
documents in connection  therewith,  with the Securities & Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
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  attorneys-in-fact  and  agents  or  any of  them,  or  their  or his
substitute or substitutes, 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 below by the following persons on behalf
of the Registrant in the capacities indicated on the dates indicated.

       Name                            Title                         Date

s/P. Anthony Jacobs          President, Chief Executive           May 13, 1999
  P. Anthony Jacobs          Officer and Director

s/Steven K. Fitzwater        Executive Vice President, Chief    
  Steven K. Fitzwater        Operating and Financial Officer,
                             Treasurer, Secretary and                       
                             Director                             May 13, 1999 

s/Linda K. McCoy             Vice President and Chief             May 13, 1999
  Linda K. McCoy             Accounting Officer

                             Director                             May __, 1999
  Lan C. Bentsen

s/John H. Robinson, Jr.      Director                             May 13, 1999
  John H. Robinson, Jr.

                                       R-4
EXHIBIT INDEX

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

   4(a)           Copy of Lab Holdings,  Inc. 1997 Directors' Stock Option Plan,
                  as amended  (incorporated  by reference to Exhibit 10.4 to the
                  Company's Report on Form 10- Q for the quarter ended September
                  30, 1998).

   5              Opinion of  Lathrop & Gage L.C. concerning the legality of the
                  securities being registered.

   23(a)          Consent of  Lathrop &  Gage L.C. (incorporated by reference to
                  Exhibit 5).

   23(b)          Consent of KPMG LLP.

                                       R-5