<TABLE>
As filed with the Securities and Exchange Commission on October 27, 1995.
                                            Registration No. 33-___________
                                                                           

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                      ______________________________
                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                      ______________________________

                              MEDCROSS, INC.
          (Exact name of registrant as specified in its charter)
          FLORIDA                                              59-2291344  
     (State or Other Jurisdiction of                      (I.R.S. Employer 
     Incorporation or Organization)                     Identification No.)
                         3227 Bennet Street North
                       St. Petersburg, Florida 33713
                              (813) 521-1793
(Address, including zip code, and telephone number, including area code, of registrant's
principal executive offices)

                     Consulting Agreement By and Among
       Medcross, Inc., Kalo Acquisitions, L.L.C. and Jason H. Pollak
                           (Full Title of Plan)
                      ______________________________

                              Henry Y.L. Toh
                              Medcross, Inc.
                         3227 Bennet Street North
                       St. Petersburg, Florida 33713
                              (813) 521-1793
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
                      ______________________________
                                Copies to:
                         Ralph V. De Martino, Esq.
                   De Martino Finkelstein Rosen & Virga
                            1818 N Street, N.W.
                       Washington, D.C.  20036-2492
                              (202) 659-0494

     If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box:  

                      CALCULATION OF REGISTRATION FEE


Title of Securities  Amount to be  Proposed Maximum  Proposed Maximum    Amount of
to be Registered     Registered    Aggregate Price   Aggregate Offering  Registration
                                   Per Share <F1>    Price <F1>          Fee <F1>
Common Stock,
 $.007 par value     50,000 <F2>   $1.4375           $71,875.00          $100.00
<FN>
<F1>
(1)  Calculated in accordance with Rule 457(h) under the Securities Act of
     1933, as amended, based upon the average of the bid and asked prices
     for the Common Stock on October 25, 1995.
<F2>
(2)  Represents shares of Common Stock issuable to Jason H. Pollak pursuant
     to the terms of the Consulting Agreement (the "Consulting Agreement")
     By and Among Medcross, Inc., Kalo Acquisitions, L.L.C. and Jason H.
     Pollak (the "Plan") upon execution thereof which is to occur at or
     about the time of filing and effectiveness of this Registration
     Statement on Form S-8.
</FN>
<PAGE>
                              PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     This Registration Statement (the "Registration Statement")
relates to the issuance of shares of common stock, par value
$.007 per share (the "Common Stock") of Medcross, Inc. (the
"Company") to Jason H. Pollak (the "Consultant") pursuant to the
terms of a Consulting Agreement, dated as of the date hereof, by
and between the Company, Kalo Acquisitions, L.L.C. and the
Consultant (the "Consulting Agreement").  Pursuant to the terms
of the Consulting Agreement, the Company is obligated to issue to
the Consultant an aggregate of up to 50,000 shares of Common
Stock in exchange for the Consultant's providing certain
marketing and consulting services to the Company.  Pursuant to
the terms of the Consulting Agreement, the initial term of the
Consulting Agreement is five months, subject to termination by
the Company upon delivery (15 days in advance) of written notice
to the Consultant.

     The foregoing information relating to the provisions of the
Consulting Agreement is intended to provide a summary thereof and
does not purport to be a complete description of the Consulting
Agreement.  Such summary should be read in conjunction with the
Consulting Agreement which has been filed as Exhibit 10(c) hereto
and is incorporated herein by reference in its entirety.

Item 2.  Registrant Information and Employee Plan Annual
Information

     The Consultant has been provided with copies of the
documents incorporated herein by reference in Part II: Item 3
hereof and has been advised by the Company in writing that such
documents will continue to be available, without charge, to the
Consultant upon the Consultant's written request to the Company
at its offices at 3227 Bennet Street North, St. Petersburg,
Florida 33713 (Phone:  813-521-1793).

<PAGE>
                             PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

     The following documents, and any amendments thereto, filed
by Medcross, Inc. (the "Company") with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof
from the date of filing such documents.

     (a)  The Company's annual report on Form 10-KSB for the year
          ended December 31, 1994 (File No. 0-17973);

     (b)  The Company's quarterly report on Form 10-QSB for the
          quarter ended June 30, 1995 (File No. 0-17973);

     (c)  The description of the Common Stock of the Company
          contained in Item 11 of the Company's Registration
          Statement on Form 10 filed on September 16, 1989, as
          amended (File No. 0-17973); 

     (d)  All reports filed by the Company pursuant to Sections
          13(a), 13(c) and 15(d) of the Exchange Act subsequent
          to the date of this Registration Statement and prior to
          the filing of a post-effective amendment which
          indicates that all of the securities offered hereby
          have been sold or which deregisters all securities then
          remaining unsold.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Officers and Directors.

     Section 607.0850 of the Florida Business Corporation Act
empowers a corporation to indemnify any person who was or is a
party to a proceeding by reason of the fact that he was or is an
officer, director, employee or agent of the corporation against
liability incurred in connection with such proceeding.  Such
person must have acted in good faith and in a manner reasonably
believed to be in or not opposed to, the best interests of the
corporation.  With respect to any criminal proceeding, such
person must have had no reasonable cause to believe his conduct
was unlawful.  Any such indemnification may only be made upon a
<PAGE>
determination by the corporation that such indemnification is
proper because the person met the applicable standard of conduct.

     The Florida Business Corporation Act provides further that
the indemnification permitted thereunder is not exclusive;
provided, however, indemnification is not permitted to be made on
behalf of any such person if a judgment or final adjudication
establishes (i) a violation of the criminal law unless such
person had reasonable cause to believe his conduct was lawful or
no reasonable cause to believe his conduct was unlawful; (ii)
such person derived an improper personal benefit from the
transaction; (iii) as to any director such proceeding arose from
an unlawful distribution under Section 607.0834; or (iv) willful
misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by the corporation or a shareholder.

     The Company's By-Laws provide that the Company shall
indemnify any such person to the fullest extent provided by law
and empowers the Company to purchase and maintain insurance on
behalf of any such person.

     The Company previously entered into indemnification
agreements in 1988 with certain officers and directors of the
Company for indemnification against expenses (including
attorneys' fees, through all proceedings, trials, and appeals),
judgments, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending, or
contemplated action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, arising from any
actual or alleged breach of duty, neglect, error, or other action
taken or omitted, solely in the capacity as an officer and/or a
director of the Company; provided, that no indemnification will
be made in respect of any acts or omissions (a) involving gross
negligence or willful misconduct, (b) involving libel or slander,
or (c) based upon or attributable to gaining, directly or
indirectly, any profit or advantage to which he was not legally
entitled.

     INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE
UNENFORCEABLE.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

     3(a) Amendment to the Articles of Incorporation dated March
          21, 1994. <F1>

     3(b) Composite copy of the Amended and Restated Articles of
          Incorporation incorporating all amendments. <F1>
<PAGE>
     3(c) By-Laws of the Company, as amended. <F2>

     4(a) Specimen Common Stock Certificate. <F3>

     5(a) Opinion regarding legality.

     9(a) Shareholder's Agreement dated February 19, 1992 among
          Four M International, Inc., Walnut Capital Corp., Windy
          City, Inc., and Canadian Imperial Bank of Commerce
          Trust Company (Bahamas) Limited. <F4>

     10(a)     Stock Purchase Agreement, dated February 9, 1992,
               between Medcross, Inc., Four M International
               Limited, Walnut Capital Corp., Windy City, Inc.,
               and Canadian Imperial Bank of Commerce Trust
               Company. <F5>

     10(b)     First Amendment to Stock Purchase Agreement, dated
               May 21, 1992, between Medcross, Inc., Four M
               International, Inc., Walnut Capital Corp., Windy
               City, Inc., and Canadian Imperial Bank of Commerce
               Trust Company (Bahamas) Limited, as trustee. <F6>

     10(c)     Consulting Agreement by and among Medcross, Inc.,
               Kalo Acquisitions, L.L.C. and Jason H. Pollak

     23(a)     Consent of Coopers & Lybrand L.L.P.

     23(c)     Consent of Counsel included in Exhibit 5(a).
____________________
<FN>
<F1>
 1/  Incorporated by reference to the Company's Annual Report on
     Form 10-K for the year ended December 31, 1993 (File No. 0-
     17973).
<F2>
 2/  Incorporated by reference to the Company's Quarterly Report
     on Form 10-Q for the quarterly period ended September 30,
     1993 (File Number 0-17973).
<F3>
 3/  Incorporated by reference to the Company's registration
     statement on Form S-18, as amended, (File Number 33-27978-
     A).
<F4>
 4/  Incorporated by reference to the Company's Current Report on
     Form 8-K dated March 30, 1992 (File Number 0-17973).
<F5>
 5/  Incorporated by reference to the Company's Annual Report on
     Form 10-K for the year ended December 31, 1991 (File Number
     0-17973).
<F6>
 6/  Incorporated by reference to the Company's Current Report on
     Form 8-K dated May 21, 1992 (File Number 0-17973).
</FN>
Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     A.   Rule 415 Offering.
<PAGE>

     1.   To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to include any additional or changed information with
respect to the plan of distribution;

     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.   Subsequent Exchange Act Documents Incorporated by
          Reference:

     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the issuer's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act, and each filing of
the 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.   To Transmit Certain Material.

     1.   The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus to each Plan
participant to whom the prospectus is sent or given a copy of the
Registrant's annual report to stockholders for its last fiscal
year, unless such Plan participant otherwise has received a copy
of such report, in which case the Registrant shall state in the
prospectus that it will promptly furnish, without charge, a copy
of such report on written request of the Plan participant.  If
the last fiscal year of the Registrant has ended within 120 days
prior to the use of the prospectus, the annual report of the
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 Plan participant.

     2.   The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all participants in the
Plan who do not otherwise receive such material as stockholders
of the Registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements
and other communications distributed to its stockholders
generally.
<PAGE>

     D.   Indemnification.

     1.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers,
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the 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 Company
of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of
any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the Company 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 Company 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 St. Petersburg, State of Florida, on October 26, 1995.

                                   MEDCROSS, INC.


                                   By:  /s/ Henry Y. L. Toh      
                                        Henry Y. L. Toh, President


                        POWER OF ATTORNEY

     We, the undersigned officers and directors of the Company,
hereby severally constitute and appoint Henry Y. L. Toh our true
and lawful attorney-in-fact and agent, with full power to him to
sign any and all amendments (including post effective amendments)
to this Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all interest and
purposes as we might or could do in person, ratifying and
conforming all that said attorney-in-fact and agent or any of
them, or his substitute or substitutes, may unlawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated as of October 26, 1995.


/s/ Po Shin Wong                   Chairman of the Board of Directors
Po Shin Wong


/s/ Henry Y. L. Toh                     Vice Chairman of the Board, President and
Henry Y. L. Toh                         Acting Chief Financial Officer


/s/ Joel S. Kanter                      Director
Joel S. Kanter


/s/ R. Huston Babcock, M.D.             Director
R. Huston Babcock, M.D.

<S>  <S>
</TABLE>
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As filed with the Securities and Exchange Commission on October 27, 1995.
                                            Registration No. 33-___________
                                                                           

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                      ______________________________
                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                      ______________________________

                              MEDCROSS, INC.
          (Exact name of registrant as specified in its charter)
          FLORIDA                                              59-2291344  
     (State or Other Jurisdiction of                      (I.R.S. Employer 
     Incorporation or Organization)                     Identification No.)
                         3227 Bennet Street North
                       St. Petersburg, Florida 33713
                              (813) 521-1793
(Address, including zip code, and telephone number, including area code, of registrant's
principal executive offices)

                     Consulting Agreement By and Among
       Medcross, Inc., Kalo Acquisitions, L.L.C. and Jason H. Pollak
                           (Full Title of Plan)
                      ______________________________

                              Henry Y.L. Toh
                              Medcross, Inc.
                         3227 Bennet Street North
                       St. Petersburg, Florida 33713
                              (813) 521-1793
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
                      ______________________________
                                Copies to:
                         Ralph V. De Martino, Esq.
                   De Martino Finkelstein Rosen & Virga
                            1818 N Street, N.W.
                       Washington, D.C.  20036-2492
                              (202) 659-0494

     If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box:  

                      CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be  Proposed Maximum  Proposed Maximum    Amount of
to be Registered     Registered    Aggregate Price   Aggregate Offering  Registration
                                   Per Share
Price
Fee
Common Stock,
 $.007 par value     50,000
$1.4375           $71,875.00          $100.00
(1)  Calculated in accordance with Rule 457(h) under the Securities Act of
     1933, as amended, based upon the average of the bid and asked prices
     for the Common Stock on October 25, 1995.
(2)  Represents shares of Common Stock issuable to Jason H. Pollak pursuant
     to the terms of the Consulting Agreement (the "Consulting Agreement")
     By and Among Medcross, Inc., Kalo Acquisitions, L.L.C. and Jason H.
     Pollak (the "Plan") upon execution thereof which is to occur at or
     about the time of filing and effectiveness of this Registration
     Statement on Form S-8.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     This Registration Statement (the "Registration Statement")
relates to the issuance of shares of common stock, par value
$.007 per share (the "Common Stock") of Medcross, Inc. (the
"Company") to Jason H. Pollak (the "Consultant") pursuant to the
terms of a Consulting Agreement, dated as of the date hereof, by
and between the Company, Kalo Acquisitions, L.L.C. and the
Consultant (the "Consulting Agreement").  Pursuant to the terms
of the Consulting Agreement, the Company is obligated to issue to
the Consultant an aggregate of up to 50,000 shares of Common
Stock in exchange for the Consultant's providing certain
marketing and consulting services to the Company.  Pursuant to
the terms of the Consulting Agreement, the initial term of the
Consulting Agreement is five months, subject to termination by
the Company upon delivery (15 days in advance) of written notice
to the Consultant.

     The foregoing information relating to the provisions of the
Consulting Agreement is intended to provide a summary thereof and
does not purport to be a complete description of the Consulting
Agreement.  Such summary should be read in conjunction with the
Consulting Agreement which has been filed as Exhibit 10(c) hereto
and is incorporated herein by reference in its entirety.

Item 2.  Registrant Information and Employee Plan Annual
Information

     The Consultant has been provided with copies of the
documents incorporated herein by reference in Part II: Item 3
hereof and has been advised by the Company in writing that such
documents will continue to be available, without charge, to the
Consultant upon the Consultant's written request to the Company
at its offices at 3227 Bennet Street North, St. Petersburg,
Florida 33713 (Phone:  813-521-1793).
PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

     The following documents, and any amendments thereto, filed
by Medcross, Inc. (the "Company") with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof
from the date of filing such documents.

     (a)  The Company's annual report on Form 10-KSB for the year
          ended December 31, 1994 (File No. 0-17973);

     (b)  The Company's quarterly report on Form 10-QSB for the
          quarter ended June 30, 1995 (File No. 0-17973);

     (c)  The description of the Common Stock of the Company
          contained in Item 11 of the Company's Registration
          Statement on Form 10 filed on September 16, 1989, as
          amended (File No. 0-17973); 

     (d)  All reports filed by the Company pursuant to Sections
          13(a), 13(c) and 15(d) of the Exchange Act subsequent
          to the date of this Registration Statement and prior to
          the filing of a post-effective amendment which
          indicates that all of the securities offered hereby
          have been sold or which deregisters all securities then
          remaining unsold.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Officers and Directors.

     Section 607.0850 of the Florida Business Corporation Act
empowers a corporation to indemnify any person who was or is a
party to a proceeding by reason of the fact that he was or is an
officer, director, employee or agent of the corporation against
liability incurred in connection with such proceeding.  Such
person must have acted in good faith and in a manner reasonably
believed to be in or not opposed to, the best interests of the
corporation.  With respect to any criminal proceeding, such
person must have had no reasonable cause to believe his conduct
was unlawful.  Any such indemnification may only be made upon a
determination by the corporation that such indemnification is
proper because the person met the applicable standard of conduct.

     The Florida Business Corporation Act provides further that
the indemnification permitted thereunder is not exclusive;
provided, however, indemnification is not permitted to be made on
behalf of any such person if a judgment or final adjudication
establishes (i) a violation of the criminal law unless such
person had reasonable cause to believe his conduct was lawful or
no reasonable cause to believe his conduct was unlawful; (ii)
such person derived an improper personal benefit from the
transaction; (iii) as to any director such proceeding arose from
an unlawful distribution under Section 607.0834; or (iv) willful
misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by the corporation or a shareholder.

     The Company's By-Laws provide that the Company shall
indemnify any such person to the fullest extent provided by law
and empowers the Company to purchase and maintain insurance on
behalf of any such person.

     The Company previously entered into indemnification
agreements in 1988 with certain officers and directors of the
Company for indemnification against expenses (including
attorneys' fees, through all proceedings, trials, and appeals),
judgments, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending, or
contemplated action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, arising from any
actual or alleged breach of duty, neglect, error, or other action
taken or omitted, solely in the capacity as an officer and/or a
director of the Company; provided, that no indemnification will
be made in respect of any acts or omissions (a) involving gross
negligence or willful misconduct, (b) involving libel or slander,
or (c) based upon or attributable to gaining, directly or
indirectly, any profit or advantage to which he was not legally
entitled.

     INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE
UNENFORCEABLE.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

     3(a) Amendment to the Articles of Incorporation dated March
          21, 1994.
3(b) Composite copy of the Amended and Restated Articles of
          Incorporation incorporating all amendments.
3(c) By-Laws of the Company, as amended.
4(a) Specimen Common Stock Certificate.
5(a) Opinion regarding legality.

     9(a) Shareholder's Agreement dated February 19, 1992 among
          Four M International, Inc., Walnut Capital Corp., Windy
          City, Inc., and Canadian Imperial Bank of Commerce
          Trust Company (Bahamas) Limited.
10(a)     Stock Purchase Agreement, dated February 9, 1992,
               between Medcross, Inc., Four M International
               Limited, Walnut Capital Corp., Windy City, Inc.,
               and Canadian Imperial Bank of Commerce Trust
               Company.
10(b)     First Amendment to Stock Purchase Agreement, dated
               May 21, 1992, between Medcross, Inc., Four M
               International, Inc., Walnut Capital Corp., Windy
               City, Inc., and Canadian Imperial Bank of Commerce
               Trust Company (Bahamas) Limited, as trustee.
10(c)     Consulting Agreement by and among Medcross, Inc.,
               Kalo Acquisitions, L.L.C. and Jason H. Pollak

     23(a)     Consent of Coopers & Lybrand L.L.P.

     23(c)     Consent of Counsel included in Exhibit 5(a).
____________________
1/  Incorporated by reference to the Company's Annual Report on
     Form 10-K for the year ended December 31, 1993 (File No. 0-
     17973).
2/  Incorporated by reference to the Company's Quarterly Report
     on Form 10-Q for the quarterly period ended September 30,
     1993 (File Number 0-17973).
3/  Incorporated by reference to the Company's registration
     statement on Form S-18, as amended, (File Number 33-27978-
     A).
4/  Incorporated by reference to the Company's Current Report on
     Form 8-K dated March 30, 1992 (File Number 0-17973).
5/  Incorporated by reference to the Company's Annual Report on
     Form 10-K for the year ended December 31, 1991 (File Number
     0-17973).
6/  Incorporated by reference to the Company's Current Report on
     Form 8-K dated May 21, 1992 (File Number 0-17973).
Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     A.   Rule 415 Offering.
1.   To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to include any additional or changed information with
respect to the plan of distribution;

     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.   Subsequent Exchange Act Documents Incorporated by
          Reference:

     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the issuer's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act, and each filing of
the 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.   To Transmit Certain Material.

     1.   The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus to each Plan
participant to whom the prospectus is sent or given a copy of the
Registrant's annual report to stockholders for its last fiscal
year, unless such Plan participant otherwise has received a copy
of such report, in which case the Registrant shall state in the
prospectus that it will promptly furnish, without charge, a copy
of such report on written request of the Plan participant.  If
the last fiscal year of the Registrant has ended within 120 days
prior to the use of the prospectus, the annual report of the
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 Plan participant.

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

     1.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers,
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the 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 Company
of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of
any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the Company 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 Company 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 St. Petersburg, State of Florida, on October 26, 1995.

                                   MEDCROSS, INC.

                                   By:  /s/ Henry Y. L. Toh      
                                        Henry Y. L. Toh, President

                        POWER OF ATTORNEY

     We, the undersigned officers and directors of the Company,
hereby severally constitute and appoint Henry Y. L. Toh our true
and lawful attorney-in-fact and agent, with full power to him to
sign any and all amendments (including post effective amendments)
to this Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all interest and
purposes as we might or could do in person, ratifying and
conforming all that said attorney-in-fact and agent or any of
them, or his substitute or substitutes, may unlawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated as of October 26, 1995.

/s/ Po Shin Wong                   Chairman of the Board of Directors
Po Shin Wong

/s/ Henry Y. L. Toh                     Vice Chairman of the Board, President and
Henry Y. L. Toh                         Acting Chief Financial Officer

/s/ Joel S. Kanter                      Director
Joel S. Kanter

/s/ R. Huston Babcock, M.D.             Director
R. Huston Babcock, M.D.