As filed with the Securities and Exchange Commission on March 6, 2003

                                         Registration No. 333-_____
----------------------------------------------------------------

                    SECURITIES AND EXCHANGE COMMISSION
                    ----------------------------------

                          Washington, D.C.  20549

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

                        DADE BEHRING HOLDINGS, INC.
                         -------------------------
                  (Exact name of registrant as specified
                              in its charter)

          Delaware                          36-3989270
          --------                          ----------
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)           Identification No.)


                            1717 Deerfield Road
                         Deerfield, Illinois 60015
                              (847) 267-5300
               ---------------------------------------------
               (Address, including zip code of registrant's
                       principal executive offices)

               Dade Behring Holdings, Inc. 2002  Management
                             Stock Option Plan
             Dade Behring Holdings, Inc. 2002 Chief Executive
                            Officer Equity Plan
                Dade Behring Holdings, Inc. 2002 Management
                             Stock Award Plan
                 Dade Behring Holdings, Inc. 2002 Director
                             Stock Option Plan
                    Dade Behring Nonemployee Directors'
                     Deferred Stock Compensation Plan
                 Dade Behring Employee Stock Purchase Plan
                         (Full title of the Plans)
               ---------------------------------------------
                             Louise S. Pearson
               Vice President, Secretary and General Counsel
                        Dade Behring Holdings, Inc
                            1717 Deerfield Road
                         Deerfield, Illinois 60015
                              (847) 948-2000
               ---------------------------------------------
                   (Name, address, and telephone number,
                including area code, of agent for service)


<TABLE>

                CALCULATION OF REGISTRATION FEE
<CAPTION>
------------------------------------------------------------------------------
                                   Proposed    Proposed           Amount
                         Amount    maximum     maximum            of
Title of                 to be     offering    aggregate          regis-
securities to            regis-    price per   offering           tration
be registered Plan Name  tered<F2> share       price              fee
-----------------------------------------------------------------------------
<S>           <C>        <C>       <C>         <C>                <C>
Common Stock, 2002       5,802,354 $15.698<F3> $91,087,455.69<F3> $7,368.98
$0.1 par      Management shares
value per     Stock
share in-     Option
cluding       Plan
Preferred
Stock Pur-
chase
Rights<F1>
------------------------------------------------------------------------------
Common Stock, 2002       1,279,770 $15.475<F4> $19,804,636.35<F4> $1,602.20
$0.1 par      Chief      shares
value per     Executive
share in-     Officer
cluding       Equity
Preferred     Plan
Stock
Purchase
Rights<F1>
------------------------------------------------------------------------------
Common Stock, 2002       47,288    $18.035<F5> $   852,839.08<F5> $   68.99
$0.1 par      Management shares
value per     Stock
share in-     Award
cluding       Plan
Preferred
Stock
Purchase
Rights<F1>
------------------------------------------------------------------------------
Common Stock, Director   150,000   $14.72<F6>  $2,208,000.00<F6>  $ 178.63
$0.1 par      Stock      shares
value per     Option
share in-     Plan
cluding
Preferred
Stock
Purchase
Rights<F1>
------------------------------------------------------------------------------
Common Stock, Non-       100,000   $18.035<F5> $1,803,500.00<F5>  $  145.90
$0.1 par      employee   shares
value per     Directors'
share in-     Deferred
cluding       Stock Com-
Preferred     pensation
Stock Pur-    Plan
chase
Rights<F1>
---------------------------------------------------------------------------
Common Stock,  Employee  1,000,000 $18.035<F5> $18,035,000.00<F5> $1,459.03
$0.1 par       Stock     shares
value per      Purchase
share in-      Plan
cluding
Preferred
Stock
Purchase
Rights<F1>
---------------------------------------------------------------------------
Total                    8,379,412             $133,791,431.12    $10,823.73
                         shares
----------------------------------------------------------------------------
</TABLE>

<FN>
<F1>
Rights to purchase preferred stock initially are attached to and
traded with the Common Stock.  The value attributable to such
rights, if any, is reflected in the market price of the Common
Stock.
<F2>
In addition, this Registration Statement covers an
undeterminable number of additional shares of Common Stock and
Preferred Stock Purchase Rights as may hereafter be offered or
issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
<F3>
Estimated solely for calculating the amount of the registration
fee pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act").  Such
prices are calculated on the basis of the weighted average of
(i) the average of the high and low sales prices of the Common
Stock as reported on the Nasdaq National Market on March 4, 2003
with respect to 1,614,174 shares of Common Stock with
respect to options as to which the option exercise price has not
been determined under the 2002 Management Stock Option Plan and
(ii) the exercise price of options to purchase 4,188,180 shares
of Common Stock as to which the exercise price has been
determined under the 2002 Management Stock Option Plan.
<F4>
Estimated solely for calculating the amount of the registration
fee pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act.  Such prices are calculated on the basis of the
weighted average of (i) the average of the high and low sales
prices of the Common Stock as reported on the Nasdaq National
Market on March 4, 2003 with respect to 23,300 shares of Common
Stock to be awarded and 268,230 shares of Common Stock
with respect to options as to which the option exercise price
has not been determined under the 2002 Chief Executive Officer
Equity Plan and (ii) the exercise price of options to purchase
988,240 shares of Common Stock as to which the exercise price
has been determined under the 2002 Chief Executive Officer
Equity Plan.
<F5>
Estimated solely for calculating the amount of the registration
fee pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act.  Such prices are calculated on the basis of the
average of the high and low sales prices of the Common Stock as
reported on the Nasdaq National Market on March 4, 2003.
<F6>
Pursuant to paragraph (h) of Rule 457 under the Securities Act, the
price is the exercise price of options to purchase 150,000 shares
of Common Stock granted under the Director Stock Option Plan.
</FN>


                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Dade Behring Holdings, Inc. (the "Registrant") incorporates
herein by reference the following documents, as filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Registration Statement on Form 10, as
          amended by the Registrant's Post-effective Amendment
          No. 1 to Form 10 filed on January 21, 2003
          (collectively, the "Form 10").

     (b)  All other reports filed pursuant to Section 13(a) or
          15(d) of the Exchange Act of 1934, as amended (the
          "Exchange Act") since the end of the fiscal year
          covered by the Form 10.

     (c)  The description of the Registrant's common stock
          ("Common Stock") and preferred stock purchase rights
          which is contained in the Form 10, including any
          subsequent amendment or any report filed for the
          purpose of updating such description.

Each document or report filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing
of a post-effective amendment to this Registration Statement
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.  Each document or report incorporated
into this Registration Statement by reference shall be deemed to
be a part of this Registration Statement from the date of the
filing of such document with the Commission until the
information contained therein is superseded or updated by any
subsequently filed document which is incorporated by reference
into this Registration Statement.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereby has
been passed upon for the Registrant by Louise S. Pearson, Vice
President, Secretary and General Counsel of the Registrant.  Ms.
Pearson is an officer and full-time employee of the Registrant
and beneficially owns shares of Common Stock and holds options
to purchase additional shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

The Delaware General Corporate Law (the "DGCL") permits a
corporation to indemnify its current and former directors and
officers against expenses, judgments, fines and amounts paid in
connection with a legal proceeding.  To be indemnified, the
person must have acted in good faith and in a manner the person
reasonably believed to be in, or not opposed to, the best
interest of the corporation.  With respect to any criminal
action or proceeding, the person must not have had reasonable
cause to believe the conduct was unlawful.  Each indemnification
must be authorized by a majority of the disinterested directors
or by the stockholders.  Unless a court determines that a person
is fairly and reasonably entitled to indemnification, however, a
person may not be indemnified with respect to any claim
resulting in the person being adjudged liable to the
corporation.

The DGCL requires a present or former director or officer of a
corporation to be indemnified against certain expenses if the
person has been successful, on the merits or otherwise, in
defense of any proceeding brought against such person by virtue
of the fact that such person is or was an officer or director of
the corporation.  In addition, the DGCL permits the advancement
of expenses relating to the defense of any proceeding to
directors and officers contingent upon the person's commitment
to repay advances for expenses against which such person is not
ultimately entitled to be indemnified.

The DGCL provides that the indemnification provisions contained
in the DGCL are not exclusive of any other right that a person
seeking indemnification may have or later acquire under any
provision of a corporation's by-laws, by any agreement, by any
vote of stockholders or disinterested directors or otherwise.
Furthermore, the DGCL provides that a corporation may maintain
insurance, at its expense, to protect its directors and officers
against any expense, liability or loss, regardless of whether
the corporation has the power to indemnify such persons under
the DGCL.

The Registrant's Third Amended and Restated Certificate of
Incorporation provides that, to the extent permitted by the
DGCL, the Registrant will indemnify its current and former
directors and officers against all expenses actually and
reasonably incurred by them as a result of their being
threatened with or otherwise involved in any action, suit or
proceeding by virtue of the fact that they are or were one of
our officers or directors.  However, the Registrant will not be
required to indemnify an officer or director for an action, suit
or proceeding commenced by that officer or director unless the
Registrant authorized that director or officer to commence the
action, suit or proceeding.  The Third Amended and Restated
Certificate of Incorporation also provides that the Registrant
shall advance expenses incurred by any person the Registrant is
obligated to indemnify, upon presentation of appropriate
documentation.

Furthermore, the Third Amended and Restated Certificate of
Incorporation provides that the Registrant may purchase and
maintain insurance on behalf of our directors and officers
against any liability, expense or loss, whether or not the
Registrant would otherwise have the power to indemnify such
person under our Third Amended and Restated Certificate of
Incorporation or the DGCL.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

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

4.1  Third Amended and Restated Certificate of Incorporation.*

4.2  Third Amended and Restated Bylaws.*

4.3  Rights Agreement dated October 3, 2002 by and between
     Behring Holdings, Inc. and Mellon Investor Services LLC, as
     Rights Agent.*

4.4  Dade Behring Holdings, Inc. 2002 Management Stock Option
     Plan.*

4.5  Dade Behring Holdings, Inc. 2002 Chief Executive Officer
     Equity Plan.*

4.6  Dade Behring Holdings, Inc. 2002 Management Stock Award
     Plan.*

4.7  Dade Behring Holdings, Inc. 2002 Director Stock Option
     Plan.*

4.8  Dade Behring Nonemployee Directors' Deferred Stock
     Compensation Plan.

4.9  Dade Behring Employee Stock Purchase Plan.

4.10 Form of certificate of common stock.*

5    Opinion of Louise S. Pearson.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Louise S. Pearson
     (included in Exhibit 5)

24   Powers of Attorney
     (included in signature page to this Registration Statement)

----------------------------------
*    Incorporated by reference to Registration Statement on Form
     10/A filed by Dade Behring Holdings, Inc. on November 22,
     2002 (Registration No. 000-50010).

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:  (i) to include any prospectus required by
     Section 10(a)(3) of the Securities Act; (ii) to reflect in
     the prospectus any facts or events arising after the
     effective date of the Registration Statement (or the most
     recent post-effective amendment thereto) 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 clauses (1)(i) and (1)(ii) do not
     apply if the information required to be included in a post-
     effective amendment by those clauses is contained in
     periodic reports filed by the Registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

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

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

(b)  The Registrant further 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 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 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 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.

<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 Deerfield, State of Illinois, on March 6, 2003.

                                 DADE BEHRING HOLDINGS, INC.


                                    By:/s/ Louise S. Pearson
                                       ---------------------
                                       Louise S. Pearson
                                       Vice President, Secretary
                                       and General Counsel

Each person whose signature appears below constitutes and
appoints James W.P. Reid-Anderson and Louise S. Pearson, and
each of them, with full power to act without the other, his true
and lawful attorneys-in-fact and agents, with full power of
substitution, 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, with all exhibits thereto and other documents
in connection therewith, with the Securities And Exchange
Commission and any and all other instruments which either of
said attorneys or agents deems necessary or advisable to enable
the Registrant to comply with the Securities Act, the rules,
regulations and requirements of the Commission in respect
thereof, and the securities or Blue Sky laws of any State or
other governmental subdivision, giving and granting unto such
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises, as fully to
all intents and purposes as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming
all that his attorneys-in-fact and agents or substitutes shall
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities indicated on March 6, 2003.

SIGNATURE                TITLE


/s/James W.P. Reid-Anderson
-------------------------          Chairman of the Board of
James W.P. Reid-Anderson           Directors, President and Chief
                                   Executive Officer (Principal
                                   Executive Officer)

/s/ John M. Duffey
-------------------------          Senior Vice President and
John M. Duffey                     Chief Financial Officer
                                   (Principal Financial Officer
                                   and Principal Accounting Officer)

/s/ N. Leigh Anderson               /s/  Alan S. Cooper
------------------------- Director  ---------------------- Director
N. Leigh Anderson                   Alan S. Cooper


/s/ James G. Andress                /s/ Bradley G. Pattelli
------------------------- Director  ---------------------- Director
James G. Andress                    Bradley G. Pattelli


/s/ Jeffrey D. Benjamin             /s/ Richard W. Roedel
------------------------- Director  ---------------------- Director
Jeffrey D. Benjamin                 Richard W. Roedel

<PAGE>

                          EXHIBIT INDEX

Exhibit                                           Sequential Page
Number                   Description                   Number
-------                  -----------              --------------

4.1  Third Amended and Restated Certificate of
     Incorporation.*                                   N/A

4.2  Third Amended and Restated Bylaws.*               N/A

4.3  Rights Agreement dated October 3, 2002 by
     and between Dade Behring Holdings, Inc. and
     Mellon Investor Services LLC, as Rights Agent.*   N/A

4.4  Dade Behring Holdings, Inc. 2002 Management
     Stock Option Plan.*                               N/A

4.5  Dade Behring Holdings, Inc. 2002 Chief Executive
     Officer Equity Plan.*                             N/A

4.6  Dade Behring Holdings, Inc. 2002 Management
     Stock Award Plan.*                                N/A

4.7  Dade Behring Holdings, Inc. 2002 Director
     Stock Option Plan.*                               N/A

4.8  Dade Behring Nonemployee Directors' Deferred
     Stock Compensation Plan.                           1

4.9  Dade Behring Employee Stock Purchase Plan.         13

4.10 Form of certificate of common stock.*             N/A

5    Opinion of Louise S. Pearson.                      39

23.1 Consent of PricewaterhouseCoopers LLP.             41

23.2 Consent of Louise S. Pearson.                     N/A
     (included in Exhibit 5)

24   Powers of Attorney.                               N/A
     (included in signature page to this
     Registration Statement)

------------------------------
*   Incorporated by reference to Registration Statement on Form
    10/A filed by Dade Behring Holdings, Inc. on November 22,
    2002 (Registration No. 000-50010).

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "sjd909955s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23409}]
{"company-data": {"conformed-name": "DADE BEHRING HOLDINGS INC", "cik": "0001183920", "assigned-sic": "2835", "irs-number": "363989270", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103646", "film-number": "03595190"}, "business-address": {"street1": "1717 DEERFIELD RD", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8472675300"}, "mail-address": {"street1": "1717 DEERFIELD ROAD", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
As filed with the Securities and Exchange Commission on March 6, 2003

                                         Registration No. 333-_____
----------------------------------------------------------------

                    SECURITIES AND EXCHANGE COMMISSION
                    ----------------------------------

                          Washington, D.C.  20549

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

                        DADE BEHRING HOLDINGS, INC.
                         -------------------------
                  (Exact name of registrant as specified
                              in its charter)

          Delaware                          36-3989270
          --------                          ----------
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)           Identification No.)

                            1717 Deerfield Road
                         Deerfield, Illinois 60015
                              (847) 267-5300
               ---------------------------------------------
               (Address, including zip code of registrant's
                       principal executive offices)

               Dade Behring Holdings, Inc. 2002  Management
                             Stock Option Plan
             Dade Behring Holdings, Inc. 2002 Chief Executive
                            Officer Equity Plan
                Dade Behring Holdings, Inc. 2002 Management
                             Stock Award Plan
                 Dade Behring Holdings, Inc. 2002 Director
                             Stock Option Plan
                    Dade Behring Nonemployee Directors'
                     Deferred Stock Compensation Plan
                 Dade Behring Employee Stock Purchase Plan
                         (Full title of the Plans)
               ---------------------------------------------
                             Louise S. Pearson
               Vice President, Secretary and General Counsel
                        Dade Behring Holdings, Inc
                            1717 Deerfield Road
                         Deerfield, Illinois 60015
                              (847) 948-2000
               ---------------------------------------------
                   (Name, address, and telephone number,
                including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                   Proposed    Proposed           Amount
                         Amount    maximum     maximum            of
Title of                 to be     offering    aggregate          regis-
securities to            regis-    price per   offering           tration
be registered Plan Name  tered
share       price              fee
-----------------------------------------------------------------------------
Common Stock, 2002       5,802,354 $15.698
$91,087,455.69
$7,368.98
$0.1 par      Management shares
value per     Stock
share in-     Option
cluding       Plan
Preferred
Stock Pur-
chase
Rights
------------------------------------------------------------------------------
Common Stock, 2002       1,279,770 $15.475
$19,804,636.35
$1,602.20
$0.1 par      Chief      shares
value per     Executive
share in-     Officer
cluding       Equity
Preferred     Plan
Stock
Purchase
Rights
------------------------------------------------------------------------------
Common Stock, 2002       47,288    $18.035
$   852,839.08
$   68.99
$0.1 par      Management shares
value per     Stock
share in-     Award
cluding       Plan
Preferred
Stock
Purchase
Rights
------------------------------------------------------------------------------
Common Stock, Director   150,000   $14.72
$2,208,000.00
$ 178.63
$0.1 par      Stock      shares
value per     Option
share in-     Plan
cluding
Preferred
Stock
Purchase
Rights
------------------------------------------------------------------------------
Common Stock, Non-       100,000   $18.035
$1,803,500.00
$  145.90
$0.1 par      employee   shares
value per     Directors'
share in-     Deferred
cluding       Stock Com-
Preferred     pensation
Stock Pur-    Plan
chase
Rights
---------------------------------------------------------------------------
Common Stock,  Employee  1,000,000 $18.035
$18,035,000.00
$1,459.03
$0.1 par       Stock     shares
value per      Purchase
share in-      Plan
cluding
Preferred
Stock
Purchase
Rights
---------------------------------------------------------------------------
Total                    8,379,412             $133,791,431.12    $10,823.73
                         shares
----------------------------------------------------------------------------
Rights to purchase preferred stock initially are attached to and
traded with the Common Stock.  The value attributable to such
rights, if any, is reflected in the market price of the Common
Stock.
In addition, this Registration Statement covers an
undeterminable number of additional shares of Common Stock and
Preferred Stock Purchase Rights as may hereafter be offered or
issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
Estimated solely for calculating the amount of the registration
fee pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act").  Such
prices are calculated on the basis of the weighted average of
(i) the average of the high and low sales prices of the Common
Stock as reported on the Nasdaq National Market on March 4, 2003
with respect to 1,614,174 shares of Common Stock with
respect to options as to which the option exercise price has not
been determined under the 2002 Management Stock Option Plan and
(ii) the exercise price of options to purchase 4,188,180 shares
of Common Stock as to which the exercise price has been
determined under the 2002 Management Stock Option Plan.
Estimated solely for calculating the amount of the registration
fee pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act.  Such prices are calculated on the basis of the
weighted average of (i) the average of the high and low sales
prices of the Common Stock as reported on the Nasdaq National
Market on March 4, 2003 with respect to 23,300 shares of Common
Stock to be awarded and 268,230 shares of Common Stock
with respect to options as to which the option exercise price
has not been determined under the 2002 Chief Executive Officer
Equity Plan and (ii) the exercise price of options to purchase
988,240 shares of Common Stock as to which the exercise price
has been determined under the 2002 Chief Executive Officer
Equity Plan.
Estimated solely for calculating the amount of the registration
fee pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act.  Such prices are calculated on the basis of the
average of the high and low sales prices of the Common Stock as
reported on the Nasdaq National Market on March 4, 2003.
Pursuant to paragraph (h) of Rule 457 under the Securities Act, the
price is the exercise price of options to purchase 150,000 shares
of Common Stock granted under the Director Stock Option Plan.
PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Dade Behring Holdings, Inc. (the "Registrant") incorporates
herein by reference the following documents, as filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Registration Statement on Form 10, as
          amended by the Registrant's Post-effective Amendment
          No. 1 to Form 10 filed on January 21, 2003
          (collectively, the "Form 10").

     (b)  All other reports filed pursuant to Section 13(a) or
          15(d) of the Exchange Act of 1934, as amended (the
          "Exchange Act") since the end of the fiscal year
          covered by the Form 10.

     (c)  The description of the Registrant's common stock
          ("Common Stock") and preferred stock purchase rights
          which is contained in the Form 10, including any
          subsequent amendment or any report filed for the
          purpose of updating such description.

Each document or report filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing
of a post-effective amendment to this Registration Statement
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.  Each document or report incorporated
into this Registration Statement by reference shall be deemed to
be a part of this Registration Statement from the date of the
filing of such document with the Commission until the
information contained therein is superseded or updated by any
subsequently filed document which is incorporated by reference
into this Registration Statement.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereby has
been passed upon for the Registrant by Louise S. Pearson, Vice
President, Secretary and General Counsel of the Registrant.  Ms.
Pearson is an officer and full-time employee of the Registrant
and beneficially owns shares of Common Stock and holds options
to purchase additional shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

The Delaware General Corporate Law (the "DGCL") permits a
corporation to indemnify its current and former directors and
officers against expenses, judgments, fines and amounts paid in
connection with a legal proceeding.  To be indemnified, the
person must have acted in good faith and in a manner the person
reasonably believed to be in, or not opposed to, the best
interest of the corporation.  With respect to any criminal
action or proceeding, the person must not have had reasonable
cause to believe the conduct was unlawful.  Each indemnification
must be authorized by a majority of the disinterested directors
or by the stockholders.  Unless a court determines that a person
is fairly and reasonably entitled to indemnification, however, a
person may not be indemnified with respect to any claim
resulting in the person being adjudged liable to the
corporation.

The DGCL requires a present or former director or officer of a
corporation to be indemnified against certain expenses if the
person has been successful, on the merits or otherwise, in
defense of any proceeding brought against such person by virtue
of the fact that such person is or was an officer or director of
the corporation.  In addition, the DGCL permits the advancement
of expenses relating to the defense of any proceeding to
directors and officers contingent upon the person's commitment
to repay advances for expenses against which such person is not
ultimately entitled to be indemnified.

The DGCL provides that the indemnification provisions contained
in the DGCL are not exclusive of any other right that a person
seeking indemnification may have or later acquire under any
provision of a corporation's by-laws, by any agreement, by any
vote of stockholders or disinterested directors or otherwise.
Furthermore, the DGCL provides that a corporation may maintain
insurance, at its expense, to protect its directors and officers
against any expense, liability or loss, regardless of whether
the corporation has the power to indemnify such persons under
the DGCL.

The Registrant's Third Amended and Restated Certificate of
Incorporation provides that, to the extent permitted by the
DGCL, the Registrant will indemnify its current and former
directors and officers against all expenses actually and
reasonably incurred by them as a result of their being
threatened with or otherwise involved in any action, suit or
proceeding by virtue of the fact that they are or were one of
our officers or directors.  However, the Registrant will not be
required to indemnify an officer or director for an action, suit
or proceeding commenced by that officer or director unless the
Registrant authorized that director or officer to commence the
action, suit or proceeding.  The Third Amended and Restated
Certificate of Incorporation also provides that the Registrant
shall advance expenses incurred by any person the Registrant is
obligated to indemnify, upon presentation of appropriate
documentation.

Furthermore, the Third Amended and Restated Certificate of
Incorporation provides that the Registrant may purchase and
maintain insurance on behalf of our directors and officers
against any liability, expense or loss, whether or not the
Registrant would otherwise have the power to indemnify such
person under our Third Amended and Restated Certificate of
Incorporation or the DGCL.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

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

4.1  Third Amended and Restated Certificate of Incorporation.*

4.2  Third Amended and Restated Bylaws.*

4.3  Rights Agreement dated October 3, 2002 by and between
     Behring Holdings, Inc. and Mellon Investor Services LLC, as
     Rights Agent.*

4.4  Dade Behring Holdings, Inc. 2002 Management Stock Option
     Plan.*

4.5  Dade Behring Holdings, Inc. 2002 Chief Executive Officer
     Equity Plan.*

4.6  Dade Behring Holdings, Inc. 2002 Management Stock Award
     Plan.*

4.7  Dade Behring Holdings, Inc. 2002 Director Stock Option
     Plan.*

4.8  Dade Behring Nonemployee Directors' Deferred Stock
     Compensation Plan.

4.9  Dade Behring Employee Stock Purchase Plan.

4.10 Form of certificate of common stock.*

5    Opinion of Louise S. Pearson.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Louise S. Pearson
     (included in Exhibit 5)

24   Powers of Attorney
     (included in signature page to this Registration Statement)

----------------------------------
*    Incorporated by reference to Registration Statement on Form
     10/A filed by Dade Behring Holdings, Inc. on November 22,
     2002 (Registration No. 000-50010).

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:  (i) to include any prospectus required by
     Section 10(a)(3) of the Securities Act; (ii) to reflect in
     the prospectus any facts or events arising after the
     effective date of the Registration Statement (or the most
     recent post-effective amendment thereto) 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 clauses (1)(i) and (1)(ii) do not
     apply if the information required to be included in a post-
     effective amendment by those clauses is contained in
     periodic reports filed by the Registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

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

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

(b)  The Registrant further 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 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 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 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.
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 Deerfield, State of Illinois, on March 6, 2003.

                                 DADE BEHRING HOLDINGS, INC.

                                    By:/s/ Louise S. Pearson
                                       ---------------------
                                       Louise S. Pearson
                                       Vice President, Secretary
                                       and General Counsel

Each person whose signature appears below constitutes and
appoints James W.P. Reid-Anderson and Louise S. Pearson, and
each of them, with full power to act without the other, his true
and lawful attorneys-in-fact and agents, with full power of
substitution, 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, with all exhibits thereto and other documents
in connection therewith, with the Securities And Exchange
Commission and any and all other instruments which either of
said attorneys or agents deems necessary or advisable to enable
the Registrant to comply with the Securities Act, the rules,
regulations and requirements of the Commission in respect
thereof, and the securities or Blue Sky laws of any State or
other governmental subdivision, giving and granting unto such
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises, as fully to
all intents and purposes as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming
all that his attorneys-in-fact and agents or substitutes shall
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities indicated on March 6, 2003.

SIGNATURE                TITLE

/s/James W.P. Reid-Anderson
-------------------------          Chairman of the Board of
James W.P. Reid-Anderson           Directors, President and Chief
                                   Executive Officer (Principal
                                   Executive Officer)

/s/ John M. Duffey
-------------------------          Senior Vice President and
John M. Duffey                     Chief Financial Officer
                                   (Principal Financial Officer
                                   and Principal Accounting Officer)

/s/ N. Leigh Anderson               /s/  Alan S. Cooper
------------------------- Director  ---------------------- Director
N. Leigh Anderson                   Alan S. Cooper

/s/ James G. Andress                /s/ Bradley G. Pattelli
------------------------- Director  ---------------------- Director
James G. Andress                    Bradley G. Pattelli

/s/ Jeffrey D. Benjamin             /s/ Richard W. Roedel
------------------------- Director  ---------------------- Director
Jeffrey D. Benjamin                 Richard W. Roedel
EXHIBIT INDEX

Exhibit                                           Sequential Page
Number                   Description                   Number
-------                  -----------              --------------

4.1  Third Amended and Restated Certificate of
     Incorporation.*                                   N/A

4.2  Third Amended and Restated Bylaws.*               N/A

4.3  Rights Agreement dated October 3, 2002 by
     and between Dade Behring Holdings, Inc. and
     Mellon Investor Services LLC, as Rights Agent.*   N/A

4.4  Dade Behring Holdings, Inc. 2002 Management
     Stock Option Plan.*                               N/A

4.5  Dade Behring Holdings, Inc. 2002 Chief Executive
     Officer Equity Plan.*                             N/A

4.6  Dade Behring Holdings, Inc. 2002 Management
     Stock Award Plan.*                                N/A

4.7  Dade Behring Holdings, Inc. 2002 Director
     Stock Option Plan.*                               N/A

4.8  Dade Behring Nonemployee Directors' Deferred
     Stock Compensation Plan.                           1

4.9  Dade Behring Employee Stock Purchase Plan.         13

4.10 Form of certificate of common stock.*             N/A

5    Opinion of Louise S. Pearson.                      39

23.1 Consent of PricewaterhouseCoopers LLP.             41

23.2 Consent of Louise S. Pearson.                     N/A
     (included in Exhibit 5)

24   Powers of Attorney.                               N/A
     (included in signature page to this
     Registration Statement)

------------------------------
*   Incorporated by reference to Registration Statement on Form
    10/A filed by Dade Behring Holdings, Inc. on November 22,
    2002 (Registration No. 000-50010).