<HTML>
<head>
<TITLE>S-8 doc</TITLE>
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<p align="right"><font size="3" color="FF0000"><strong>

The Registrant requests that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.  <BR>
   As filed with the Securities and Exchange Commission on September 22, 2000.<BR>
                                               Registration No. 333-________

</strong></font></p>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

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

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

<p align="center"><font size="3"><strong>
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


</strong></font></p>

<p align="center"><font size="6" color="#0000FF"><strong>
                              <u>ADAC LABORATORIES</u>
</strong></font></br>
<font size="2">
      (Exact Name of Registrant as Specified in its Charter)

</font>

<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>California</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u> 94-1725806</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><strong>
                                 540 Alder Drive<BR>
                         Milpitas, California &nbsp;&nbsp;95035<br>
                                <u>(408) 321-9100
</strong></font></u><br>

<font size="2">
       (Address, Including Zip Code, and Telephone Number, Including Area Code<br>
                       of Registrar's Principal Executive Offices)</P>
</font></p>

<p align="center"><font size="4" color="#0000FF"><strong>


                       <u> 1999 LONG-TERM INCENTIVE PLAN</u>
</strong></font></br>
<font size="2">
      (Full Title of the Plan)
</font></p>



<HR WIDTH="25%">
<p align="center"><font size="3"><strong>
                                  JUDY J. ROWE<BR>
                        VICE PRESIDENT OF HUMAN RESOURCES<BR>
               AND ADMINISTRATION AND ASSISTANT CORPORATE SECRETARY<BR>
                                ADAC LABORATORIES<BR>
                                 540 ALDER DRIVE<BR>
                           MILPITAS, CALIFORNIA 95035<BR>
                                 (408) 321-9100
</strong></font><br>

<font size="2">
          (Name, Address, Including Zip Code, and Telephone Number,<br>
                  Including Area Code, of Agent for Service)
</font></p>

<HR WIDTH="25%">

<p align="center"><font size="3"><strong>
                                   Copies to:<br>
<br>
                                  PAGE MAILLIARD, ESQ.<BR>
                        WILSON, SONSINI, GOODRICH & ROSATI, P.C.<BR>
                             PROFESSIONAL CORPORATION<BR>
                                650 PAGE MILL ROAD<BR>
                           PALO ALTO, CALIFORNIA 94304
</strong></font></p>


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

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=5 WIDTH=732>
<TR><TD WIDTH="30%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"> Title of Each Class of Securities to be Registered
</B>&#9;</FONT></TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"> Amount to be Registered(1)
</B>&#9;</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"> Proposed Maximum Offering Price Per Share(2)
</B>&#9;</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"> Proposed Maximum Aggregate Offering Price(2)
</B>&#9;</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER"> Amount of Registration Fee(2)
</B>&#9;</FONT></TD>
</TR>

<TR><TD WIDTH="30%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER"> Common Stock, no par value
&#9;</FONT></TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;990,000
&#9;</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;$12.62
&#9;</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;$12,491,667.18
&#9;</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;$3,297.80
&#9;</FONT></TD>
</TR>

</TABLE>

<HR align=left SIZE=2 width="100%">
<HR align=left SIZE=2 width="100%">


<font size="2">
<P ALIGN=JUSTIFY>
1)  Pursuant to Rule 429 of the Securities Act of 1933, as amended, (the "Securities Act"),
    the Prospectus delivered to participants under the Registant's 1999 Long-Term Incentive
    Plan, also relates to an aggregate of 920,000 shares previously registered under Form
    S-8 Registration No. 333-85891.


<P ALIGN=JUSTIFY>
2)  The Proposed Maximum Offering Price Per Share was estimated in part
    pursuant to Rule 457(h) under the Securities Act.  With respect to 957,675
    shares which are subject to outstanding options to purchase Common Stock under
    the 1999 Long-Term Incentive Plan (the "Plan"), the Proposed Maximum Offering
    Price Per Share was estimated pursuant to Rule 457(h) under which the per
    share price of options to purchase stock under an employee stock option
    may be estimated by reference to the exercise price of such options.  With
    respect to 32,325 shares of Common Stock available for future grant under
    the 1999 Plan, the Proposed Maximum Offering Price Per Share was estimated
    pursuant to Rule 457(c) whereby the per share price was determined by
    reference to the average between the high and low price reported in the
    NASDAQ National Market on September 18, 2000, which average was $19.8125.
    The number referenced above in the table entitled "Proposed Maximum
    Offering Price Per Share" represents a weighted average of the foregoing
    estimates calculated in accordance with Rules 457(h) and 457(c).



</font size="2">

<p align="center"><font size="3"><strong>
                               ADAC LABORATORIES<BR>
                       REGISTRATION STATEMENT ON FORM S-8<br>
<br>
                                     PART II<br>
<br>
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT<br>
</strong>


<P><STRONG>Item 3.     Incorporation of Documents by Reference.</STRONG>

<P ALIGN=JUSTIFY>     The following documents filed by Registrant with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in the
Registration Statement:

<BLOCKQUOTE>
<P ALIGN=JUSTIFY>     (a) The Registrant's latest annual report on Form 10-K for the fiscal
year ended October 3, 1999 and filed with the SEC on January 3, 2000;

<P ALIGN=JUSTIFY>     (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 2, 2000 and filed with the SEC on February 16, 2000;
and

<P ALIGN=JUSTIFY>     (c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2000 and filed with the SEC on May 15, 2000;

<P ALIGN=JUSTIFY>     (d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 2, 2000 and filed with the SEC on August 14, 2000;

<P ALIGN=JUSTIFY>     (e) The description of Registrant's Common Stock to be offered
hereby is contained in the Registrant's Registration Statement on Form 8-A filed with
the Commission on November 26, 1980 pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed
for the purpose of updating such description.

</BLOCKQUOTE>


<P ALIGN=JUSTIFY>     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.

<P><STRONG>Item 4.     Description of Securities.</STRONG>

<P ALIGN=JUSTIFY>     Not applicable.

<P><STRONG>Item 5.     Interests of Named Experts and Counsel.</STRONG>

<P ALIGN=JUSTIFY>     Not applicable.

<P><STRONG>Item 6.     Indemnification of Directors and Officers.</STRONG>

<P ALIGN=JUSTIFY>     The By-Laws of the Registrant provide for the indemnification of directors
and officers to the fullest extent permitted by the General Corporation
Law of the State of California.

<P ALIGN=JUSTIFY>     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.

<P ALIGN=JUSTIFY>     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.

<P ALIGN=JUSTIFY>     The Registrant has also entered into indemnification agreements with its
directors and certain officers which contractually obligate the Registrant
to indemnify such persons to the fullest extent permitted under
California law.

<P ALIGN=JUSTIFY>     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 Registrant's Articles of Incorporation
contain a provision eliminating the liability of the Registrant'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.

<P><STRONG>Item 7.     Exemption from Registration Claimed.</STRONG>

<P ALIGN=JUSTIFY>     Not applicable.

<P><STRONG>Item 8.     Exhibits.</STRONG>

<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="15%">
<font size="3"><strong>
<u> Exhibit Number</u>
</font></strong>
</TD>
<TD WIDTH="85%">
<font size="3"><strong>
<u>Description</u>
</font></strong>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.1*
</font>
</TD>
<TD>
<font size="3">
  ADAC Laboratories 1999 Long-Term Incentive Plan.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.2
</font>
</TD>
<TD>
<font size="3">
  Amendment No. 1 to ADAC Laboratories 1999 Long-Term
                Incentive Plan.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
5.1
</font>
</TD>
<TD>
<font size="3">
   Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
 23.1
</font>
</TD>
<TD>
<font size="3">
  Consent of PricewaterhouseCoopers LLP
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
 23.2
</font>
</TD>
<TD>
<font size="3">
  Consent of Wilson Sonsini Goodrich & Rosati
     (contained in Exhibit 5.1.).
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
 24.1
</font>
</TD>
<TD>
<font size="3">
  Power of Attorney (see Page II-5)
</font>
</TD>
</TR>
</TABLE>

<P ALIGN=JUSTIFY>
*    Incorporated by reference to the exhibit filed with the
Registrant's registration statement on Form S-8 (File No. 333-85891)
filed with the Securities and Exchange Commission on August 25, 1999.
</font size="2">

<P><STRONG>Item 9.     Undertakings.</STRONG>
<DIR>
<P ALIGN=JUSTIFY>     (a)  The undersigned Registrant hereby undertakes:
<DIR>
<P ALIGN=JUSTIFY>       (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement 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.

<P ALIGN=JUSTIFY>       (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.

<P ALIGN=JUSTIFY>       (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.
</DIR>

<P ALIGN=JUSTIFY>     (b)  Filing incorporating subsequent Exchange Act documents
by reference

<P ALIGN=JUSTIFY>    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.


<P ALIGN=JUSTIFY>     (h)  Request for acceleration of effective date or filing of
registration statement on Form S-8

<P ALIGN=JUSTIFY>    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.



<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>


<A NAME="sign"></A>
<p align="center"></font><strong>
                                  ADAC LABORATORIES
</strong>

<p align="center"><strong>
                                   SIGNATURES
</strong></p>

<P ALIGN=JUSTIFY>Pursuant to the requirements of the Securities Act of 1933,
the Registrant, ADAC Laboratories, 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.

<P ALIGN=JUSTIFY>Date:  September 22, 2000

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
                                  ADAC LABORATORIES<BR>
<i>                                    (Registrant)</i>
</TD></TR></TABLE>



<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align=left>
/s/ R. Andrew Eckert
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
                                                R. Andrew Eckert,
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I>
                                 Chief Executive Officer<BR>
                                (Principal Executive Officer)
  </I></TD></TR></TABLE></P>




<p align="center"></font><strong>
                                POWER OF ATTORNEY
</strong>
<P ALIGN=JUSTIFY>        KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints R. Andrew Eckert and
Neil J. Laird, and each of them, acting individually, as such person's
true and lawful attorneys-in-fact and agents, each with full power of
substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments (including post-
effective amendments) to this Registration Statement on Form S-8, 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 such attorneys-in-fact and agents,
or any of them, or their substitutes, may do or cause to be done by
virtue thereof.

<P ALIGN=JUSTIFY>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.

<p>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=5 WIDTH=732>
<TR><TD WIDTH="40%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER"> Signature
</B>&#9;</FONT></TD>
<TD WIDTH="45%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER"> Capacities
</B>&#9;</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER"> Date
</B>&#9;</FONT></TD>
</TR>


<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN><u>
/s/ R. Andrew Eckert
</U><BR>
R. Andrew Eckert
&#9;</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN>
Chairman of the Board
of Directors, Chief Executive
Officer and Director (Principal
Executive Officer
&#9;</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">
September 22, 2000
&#9;</FONT></TD>
</TR>

<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN><u>
/s/ Neil J. Laird
</U><BR>
Neil J. Laird
&#9;</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN>
Senior Vice President, Chief
Financial Officer
(Principal Financial and
Accounting Officer)
&#9;</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">
September 22, 2000
&#9;</FONT></TD>
</TR>



<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN=><u>
/s/ Stanley D. Czerwinski
</U><BR>
Stanley D. Czerwinski
&#9;</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN>
Director
&#9;</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">
September 22, 2000
&#9;</FONT></TD>
</TR>


<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN=><u>
/s/ Donald E. Fowler
</U><BR>
Donald E. Fowler
&#9;</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN>
Director
&#9;</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">
September 22, 2000
&#9;</FONT></TD>
</TR>

<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN=><u>
/s/ Dennis R. Raney
</U><BR>
Dennis R. Raney
&#9;</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN>
Director
&#9;</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">
September 22, 2000
&#9;</FONT></TD>
</TR>

<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN=><u>
/s/ F. David Rollo
</U><BR>
F. David Rollo
&#9;</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN>
Director
&#9;</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">
September 22, 2000
&#9;</FONT></TD>
</TR>

<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN=><u>
/s/ Edmund H. Shea,  Jr.
</U><BR>
Edmund H. Shea, Jr.
&#9;</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN>
Director
&#9;</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">
September 22, 2000
&#9;</FONT></TD>
</TR>
</TABLE>

<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>

<p align="center"><strong>
                         ADAC LABORATORIES<BR>
                 REGISTRATION STATEMENT ON FORM S-8<BR>
<BR>
                         INDEX TO EXHIBITS<BR>
</strong></p>


<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="15%">
<font size="3"><strong>
<u> Exhibit Number</u>
</font></strong>
</TD>
<TD WIDTH="85%">
<font size="3"><strong>
<u>Description</u>
</font></strong>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.1*
</font>
</TD>
<TD>
<font size="3">
  ADAC Laboratories 1999 Long-Term Incentive Plan.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.2
</font>
</TD>
<TD>
<font size="3">
  Amendment No. 1 to ADAC Laboratories 1999 Long-Term
                Incentive Plan.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
5.1
</font>
</TD>
<TD>
<font size="3">
   Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
 23.1
</font>
</TD>
<TD>
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  Consent of PricewaterhouseCoopers LLP
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&nbsp;
 23.2
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  Consent of Wilson Sonsini Goodrich & Rosati
     (contained in Exhibit 5.1.).
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&nbsp;
 24.1
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  Power of Attorney (see Page II-5)
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*    Incorporated by reference to the exhibit filed with the
Registrant's registration statement on Form S-8 (File No. 333-85891)
filed with the Securities and Exchange Commission on August 25, 1999.
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S-8 doc
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 September 22, 2000.
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADAC LABORATORIES
(Exact Name of Registrant as Specified in its Charter)
California
94-1725806
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification Number)
540 Alder Drive
Milpitas, California   95035
(408) 321-9100
(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrar's Principal Executive Offices)
1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
JUDY J. ROWE
VICE PRESIDENT OF HUMAN RESOURCES
AND ADMINISTRATION AND ASSISTANT CORPORATE SECRETARY
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)
Copies to:
PAGE MAILLIARD, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI, P.C.
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share(2)
Proposed Maximum Aggregate Offering Price(2)
Amount of Registration Fee(2)
Common Stock, no par value
990,000
$12.62
$12,491,667.18
$3,297.80
1)  Pursuant to Rule 429 of the Securities Act of 1933, as amended, (the "Securities Act"),
    the Prospectus delivered to participants under the Registant's 1999 Long-Term Incentive
    Plan, also relates to an aggregate of 920,000 shares previously registered under Form
    S-8 Registration No. 333-85891.
2)  The Proposed Maximum Offering Price Per Share was estimated in part
    pursuant to Rule 457(h) under the Securities Act.  With respect to 957,675
    shares which are subject to outstanding options to purchase Common Stock under
    the 1999 Long-Term Incentive Plan (the "Plan"), the Proposed Maximum Offering
    Price Per Share was estimated pursuant to Rule 457(h) under which the per
    share price of options to purchase stock under an employee stock option
    may be estimated by reference to the exercise price of such options.  With
    respect to 32,325 shares of Common Stock available for future grant under
    the 1999 Plan, the Proposed Maximum Offering Price Per Share was estimated
    pursuant to Rule 457(c) whereby the per share price was determined by
    reference to the average between the high and low price reported in the
    NASDAQ National Market on September 18, 2000, which average was $19.8125.
    The number referenced above in the table entitled "Proposed Maximum
    Offering Price Per Share" represents a weighted average of the foregoing
    estimates calculated in accordance with Rules 457(h) and 457(c).
ADAC LABORATORIES
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3.     Incorporation of Documents by Reference.
The following documents filed by Registrant with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in the
Registration Statement:
(a) The Registrant's latest annual report on Form 10-K for the fiscal
year ended October 3, 1999 and filed with the SEC on January 3, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 2, 2000 and filed with the SEC on February 16, 2000;
and
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2000 and filed with the SEC on May 15, 2000;
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 2, 2000 and filed with the SEC on August 14, 2000;
(e) The description of Registrant's Common Stock to be offered
hereby is contained in the Registrant's Registration Statement on Form 8-A filed with
the Commission on November 26, 1980 pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed
for the purpose of updating such description.
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 Registrant 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 Registrant has also entered into indemnification agreements with its
directors and certain officers which contractually obligate the Registrant
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 Registrant's Articles of Incorporation
contain a provision eliminating the liability of the Registrant'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
Description
4.1*
ADAC Laboratories 1999 Long-Term Incentive Plan.
4.2
Amendment No. 1 to ADAC Laboratories 1999 Long-Term
                Incentive Plan.
5.1
Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.
23.1
Consent of PricewaterhouseCoopers LLP
23.2
Consent of Wilson Sonsini Goodrich & Rosati
     (contained in Exhibit 5.1.).
24.1
Power of Attorney (see Page II-5)
*    Incorporated by reference to the exhibit filed with the
Registrant's registration statement on Form S-8 (File No. 333-85891)
filed with the Securities and Exchange Commission on August 25, 1999.
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 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.
(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)  Filing incorporating subsequent Exchange Act documents
by reference
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.
(h)  Request for acceleration of effective date or filing of
registration statement on Form S-8
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.
ADAC LABORATORIES
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, ADAC Laboratories, 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:  September 22, 2000
ADAC LABORATORIES
(Registrant)
By:
/s/ R. Andrew Eckert
R. Andrew Eckert,
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints R. Andrew Eckert and
Neil J. Laird, and each of them, acting individually, as such person's
true and lawful attorneys-in-fact and agents, each with full power of
substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments (including post-
effective amendments) to this Registration Statement on Form S-8, 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 such attorneys-in-fact and agents,
or any of them, or their 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/ R. Andrew Eckert
R. Andrew Eckert
Chairman of the Board
of Directors, Chief Executive
Officer and Director (Principal
Executive Officer
September 22, 2000
/s/ Neil J. Laird
Neil J. Laird
Senior Vice President, Chief
Financial Officer
(Principal Financial and
Accounting Officer)
September 22, 2000
/s/ Stanley D. Czerwinski
Stanley D. Czerwinski
Director
September 22, 2000
/s/ Donald E. Fowler
Donald E. Fowler
Director
September 22, 2000
/s/ Dennis R. Raney
Dennis R. Raney
Director
September 22, 2000
/s/ F. David Rollo
F. David Rollo
Director
September 22, 2000
/s/ Edmund H. Shea,  Jr.
Edmund H. Shea, Jr.
Director
September 22, 2000
ADAC LABORATORIES
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit Number
Description
4.1*
ADAC Laboratories 1999 Long-Term Incentive Plan.
4.2
Amendment No. 1 to ADAC Laboratories 1999 Long-Term
                Incentive Plan.
5.1
Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.
23.1
Consent of PricewaterhouseCoopers LLP
23.2
Consent of Wilson Sonsini Goodrich & Rosati
     (contained in Exhibit 5.1.).
24.1
Power of Attorney (see Page II-5)
*    Incorporated by reference to the exhibit filed with the
Registrant's registration statement on Form S-8 (File No. 333-85891)
filed with the Securities and Exchange Commission on August 25, 1999.