<PAGE>
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                           ____________
                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                           ____________

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

                             Delaware
          (State or other jurisdiction of Incorporation)

                            58-1729436
               (I.R.S. employer identification No.)

6025 Nicolle Street, Suite A, Ventura, California          93003
    (Address of principal executive offices)             (Zip Code)

      Biopool International, Inc. 1993 Stock Incentive Plan
                       (Full title of plan)

                      Michael D. Bick Ph.D.
                   6025 Nicolle Street, Suite A
                    Ventura, California  93003
             (Name and address of agent for service)

                          (805) 654-0643
  (Telephone number, including area code, of agent for service)
                           ____________
                            Copies to:
                     Scott W. Alderton, Esq.
                 Troop Meisinger Steuber & Pasich
                  10940 Wilshire Blvd. Suite 800
                  Los Angeles, California 90024
                          (310) 824-7000
                           ____________

                 CALCULATION OF REGISTRATION FEE
___________________________________________________________________
                               Proposed     Proposed
     Title of                  Maximum      Maximum
    Securities      Amount     Offering     Aggregate     Amount 
      to be         to be      Price Per    Offering   Registration
    Registered    Registered   Share (1)    Price (1)      Fee
___________________________________________________________________
   Common Stock   1,650,000      $3.00     $4,950,000   $1,706.90
___________________________________________________________________

(1) Estimated solely for purposes of calculating the registration 
    fee pursuant to Rule 457.

<PAGE>
                             PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents are incorporated herein by
reference:

    (a)  Registrant's Annual Report on Form 10-K, for the fiscal
         year ended December 31, 1995;

    (b)  Registrant's Quarterly Report on Form 10-Q, for the
         quarters ended March 31, 1996, June 30, 1996 and
         September 30, 1996; and 

    (c)  The information under the caption "DESCRIPTION OF
         SECURITIES--Common Stock" on Page 35 of Registrant's
         Registration Statement on Form S-1 (Registration No.
         33-20584).

All documents subsequently filed by 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 of such
documents.


Item 4.  DESCRIPTION OF SECURITIES.

    The securities to be offered are registered under Section
12 of the Exchange Act.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    None.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law
("DGCL") provides that the Registrant may indemnify an officer or
director who is made a party or threatened to be made a party to
any action or proceeding (including a law suit or derivative
action) because of his position, against expenses actually and
reasonably incurred by him in connection with the action, if he
acted in good faith in a manner he reasonably believed to be in

<PAGE>
or not opposed to the best interests of the Registrant, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.  If the officer
or director is adjudged liable to the Registrant, indemnity can
be made only by court order.  If the director or officer is
successful on the merits or otherwise, he must be indemnified 
against all expenses actually and reasonably incurred.  Also,
Section 145 of the DGCL provides that the Registrant may advance
expenses incurred by a director or officer in defending an action
or proceeding if the director or officer agrees to repay such
amounts if it is determined that he is not entitled to be
indemnified. 

    Article VII, Section 8.1 of the Registrant's Bylaws
provides that the Registrant shall (a) indemnify any officer or
director who is made a party or threatened to be made a party to
any action or proceeding by or in the right of the Registrant,
because of his or her position, against expenses actually and
reasonably incurred by him in connection with the action or
proceeding, and (b) indemnify any officer or director who is made
a party or threatened to be made a party to any action or
proceeding (other than an action by or in the right of the
Registrant), because of his or her position, against expenses,
judgements, fines and settlements actually and reasonably
incurred by him in connection with the action or proceeding, to
the fullest extent permissible under subsections (a) through (e)
of Section 145 of the DGCL.  Thus, directors and officers of the
Registrant will be indemnified by the Registrant provided that
each such person acted in good faith and in a manner that he
reasonably believed was in or not opposed to the Registrant's
best interests, and, with respect to any criminal action, if such
person had no reasonable cause to believe that his conduct was
unlawful.  The Registrant may not indemnify a director or
officer, absent of court order, if such person was found liable
to the Registrant and the Registrant must indemnify any director
or officer who is successful on the merits of his defense. 
Additionally, the Registrant may advance expenses to a director
or officer in accordance with Section 145 of the DGCL summarized
in the preceding paragraph.

    The Registrant's Certificate of Incorporation provides that
the personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by Section 102(b)(7)
of the DGCL.  Section 102(b)(7) permits the Registrant to
eliminate the personal liability of its directors to the
Registrant, or any of its stockholders, for monetary damages
resulting from the breach of the director's fiduciary duty,
except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or 

<PAGE>
omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) pursuant to Section
174 of the DGCL (involving certain unlawful dividends or stock
purchases, as described more fully below), or (iv) for any
transaction for which the director derived an improper personal
benefit (the "Liability Provision").

    The Liability Provision provides the Registrant's directors
with the full protection against personal liability that is
permitted under the DGCL.  The Liability Provision eliminates
personal liability of director to the Registrant or its
stockholders for monetary damages in the future if there is any 

breach of fiduciary duty (including, without limitation, any
liability for gross negligence in the performance of their
duties), except (i) for any breach of the director's duty of
loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for
violations of section 174 of the DGCL or (v) for any transaction
from which the director derived an improper personal benefit. 
Section 174 of the DGCL provides that directors shall, under
certain circumstances, be jointly and severally liable for
willful or negligent violations of Sections 160 and 173 of the
DGCL.  Section 160 of the DGCL imposes certain requirements with
respect to stock repurchases and redemptions, and Section 173 of
the DGCL imposes certain requirements with respect to dividends. 
Subject to these exceptions, under the Liability Provision,
directors do not have any personal liability to the Registrant or
its stockholders for any violation of fiduciary duty.  The
limitation of liability only applies to claims by the Registrant
or its stockholders and does not preclude or limit recovery of
damages by third parties, such as creditors.  The Liability
Provision further provides that any repeal or modification of the
limitations on liability set forth in the Liability Provision
does not apply to acts or omissions of directors that occurred
before such repeal or modification.

    The effect of the Liability Provision is to eliminate
personal liability of directors for violations of their fiduciary
duty of care.  The Liability Provision absolves directors from
liability to the Registrant or its stockholders for negligence in
the performance of their duties, including gross negligence.  The
Liability Provision does not, however, insulate directors of the
Registrant from liability to the Registrant or its stockholders
for breach of the duty of loyalty and for other types of "bad
faith" conduct.

<PAGE>
    While the Liability Provision protects directors from
awards of monetary damages for breaches of the duty of care, it
does not eliminate or change the duty of care.  Accordingly, the
Liability Provision does not limit the availability of equitable
remedies, such as an injunction or rescission based on a
directors's breach of the duty of care, although, as a practical
matter, equitable remedies may not be available (e.g., after a
transaction has already been effected).  The Liability Provision
eliminates the liability of directors only for future conduct and
does not apply to acts or omission of directors that occurred
before its adoption.  The Liability Provision also does not apply
to claims against a director arising out of actions taken in his
capacity as an officer, or limit or affect the stockholders'
ability to seek and obtain relief under any other law, including
the federal securities laws.

    The Liability Provision limits the remedies available to a
stockholder seeking to challenge a Board decision protected by
the Liability Provision, including, for example, decisions
relating to acquisition proposals or similar transactions.  The
Liability Provision may, therefore, reduce the likelihood of
derivative litigation against directors, and may discourage or
deter stockholders or management from bringing a lawsuit against
directors for breach of their duty, even though such an action,
if successful, might otherwise have benefited the Registrant and
its stockholders.

    Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, is permitted to directors
and officers of the Registrant pursuant to the above statutory
provisions, the Registrant understands that the Securities and 
Exchange Commission is of the opinion that such indemnification
contravenes federal public policy as expressed in said act and
therefore is unenforceable.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

<PAGE>
Item 8.  EXHIBITS.

    4.1     Registrant's 1993 Stock Incentive Plan.*

    4.2     Form of Incentive Stock Option Agreement.

    4.3     Form of Non-Statutory Stock Option Agreement.

    5.1     Opinion of Troop Meisinger Steuber & Pasich
            regarding validity of securities.

    23.1    Consent of Troop Meisinger Steuber & Pasich

    23.2    Consent of Ernst & Young.

_______________

*   Incorporated herein by reference from Registrant's Annual
    Report on Form 10-K for the fiscal year ended December 31,
    1994.


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(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;

              (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.

<PAGE>
         (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 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 of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
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)  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, 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 the 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,
registrant will, unless in the opinion of the counsel the matter
has been settled by controlling precedent, submit to the
appropriate jurisdiction the question of 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
the City of Ventura, State of California, on this 28th day of
February 1997.

                             BIOPOOL INTERNATIONAL, INC.
                             (Registrant)

                             By:  /s/ Michael D. Bick, Ph.D.
                                  _____________________________
                                  Michael D. Bick, Ph.D.
                                  Chairman, Chief Executive Officer 
                                  and President

    Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.

       SIGNATURE                   TITLE                     DATE


/s/ Michael D. Bick, Ph.D.    Chairman, Chief Execu-   February 28, 1997
__________________________    tive Officer, Presi-
Michael D. Bick, Ph.D.        dent and Director


/s/ Robert K. Foote           Chief Financial Officer  February 28, 1997
__________________________
Robert K. Foote


/s/ Andrew L. Cerskus, Ph.D.  Director                 February 28, 1997
__________________________
Andrew L. Cerskus, Ph.D.


/s/ Lewis J. Kaufman          Director                 February 28, 1997
__________________________
Lewis J. Kaufman


/s/ Douglas L. Ayer           Director                 February 28, 1997
__________________________
Douglas L. Ayer
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{"company-data": {"conformed-name": "BIOPOOL INTERNATIONAL INC", "cik": "0000830736", "assigned-sic": "2835", "irs-number": "581729436", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22819", "film-number": "97551072"}, "business-address": {"street1": "6025 NICOLLE ST SUITE A", "city": "VENTURA", "state": "CA", "zip": "93003", "phone": "8056540643"}, "mail-address": {"street1": "6025 NICOLLE STREET", "city": "VENTURA", "state": "CA", "zip": "93003"}, "former-company": {"former-conformed-name": "CYTRX BIOPOOL LTD", "date-changed": "19890716"}}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                           ____________
                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                           ____________

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

                             Delaware
          (State or other jurisdiction of Incorporation)

                            58-1729436
               (I.R.S. employer identification No.)

6025 Nicolle Street, Suite A, Ventura, California          93003
    (Address of principal executive offices)             (Zip Code)

      Biopool International, Inc. 1993 Stock Incentive Plan
                       (Full title of plan)

                      Michael D. Bick Ph.D.
                   6025 Nicolle Street, Suite A
                    Ventura, California  93003
             (Name and address of agent for service)

                          (805) 654-0643
  (Telephone number, including area code, of agent for service)
                           ____________
                            Copies to:
                     Scott W. Alderton, Esq.
                 Troop Meisinger Steuber & Pasich
                  10940 Wilshire Blvd. Suite 800
                  Los Angeles, California 90024
                          (310) 824-7000
                           ____________

                 CALCULATION OF REGISTRATION FEE
___________________________________________________________________
                               Proposed     Proposed
     Title of                  Maximum      Maximum
    Securities      Amount     Offering     Aggregate     Amount 
      to be         to be      Price Per    Offering   Registration
    Registered    Registered   Share (1)    Price (1)      Fee
___________________________________________________________________
   Common Stock   1,650,000      $3.00     $4,950,000   $1,706.90
___________________________________________________________________

(1) Estimated solely for purposes of calculating the registration 
    fee pursuant to Rule 457.
PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents are incorporated herein by
reference:

    (a)  Registrant's Annual Report on Form 10-K, for the fiscal
         year ended December 31, 1995;

    (b)  Registrant's Quarterly Report on Form 10-Q, for the
         quarters ended March 31, 1996, June 30, 1996 and
         September 30, 1996; and 

    (c)  The information under the caption "DESCRIPTION OF
         SECURITIES--Common Stock" on Page 35 of Registrant's
         Registration Statement on Form S-1 (Registration No.
         33-20584).

All documents subsequently filed by 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 of such
documents.

Item 4.  DESCRIPTION OF SECURITIES.

    The securities to be offered are registered under Section
12 of the Exchange Act.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    None.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law
("DGCL") provides that the Registrant may indemnify an officer or
director who is made a party or threatened to be made a party to
any action or proceeding (including a law suit or derivative
action) because of his position, against expenses actually and
reasonably incurred by him in connection with the action, if he
acted in good faith in a manner he reasonably believed to be in
or not opposed to the best interests of the Registrant, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.  If the officer
or director is adjudged liable to the Registrant, indemnity can
be made only by court order.  If the director or officer is
successful on the merits or otherwise, he must be indemnified 
against all expenses actually and reasonably incurred.  Also,
Section 145 of the DGCL provides that the Registrant may advance
expenses incurred by a director or officer in defending an action
or proceeding if the director or officer agrees to repay such
amounts if it is determined that he is not entitled to be
indemnified. 

    Article VII, Section 8.1 of the Registrant's Bylaws
provides that the Registrant shall (a) indemnify any officer or
director who is made a party or threatened to be made a party to
any action or proceeding by or in the right of the Registrant,
because of his or her position, against expenses actually and
reasonably incurred by him in connection with the action or
proceeding, and (b) indemnify any officer or director who is made
a party or threatened to be made a party to any action or
proceeding (other than an action by or in the right of the
Registrant), because of his or her position, against expenses,
judgements, fines and settlements actually and reasonably
incurred by him in connection with the action or proceeding, to
the fullest extent permissible under subsections (a) through (e)
of Section 145 of the DGCL.  Thus, directors and officers of the
Registrant will be indemnified by the Registrant provided that
each such person acted in good faith and in a manner that he
reasonably believed was in or not opposed to the Registrant's
best interests, and, with respect to any criminal action, if such
person had no reasonable cause to believe that his conduct was
unlawful.  The Registrant may not indemnify a director or
officer, absent of court order, if such person was found liable
to the Registrant and the Registrant must indemnify any director
or officer who is successful on the merits of his defense. 
Additionally, the Registrant may advance expenses to a director
or officer in accordance with Section 145 of the DGCL summarized
in the preceding paragraph.

    The Registrant's Certificate of Incorporation provides that
the personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by Section 102(b)(7)
of the DGCL.  Section 102(b)(7) permits the Registrant to
eliminate the personal liability of its directors to the
Registrant, or any of its stockholders, for monetary damages
resulting from the breach of the director's fiduciary duty,
except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) pursuant to Section
174 of the DGCL (involving certain unlawful dividends or stock
purchases, as described more fully below), or (iv) for any
transaction for which the director derived an improper personal
benefit (the "Liability Provision").

    The Liability Provision provides the Registrant's directors
with the full protection against personal liability that is
permitted under the DGCL.  The Liability Provision eliminates
personal liability of director to the Registrant or its
stockholders for monetary damages in the future if there is any 

breach of fiduciary duty (including, without limitation, any
liability for gross negligence in the performance of their
duties), except (i) for any breach of the director's duty of
loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for
violations of section 174 of the DGCL or (v) for any transaction
from which the director derived an improper personal benefit. 
Section 174 of the DGCL provides that directors shall, under
certain circumstances, be jointly and severally liable for
willful or negligent violations of Sections 160 and 173 of the
DGCL.  Section 160 of the DGCL imposes certain requirements with
respect to stock repurchases and redemptions, and Section 173 of
the DGCL imposes certain requirements with respect to dividends. 
Subject to these exceptions, under the Liability Provision,
directors do not have any personal liability to the Registrant or
its stockholders for any violation of fiduciary duty.  The
limitation of liability only applies to claims by the Registrant
or its stockholders and does not preclude or limit recovery of
damages by third parties, such as creditors.  The Liability
Provision further provides that any repeal or modification of the
limitations on liability set forth in the Liability Provision
does not apply to acts or omissions of directors that occurred
before such repeal or modification.

    The effect of the Liability Provision is to eliminate
personal liability of directors for violations of their fiduciary
duty of care.  The Liability Provision absolves directors from
liability to the Registrant or its stockholders for negligence in
the performance of their duties, including gross negligence.  The
Liability Provision does not, however, insulate directors of the
Registrant from liability to the Registrant or its stockholders
for breach of the duty of loyalty and for other types of "bad
faith" conduct.
While the Liability Provision protects directors from
awards of monetary damages for breaches of the duty of care, it
does not eliminate or change the duty of care.  Accordingly, the
Liability Provision does not limit the availability of equitable
remedies, such as an injunction or rescission based on a
directors's breach of the duty of care, although, as a practical
matter, equitable remedies may not be available (e.g., after a
transaction has already been effected).  The Liability Provision
eliminates the liability of directors only for future conduct and
does not apply to acts or omission of directors that occurred
before its adoption.  The Liability Provision also does not apply
to claims against a director arising out of actions taken in his
capacity as an officer, or limit or affect the stockholders'
ability to seek and obtain relief under any other law, including
the federal securities laws.

    The Liability Provision limits the remedies available to a
stockholder seeking to challenge a Board decision protected by
the Liability Provision, including, for example, decisions
relating to acquisition proposals or similar transactions.  The
Liability Provision may, therefore, reduce the likelihood of
derivative litigation against directors, and may discourage or
deter stockholders or management from bringing a lawsuit against
directors for breach of their duty, even though such an action,
if successful, might otherwise have benefited the Registrant and
its stockholders.

    Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, is permitted to directors
and officers of the Registrant pursuant to the above statutory
provisions, the Registrant understands that the Securities and 
Exchange Commission is of the opinion that such indemnification
contravenes federal public policy as expressed in said act and
therefore is unenforceable.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.
Item 8.  EXHIBITS.

    4.1     Registrant's 1993 Stock Incentive Plan.*

    4.2     Form of Incentive Stock Option Agreement.

    4.3     Form of Non-Statutory Stock Option Agreement.

    5.1     Opinion of Troop Meisinger Steuber & Pasich
            regarding validity of securities.

    23.1    Consent of Troop Meisinger Steuber & Pasich

    23.2    Consent of Ernst & Young.

_______________

*   Incorporated herein by reference from Registrant's Annual
    Report on Form 10-K for the fiscal year ended December 31,
    1994.

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(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;

              (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.
(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 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 of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
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)  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, 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 the 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,
registrant will, unless in the opinion of the counsel the matter
has been settled by controlling precedent, submit to the
appropriate jurisdiction the question of 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
the City of Ventura, State of California, on this 28th day of
February 1997.

                             BIOPOOL INTERNATIONAL, INC.
                             (Registrant)

                             By:  /s/ Michael D. Bick, Ph.D.
                                  _____________________________
                                  Michael D. Bick, Ph.D.
                                  Chairman, Chief Executive Officer 
                                  and President

    Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.

       SIGNATURE                   TITLE                     DATE

/s/ Michael D. Bick, Ph.D.    Chairman, Chief Execu-   February 28, 1997
__________________________    tive Officer, Presi-
Michael D. Bick, Ph.D.        dent and Director

/s/ Robert K. Foote           Chief Financial Officer  February 28, 1997
__________________________
Robert K. Foote

/s/ Andrew L. Cerskus, Ph.D.  Director                 February 28, 1997
__________________________
Andrew L. Cerskus, Ph.D.

/s/ Lewis J. Kaufman          Director                 February 28, 1997
__________________________
Lewis J. Kaufman

/s/ Douglas L. Ayer           Director                 February 28, 1997
__________________________
Douglas L. Ayer