<PAGE>   1
The Registrant requests that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.  
   As filed with the Securities and Exchange Commission on May 28, 1998.
================================================================================
                                                            Registration No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ADAC LABORATORIES
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   California
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   94-1725806
                      -----------------------------------
                      (I.R.S. Employer Identification No.)

                                 540 Alder Drive
                           Milpitas, California 95035
                                 (408) 321-9100
               --------------------------------------------------
               (Address, including zip code and telephone number,
                      including area code, of Registrant's
                          principal executive offices)

                            1992 STOCK OPTION PLAN
                        AND STOCK OPTION AGREEMENT (1996)
               --------------------------------------------------
                           (Full Title of the Plan)
                               KAREN L. MASTERSON
                       VICE PRESIDENT AND GENERAL COUNSEL
                                ADAC LABORATORIES
                                 540 ALDER DRIVE
                           MILPITAS, CALIFORNIA 95035
                                 (408) 321-9100
            ---------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                         COPY TO:  PAGE MAILLIARD, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                                650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA  94034
================================================================================

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
Title of Each               Proposed         Proposed          Amount of
Class of                    Maximum          Maximum           Registration
Securities to  Amount to be Offering Price   Aggregate         Fee (2)
be Registered  Registered(1)Per Share (2)    Offering Price (2)
-------------- ------------ ---------------- ----------------- ----------
<S>            <C>          <C>              <C>               <C>
Common Stock,      847,000           $19.75    $16,728,250.00  $4,934.83
no par value
</TABLE>

1)  Plus, in accordance with Rule 416(a), such indeterminate number of shares
    as may become subject to options under the Employee Stock Purchase Plan
    1994 (the "Plan") as a result of the adjustment provisions therein.

2)  The registration fee for 847,000 shares of Common Stock issuable upon
    exercise of options under the Plan which may be granted in the future
    is estimated solely for the purpose of determining the amount of the 
    registration fee, based upon the average between the high and low price 
    of Registrant's Common Stock of $19.75 on the NASDAQ National Market
    System on May 26, 1998.

<PAGE>

                                 PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.     Plan Information*.

Item 2.     Registrant Information and Employee Plan Annual 
Information*.

    *   Information required by Part I to be contained in the Section 
        10(A) prospectus is omitted from the Registration Statement in 
        accordance with Rule 428 under the Securities Act of 1933 and the 
        Note to Part I on Form S-8.



                                PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

        The following documents filed by Registrant with the Securities 
and Exchange Commission are incorporated by reference in the 
Registration Statement:

        (a)     The Registrant's latest annual report on Form 10-K for 
the fiscal year ended September 28, 1997 and filed with the SEC on
December 29, 1997;

        (b)     The Registrant's Quarterly Report on Form 10-Q for the 
fiscal quarter ended December 28, 1997 and filed with the SEC on
February 11, 1998; and 

        (c)     The Registrant's Quarterly Report on Form 10-Q for the 
fiscal quarter ended March 29, 1998 and filed with the SEC on 
May 13, 1998.  

        In addition, all documents subsequently filed by the Registrant 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, prior to the filing of a post-effective amendment 
which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference in this registration statement and to be part 
hereof from the date of filing 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.

        The By-Laws of the Company provide for the indemnification of 
directors and officers to the fullest extent permitted by the General 
Corporation Law of the State of California.

        Section 317 of the General Corporation Law of the State of 
California authorizes indemnification when a person is made a party to 
any proceeding by reason of the fact that such person is or was a 
director, officer, employee or agent of the corporation or was so 
serving at the request of the corporation in such capacity for another 
corporation, and if such person acted in good faith and in a manner 
reasonably believed to be in, or not opposed to, the best interest of 
the corporation.  With respect to any criminal proceeding, such person 
must have had no reasonable cause to believe the conduct was unlawful.  
If it is determined that the conduct of such person meets these 
standards, such person may be indemnified for expenses incurred and 
amounts paid in such proceedings if actually and reasonably incurred in 
connection therewith.

        If such a proceeding is brought by or on behalf of the corporation 
(i.e., a derivative suit), such person may be indemnified against 
expenses actually and reasonably believed to be in, or not opposed to, 
the best interests of the corporation.  There can be no indemnification 
with respect to any matter as to which such person is adjudged to be 
liable to the corporation for negligence or misconduct in the 
performance of his or her duty; however, a court may, even in such case, 
allow indemnification of such expenses as the court deems proper.  Where 
such person is successful in any such proceeding, he or she is entitled 
to be indemnified against expenses actually and reasonably incurred by 
him or her.  In all other cases, indemnification is made by the 
corporation upon determination by it that indemnification of such person 
is proper because such person has met the applicable standard of 
conduct.

        The Company has also entered into indemnification agreements with 
its directors and certain officers which contractually obligate the 
Company to indemnify such persons to the fullest extent permitted under 
California law.

        The California General Corporation Law permits a California 
corporation to include in its Articles of Incorporation a provision 
eliminating or limiting the liability of directors for monetary damages 
arising from breaches of their fiduciary duty.  The only limitations 
imposed under the statute are that the provisions may not eliminate or 
limit a director's liability (i) for acts or omissions that involve 
intentional misconduct or a knowing and culpable violation of law, (ii) 
for acts or omissions that a director believes to be contrary to the 
best interests of the corporation or its shareholders or that involve 
the absence of good faith on the part of the director, (iii) for any 
transaction from which a director derived an improper personal benefit, 
(iv) for acts or omissions that show a reckless disregard for the 
director's duty to the corporation or its shareholders in circumstances 
in which the director was aware, or should have been aware, in the 
ordinary course of performing a director's duties, of a risk of serious 
injury to the corporation or its shareholders, (v) for acts or omissions 
that constitute an unexcused pattern of inattention that amounts to an 
abdication of the director's duty to the corporation or its 
shareholders, or (vi) for the payment of unlawful dividends, stock 
purchases or redemptions.  The Company's Articles of Incorporation 
contain a provision eliminating the liability of the Company's directors 
for breaches of their fiduciary duty, subject to the limitations imposed 
by statute as described above.  The provisions do not limit or otherwise 
affect the personal liability of a director for violation of Federal 
Securities Law.

Item 7.     Exemption from Registration Claimed.

        Not applicable.

Item 8.     Exhibits.

     Exhibit
     Number

        4.1*    ADAC Laboratories 1992 Stock Option Plan.

        4.2*    Amendment No. 1 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.3*    Amendment No. 2 to ADAC Laboratories 1992 Stock 
                Option Plan.


        4.4*    Amendment No. 3 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.5*    Amendment No. 4 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.6*    Amendment No. 5 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.7*    Amendment No. 6 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.8     Amendment No. 7 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.9*    ADAC Laboratories Stock Option Agreement (Not 
                Issued Under Any Stock Option Plan).

        5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.

        23.1    Consent of Coopers & Lybrand L.L.P

        23.2    Consent of Wilson Sonsini Goodrich & Rosati 
                (contained in Exhibit 5.1).

*    Incorporated by reference to the exhibit filed with the 
Registrant's registration statement on form S-8 (File No. 333-34625) 
filed with the Securities and Exchange Commission on August 29, 1997.

Item 9.     Undertakings.

        (a)  The undersigned Registrant hereby undertakes:

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

                        (i)  To include any prospectus required by Section 
10(s)(3) of the Securities Act of 1933;

                        (ii)  To reflect in the prospectus any facts or events 
arising after the effective date of this Registration Statement (or the 
most recent post-effective amendment thereof) which, individually or in 
the aggregate, represent a fundamental change in the information set 
forth in this Registration Statement;

                        (iii)  To include any material information with 
respect to the plan of distribution not previously disclosed in this 
Registration Statement or any material change to such information in 
this Registration Statement; provided however, that paragraphs (A)(1)(i) 
and (A)(1)(ii) do not apply if the information required to be included 
in a post-effective amendment by those paragraphs is contained in 
periodic reports filed by Registrant pursuant to Section 13 or Section 
15(d) of the Securities Exchange Act of 1934 that are incorporated by 
reference in this Registration Statement.

                (2)     That, for the purpose of determining any liability 
under the Securities Act, 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 undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each 
filing of the Registrant's annual report pursuant to Section 13(a) or 
Section 15(d) of the Exchange Act (and, where applicable, each filing of 
an employee benefit plan's annual report pursuant to Section 15(d) of 
the Exchange Act) that is incorporated by reference in the 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)     (1)     The undersigned Registrant hereby undertakes to 
deliver or cause to be delivered with the Prospectus to each person to 
whom the Prospectus is sent or given a copy of Registrant's annual 
report to shareholders for its last fiscal year, unless such employee 
otherwise has received a copy of such report, in which case Registrant 
shall state in the Prospectus that it will promptly furnish, without 
charge, a copy of such report on written request of the employee.  If 
the last fiscal year of Registrant has ended within 120 days prior to 
the use of the Prospectus, the annual report of Registrant for the 
preceding fiscal year may be so delivered, but within such 120-day 
period the annual report for the last fiscal year will be furnished to 
each such employee.

                (2)     The undersigned Registrant hereby undertakes to 
transmit or cause to be transmitted to all employees participating in 
the Plan who do not otherwise receive such material as shareholders of 
registrant, at the time and in the manner such material is sent to its 
shareholders, copies of all reports, proxy statements and other 
communications distributed to its shareholders generally.

        (d)     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of Registrant pursuant to the foregoing provisions, 
or otherwise, 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 Registrant of expenses incurred or paid by a 
director, officer or controlling person of 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, 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.
<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 Milpitas, 
California on the date set forth below.


Date:  May 28, 1998                    ADAC LABORATORIES
        (Registrant)


                                        BY:/s/ R. Andrew Eckert                 
                                           R. Andrew Eckert,
                                           Chief Executive Officer
                                           (Principal Executive Officer)

        KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints R. Andrew Eckert and 
P. Andre Simone and each of them acting individually, as such person's 
true and lawful attorneys-in-fact and agents, each with full power of 
substitution, for such person, in any and all capacities, to sign any 
and all amendments (including post-effective amendments) to this 
Registration Statement, and to file same, with all exhibits thereto and 
other documents in connection therewith, with the Securities and 
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 and necessary to be done in connection 
therewith, as fully to all intents and purposes as such person 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 or her 
substitutes, may do or cause to be done by virtue thereof. 

        Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
        Signature                    Capacities                  Date
-------------------------- ------------------------------- -----------------
<S>                        <C>                             <C>
/s/ David L. Lowe          Chairman of the Board           May 28, 1998
-------------------------  of Directors
David L. Lowe


/s/ R. Andrew Eckert       Chief Executive Officer         May 28, 1998
-------------------------  and Director
R. Andrew Eckert           (Principal Executive Officer)


/s/ P. Andre Simone        Chief Financial Officer         May 28, 1998
-------------------------  (Principal Financial Officer)
P. Andre Simone


/s/ Bruce M. Blanco        Vice President and Corporate    May 28, 1998
-------------------------  Controller (Chief Accounting 
Bruce M. Blanco            Officer)


/s/ Stanley D. Czerwinski  Director                        May 28, 1998
-------------------------
Stanley D. Czerwinski


/s/ Graham O. King         Director                        May 28, 1998
-------------------------
Graham O. King


/s/ F. David Rollo         Director                        May 28, 1998
-------------------------
F. David Rollo


/s/ Edmund H. Shea,  Jr.   Director                        May 28, 1998
-------------------------
Edmund H. Shea, Jr.

</TABLE>
<PAGE>



                         ADAC LABORATORIES
                REGISTRATION STATEMENT ON FORM S-8

                        INDEX TO EXHIBITS


        Exhibit
        Number               Description


        4.1*    ADAC Laboratories 1992 Stock Option Plan

        4.2*    Amendment No. 1 to ADAC Laboratories 1992 
                Stock Option Plan

        4.3*    Amendment No. 2 to ADAC Laboratories 1992 
                Stock Option Plan

        4.4*    Amendment No. 3 to ADAC Laboratories 1992 
                Stock Option Plan

        4.5*    Amendment No. 4 to ADAC Laboratories 1992 
                Stock Option Plan

        4.6*    Amendment No. 5 to ADAC Laboratories 1992 
                Stock Option Plan

        4.7*    Amendment No. 6 to ADAC Laboratories 1992 
                Stock Option Plan

        4.8     Amendment No. 7 to ADAC Laboratories 1992 
                Stock Option Plan

        4.9*    ADAC Laboratories Stock Option Agreement 
                (Not Issued Under Any Stock Option Plan)

        5.1     Opinion of Wilson, Sonsini, Goodrich & 
                Rosati, P.C.

        23.1    Consent of Coopers & Lybrand L.L.P.

        23.2    Consent of Wilson Sonsini Goodrich & 
                Rosati (contained in Exhibit 5.1)



*       Incorporated by reference to the exhibit filed with the Registrant's 
registration statement on form S-8 (File No. 333-34625) filed 
with the Securities and Exchange Commission on August 29, 1997.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED MAY 28, 1998", "secsgml_size_bytes": 20887}]
{"company-data": {"conformed-name": "ADAC LABORATORIES", "cik": "0000313798", "assigned-sic": "3844", "irs-number": "941725806", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53871", "film-number": "98633506"}, "business-address": {"street1": "540 ALDER DR", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4083219100"}, "mail-address": {"street1": "540 ALDER DR", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
1
The Registrant requests that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.  
   As filed with the Securities and Exchange Commission on May 28, 1998.
================================================================================
                                                            Registration No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ADAC LABORATORIES
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   California
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   94-1725806
                      -----------------------------------
                      (I.R.S. Employer Identification No.)

                                 540 Alder Drive
                           Milpitas, California 95035
                                 (408) 321-9100
               --------------------------------------------------
               (Address, including zip code and telephone number,
                      including area code, of Registrant's
                          principal executive offices)

                            1992 STOCK OPTION PLAN
                        AND STOCK OPTION AGREEMENT (1996)
               --------------------------------------------------
                           (Full Title of the Plan)
                               KAREN L. MASTERSON
                       VICE PRESIDENT AND GENERAL COUNSEL
                                ADAC LABORATORIES
                                 540 ALDER DRIVE
                           MILPITAS, CALIFORNIA 95035
                                 (408) 321-9100
            ---------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                         COPY TO:  PAGE MAILLIARD, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                                650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA  94034
================================================================================

                         CALCULATION OF REGISTRATION FEE
Title of Each               Proposed         Proposed          Amount of
Class of                    Maximum          Maximum           Registration
Securities to  Amount to be Offering Price   Aggregate         Fee (2)
be Registered  Registered(1)Per Share (2)    Offering Price (2)
-------------- ------------ ---------------- ----------------- ----------
Common Stock,      847,000           $19.75    $16,728,250.00  $4,934.83
no par value
1)  Plus, in accordance with Rule 416(a), such indeterminate number of shares
    as may become subject to options under the Employee Stock Purchase Plan
    1994 (the "Plan") as a result of the adjustment provisions therein.

2)  The registration fee for 847,000 shares of Common Stock issuable upon
    exercise of options under the Plan which may be granted in the future
    is estimated solely for the purpose of determining the amount of the 
    registration fee, based upon the average between the high and low price 
    of Registrant's Common Stock of $19.75 on the NASDAQ National Market
    System on May 26, 1998.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.     Plan Information*.

Item 2.     Registrant Information and Employee Plan Annual 
Information*.

    *   Information required by Part I to be contained in the Section 
        10(A) prospectus is omitted from the Registration Statement in 
        accordance with Rule 428 under the Securities Act of 1933 and the 
        Note to Part I on Form S-8.

                                PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

        The following documents filed by Registrant with the Securities 
and Exchange Commission are incorporated by reference in the 
Registration Statement:

        (a)     The Registrant's latest annual report on Form 10-K for 
the fiscal year ended September 28, 1997 and filed with the SEC on
December 29, 1997;

        (b)     The Registrant's Quarterly Report on Form 10-Q for the 
fiscal quarter ended December 28, 1997 and filed with the SEC on
February 11, 1998; and 

        (c)     The Registrant's Quarterly Report on Form 10-Q for the 
fiscal quarter ended March 29, 1998 and filed with the SEC on 
May 13, 1998.  

        In addition, all documents subsequently filed by the Registrant 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, prior to the filing of a post-effective amendment 
which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference in this registration statement and to be part 
hereof from the date of filing 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.

        The By-Laws of the Company provide for the indemnification of 
directors and officers to the fullest extent permitted by the General 
Corporation Law of the State of California.

        Section 317 of the General Corporation Law of the State of 
California authorizes indemnification when a person is made a party to 
any proceeding by reason of the fact that such person is or was a 
director, officer, employee or agent of the corporation or was so 
serving at the request of the corporation in such capacity for another 
corporation, and if such person acted in good faith and in a manner 
reasonably believed to be in, or not opposed to, the best interest of 
the corporation.  With respect to any criminal proceeding, such person 
must have had no reasonable cause to believe the conduct was unlawful.  
If it is determined that the conduct of such person meets these 
standards, such person may be indemnified for expenses incurred and 
amounts paid in such proceedings if actually and reasonably incurred in 
connection therewith.

        If such a proceeding is brought by or on behalf of the corporation 
(i.e., a derivative suit), such person may be indemnified against 
expenses actually and reasonably believed to be in, or not opposed to, 
the best interests of the corporation.  There can be no indemnification 
with respect to any matter as to which such person is adjudged to be 
liable to the corporation for negligence or misconduct in the 
performance of his or her duty; however, a court may, even in such case, 
allow indemnification of such expenses as the court deems proper.  Where 
such person is successful in any such proceeding, he or she is entitled 
to be indemnified against expenses actually and reasonably incurred by 
him or her.  In all other cases, indemnification is made by the 
corporation upon determination by it that indemnification of such person 
is proper because such person has met the applicable standard of 
conduct.

        The Company has also entered into indemnification agreements with 
its directors and certain officers which contractually obligate the 
Company to indemnify such persons to the fullest extent permitted under 
California law.

        The California General Corporation Law permits a California 
corporation to include in its Articles of Incorporation a provision 
eliminating or limiting the liability of directors for monetary damages 
arising from breaches of their fiduciary duty.  The only limitations 
imposed under the statute are that the provisions may not eliminate or 
limit a director's liability (i) for acts or omissions that involve 
intentional misconduct or a knowing and culpable violation of law, (ii) 
for acts or omissions that a director believes to be contrary to the 
best interests of the corporation or its shareholders or that involve 
the absence of good faith on the part of the director, (iii) for any 
transaction from which a director derived an improper personal benefit, 
(iv) for acts or omissions that show a reckless disregard for the 
director's duty to the corporation or its shareholders in circumstances 
in which the director was aware, or should have been aware, in the 
ordinary course of performing a director's duties, of a risk of serious 
injury to the corporation or its shareholders, (v) for acts or omissions 
that constitute an unexcused pattern of inattention that amounts to an 
abdication of the director's duty to the corporation or its 
shareholders, or (vi) for the payment of unlawful dividends, stock 
purchases or redemptions.  The Company's Articles of Incorporation 
contain a provision eliminating the liability of the Company's directors 
for breaches of their fiduciary duty, subject to the limitations imposed 
by statute as described above.  The provisions do not limit or otherwise 
affect the personal liability of a director for violation of Federal 
Securities Law.

Item 7.     Exemption from Registration Claimed.

        Not applicable.

Item 8.     Exhibits.

     Exhibit
     Number

        4.1*    ADAC Laboratories 1992 Stock Option Plan.

        4.2*    Amendment No. 1 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.3*    Amendment No. 2 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.4*    Amendment No. 3 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.5*    Amendment No. 4 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.6*    Amendment No. 5 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.7*    Amendment No. 6 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.8     Amendment No. 7 to ADAC Laboratories 1992 Stock 
                Option Plan.

        4.9*    ADAC Laboratories Stock Option Agreement (Not 
                Issued Under Any Stock Option Plan).

        5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.

        23.1    Consent of Coopers & Lybrand L.L.P

        23.2    Consent of Wilson Sonsini Goodrich & Rosati 
                (contained in Exhibit 5.1).

*    Incorporated by reference to the exhibit filed with the 
Registrant's registration statement on form S-8 (File No. 333-34625) 
filed with the Securities and Exchange Commission on August 29, 1997.

Item 9.     Undertakings.

        (a)  The undersigned Registrant hereby undertakes:

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

                        (i)  To include any prospectus required by Section 
10(s)(3) of the Securities Act of 1933;

                        (ii)  To reflect in the prospectus any facts or events 
arising after the effective date of this Registration Statement (or the 
most recent post-effective amendment thereof) which, individually or in 
the aggregate, represent a fundamental change in the information set 
forth in this Registration Statement;

                        (iii)  To include any material information with 
respect to the plan of distribution not previously disclosed in this 
Registration Statement or any material change to such information in 
this Registration Statement; provided however, that paragraphs (A)(1)(i) 
and (A)(1)(ii) do not apply if the information required to be included 
in a post-effective amendment by those paragraphs is contained in 
periodic reports filed by Registrant pursuant to Section 13 or Section 
15(d) of the Securities Exchange Act of 1934 that are incorporated by 
reference in this Registration Statement.

                (2)     That, for the purpose of determining any liability 
under the Securities Act, 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 undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each 
filing of the Registrant's annual report pursuant to Section 13(a) or 
Section 15(d) of the Exchange Act (and, where applicable, each filing of 
an employee benefit plan's annual report pursuant to Section 15(d) of 
the Exchange Act) that is incorporated by reference in the 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)     (1)     The undersigned Registrant hereby undertakes to 
deliver or cause to be delivered with the Prospectus to each person to 
whom the Prospectus is sent or given a copy of Registrant's annual 
report to shareholders for its last fiscal year, unless such employee 
otherwise has received a copy of such report, in which case Registrant 
shall state in the Prospectus that it will promptly furnish, without 
charge, a copy of such report on written request of the employee.  If 
the last fiscal year of Registrant has ended within 120 days prior to 
the use of the Prospectus, the annual report of Registrant for the 
preceding fiscal year may be so delivered, but within such 120-day 
period the annual report for the last fiscal year will be furnished to 
each such employee.

                (2)     The undersigned Registrant hereby undertakes to 
transmit or cause to be transmitted to all employees participating in 
the Plan who do not otherwise receive such material as shareholders of 
registrant, at the time and in the manner such material is sent to its 
shareholders, copies of all reports, proxy statements and other 
communications distributed to its shareholders generally.

        (d)     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of Registrant pursuant to the foregoing provisions, 
or otherwise, 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 Registrant of expenses incurred or paid by a 
director, officer or controlling person of 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, 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.
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 Milpitas, 
California on the date set forth below.

Date:  May 28, 1998                    ADAC LABORATORIES
        (Registrant)

                                        BY:/s/ R. Andrew Eckert                 
                                           R. Andrew Eckert,
                                           Chief Executive Officer
                                           (Principal Executive Officer)

        KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints R. Andrew Eckert and 
P. Andre Simone and each of them acting individually, as such person's 
true and lawful attorneys-in-fact and agents, each with full power of 
substitution, for such person, in any and all capacities, to sign any 
and all amendments (including post-effective amendments) to this 
Registration Statement, and to file same, with all exhibits thereto and 
other documents in connection therewith, with the Securities and 
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 and necessary to be done in connection 
therewith, as fully to all intents and purposes as such person 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 or her 
substitutes, may do or cause to be done by virtue thereof. 

        Pursuant to the requirements of the Securities Exchange 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                    Capacities                  Date
-------------------------- ------------------------------- -----------------
/s/ David L. Lowe          Chairman of the Board           May 28, 1998
-------------------------  of Directors
David L. Lowe

/s/ R. Andrew Eckert       Chief Executive Officer         May 28, 1998
-------------------------  and Director
R. Andrew Eckert           (Principal Executive Officer)

/s/ P. Andre Simone        Chief Financial Officer         May 28, 1998
-------------------------  (Principal Financial Officer)
P. Andre Simone

/s/ Bruce M. Blanco        Vice President and Corporate    May 28, 1998
-------------------------  Controller (Chief Accounting 
Bruce M. Blanco            Officer)

/s/ Stanley D. Czerwinski  Director                        May 28, 1998
-------------------------
Stanley D. Czerwinski

/s/ Graham O. King         Director                        May 28, 1998
-------------------------
Graham O. King

/s/ F. David Rollo         Director                        May 28, 1998
-------------------------
F. David Rollo

/s/ Edmund H. Shea,  Jr.   Director                        May 28, 1998
-------------------------
Edmund H. Shea, Jr.
ADAC LABORATORIES
                REGISTRATION STATEMENT ON FORM S-8

                        INDEX TO EXHIBITS

        Exhibit
        Number               Description

        4.1*    ADAC Laboratories 1992 Stock Option Plan

        4.2*    Amendment No. 1 to ADAC Laboratories 1992 
                Stock Option Plan

        4.3*    Amendment No. 2 to ADAC Laboratories 1992 
                Stock Option Plan

        4.4*    Amendment No. 3 to ADAC Laboratories 1992 
                Stock Option Plan

        4.5*    Amendment No. 4 to ADAC Laboratories 1992 
                Stock Option Plan

        4.6*    Amendment No. 5 to ADAC Laboratories 1992 
                Stock Option Plan

        4.7*    Amendment No. 6 to ADAC Laboratories 1992 
                Stock Option Plan

        4.8     Amendment No. 7 to ADAC Laboratories 1992 
                Stock Option Plan

        4.9*    ADAC Laboratories Stock Option Agreement 
                (Not Issued Under Any Stock Option Plan)

        5.1     Opinion of Wilson, Sonsini, Goodrich & 
                Rosati, P.C.

        23.1    Consent of Coopers & Lybrand L.L.P.

        23.2    Consent of Wilson Sonsini Goodrich & 
                Rosati (contained in Exhibit 5.1)

*       Incorporated by reference to the exhibit filed with the Registrant's 
registration statement on form S-8 (File No. 333-34625) filed 
with the Securities and Exchange Commission on August 29, 1997.