<PAGE>

    As filed with the Securities and Exchange Commission on September 4, 1997

                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                                    PDT, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                              -------------------
                  (State or other jurisdiction of organization)
                               
                                   
                                   77-0222872
                               -------------------
                      (I.R.S. Employer Identification No.)
                             
                              7408 Hollister Avenue
                         Santa Barbara, California 93117
                               -------------------
               (Address of Principal Executive Offices)(Zip Code)
                              

                        PDT, Inc. 1989 Stock Option Plan
                        PDT, Inc. 1994 Stock Option Plan
                     PDT, Inc. 1996 Stock Compensation Plan
                               -------------------
                            (Full title of the plans)
                               


                               GARY KLEDZIK, Ph.D.
                      Chairman and Chief Executive Officer
                                    PDT, Inc.
                              7408 Hollister Avenue
                         Santa Barbara, California 93117
                                 (805) 685-9880
                               -------------------
            (Name, address and telephone number of agent for service)
                           

                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 500
                         Santa Monica, California 90401
                              --------------------

<PAGE>
<TABLE>
<CAPTION>
=====================================================================================================================
                                           CALCULATION OF REGISTRATION FEE
=====================================================================================================================


<S>                        <C>                   <C>                    <C>                    <C>   


-------------------------- --------------------- ---------------------- ---------------------- ----------------------

                                                   Proposed Maximum       Proposed Maximum
 Title of Securities to    Amount of Shares to    Offering Price per     Aggregate Offering          Amount of
      be Registered           be Registered              Share                  Price            Registration Fee

-------------------------- --------------------- ---------------------- ---------------------- ----------------------

 Common Stock, par value
     $.01 per share             1,250,000*            $39.1875**            $48,984,375**          $14,843.75


-------------------------- --------------------- ---------------------- ---------------------- ----------------------
</TABLE>


*    Includes  20,606 shares of Common Stock of PDT, Inc. (the  "Company" or the
     "Registrant") issuable upon exercise of options granted under the Company's
     1989  Stock  Option  Plan,  45,457  shares of Common  Stock  issuable  upon
     exercise of options  granted under the Company's 1994 Stock Option Plan and
     1,183,937  shares of Common Stock  issuable  pursuant to awards granted and
     reserved for future  awards that may be granted  under the  Company's  1996
     Stock Compensation Plan.

**   Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the  registration fee on the basis of the average of the high and
     low  reported  sale  prices  of a share of  Common  Stock of PDT,  Inc.  on
     September 2, 1997 as reported by the Nasdaq Stock Market.











<PAGE>

PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


               The documents containing the information specified in Items 1 and
2 of Part I of Form S-8 will be sent or given to plan  participants as specified
in Rule 428(b)(1) and, in accordance  with the  instructions  to Part I, are not
filed with the Securities and Exchange  Commission (the "Commission") as part of
this Registration Statement.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

               The following documents and information previously filed with the
Commission are hereby incorporated by reference:

               a.  The  Registrant's  Annual  Report on Form 10-K for the fiscal
                   year ended December 31, 1996.

               b.  The Registrant's Quarterly Report on Form 10-Q for the fiscal
                   quarters ended March 31 and June 30, 1997.

               c.  Item 1 of the Registrant's Registration Statement on Form 8-A
                   (Registration  No.  0-25544)  filed  with the  Commission  on
                   February  13, 1995  pursuant to Section 12 of the  Securities
                   Exchange Act of 1934.

               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.

               The  validity  of  the  shares  of  the  Company's  Common  Stock
registered  hereunder  will be passed  upon for the  Company  by Bryan Cave LLP,
Santa Monica, California.

Item 6.   Indemnification of Directors and Officers.

               Section  102(b)(7) of the Delaware  General  Corporation Law (the
"Delaware  Law")  permits  a  corporation  to  provide  in  its  certificate  of
incorporation  that directors of the corporation  shall not be personally liable
to the  corporation  or its  shareholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) for payments of unlawful  dividends or unlawful
stock  repurchases or redemptions,  or (iv) for any  transaction  from which the
director  derived an improper  personal  benefit.  The Company's  Certificate of
Incorporation contains such a provision.

               Section 145 of the Delaware Law provides that a  corporation  may
indemnify  directors  and officers as well as other  employees  and  individuals
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement in  connection  with  specified  actions,  suits or  proceedings,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation - a "derivative action"), if they acted in
good faith and in a manner they  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe their conduct was unlawful. A
similar  standard is applicable in the case of derivative  actions,  except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action,  and the statute  requires
court approval before there can be any indemnification  where the person seeking
indemnification  has been found liable to the corporation.  Under Section 145, a
corporation  shall indemnify an agent of the  corporation for expenses  actually
and  reasonably  incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.

               The  Registrant  is  presently  subject  to  Section  2115 of the
California Corporations Code (the "California Code"), according to which Section
317 of the  California  Code  applies to the  indemnification  of  officers  and
directors  of  the  Registrant.  Under  Section  317  of  the  California  Code,
permissible  indemnification  by a corporation  of its officers and directors is
substantially the same as permissible  indemnification  under Section 145 of the
Delaware Law, except that (i) permissible indemnification does not cover actions
the person  reasonably  believed  were not opposed to the best  interests of the
corporation,  as opposed to those the person  believed  were in fact in the best
interests  of the  corporation,  (ii) the Delaware  Law permits  advancement  of
expenses to agents other than officers and  directors  only upon approval of the
board of directors,  (iii) in a case of stockholder approval of indemnification,
the  California   Code  requires   certain   minimum  votes  in  favor  of  such
indemnification and excludes the vote of the potentially indemnified person, and
(iv)  the  California   Code  only  permits   independent   counsel  to  approve
indemnification if an independent  quorum of directors is not obtainable,  while
the Delaware Law permits the directors in any circumstance to appoint counsel to
undertake such determination.

               The Registrant in its Bylaws has provided for  indemnification of
its officers,  directors,  employees and other agents substantially identical to
that permitted  under the California  Code.  Section 145 of the Delaware Law and
Section 317 of the California  Code provide that they are not exclusive of other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested  director  vote,  shareholder  vote,  agreement or otherwise.  The
limitation  of  liability   contained  in  the   Registrant's   Certificate   of
Incorporation  and the  indemnification  provision  included in the Registrant's
Bylaws  are  consistent  with  Delaware  Law  Sections  102(b)(7)  and 145.  The
Registrant has also entered into separate  indemnification  agreements  with its
directors and officers that could require the Registrant, among other things, to
indemnify  them against  certain  liabilities  that may arise by reason of their
status or service as  directors  and  officers  and to  advance  their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  including  liabilities  that may arise under the Securities Act of
1933. In addition, the Company has purchased directors and officers insurance.

               Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling  the  Company  pursuant  to such  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 such  Act and is
therefore unenforceable.


<PAGE>


Item 7.   Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

Exhibit
Number
------

4.1      PDT,  Inc.  Stock  Option Plan dated  September  19, 1989 ("1989  Stock
         Option Plan") [A] [10.9]
4.2      Amendment No. 1 to PDT, Inc. 1989 Stock Option Plan [B] [10.34]
4.3      PDT, Inc. 1994 Stock Option Plan [A] [10.11]
4.4      Amendment No. 1 to PDT, Inc. 1994 Stock Option Plan [B] [10.35]
4.5      PDT, Inc. 1996 Stock Compensation Plan [C]
5.1      Opinion of Bryan Cave LLP
23.1     Consent Of Ernst & Young LLP
23.2     Consent of Bryan Cave LLP (included in Exhibit 5.1)

[A]       Incorporated  by  reference  to the  exhibit  referred  to in brackets
          contained in the Registrant's Registration Statement on Form S-1 (File
          No. 33-87138).
[B]       Incorporated  by  reference  to the  exhibit  referred  to in brackets
          contained in the Registrant's  Annual Report on Form 10-K for the year
          ended December 31, 1995 (File No. 0-25544).
[C]       Incorporated by reference to Exhibit A to the Registrant's  definitive
          Proxy  Statement  dated April 25, 1997 for the PDT,  Inc.  1997 Annual
          Meeting of Shareholders.


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;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference 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 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) 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
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
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,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 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 Santa Barbara, State of California,  on September 3,
1997.

                                PDT, Inc.

                                By: /S/ Gary S. Kledzik
                                -----------------------
                                Gary S. Kledzik, Ph.D., Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes  and appoints Gary S. Kledzik,  Ph.D. and John
Philpott,  or either of them, his  attorneys-in-fact  and agents, each with full
power of substitution  for him and in his name,  place and stead, in any and all
capacities, to sign any or all 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 each of
said  attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing  requisite  and  necessary to be done in connection
with this  Registration  Statement,  as fully to all intents and  purposes as he
might or could do in person,  hereby ratifying and confirming all that either of
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  may
lawfully 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 and on the dates indicated.

Signature                   Title                            Date
---------                   -----                            ----


/S/ Gary S. Kledzik         Chairman of the Board,           September 3, 1997
-------------------         Director,and Chief Executive 
Gary S. Kledzik, Ph.D.      Officer(principal executive
                            officer)
           

/S/ David E. Mai            Director and President           September 3, 1997
----------------
David E. Mai


/S/ John M. Philpott        Chief Financial Officer          September 3, 1997
-------------------         (principal financial officer
John M. Philpott            and principal accounting
                            officer)


/S/ Michael D. Farney       Director                         September 3, 1997
---------------------
Michael D. Farney


/S/ Donald K. McGhan        Director                         September 3, 1997
--------------------
Donald K. McGhan


/S/ Raul E. Perez, M.D.     Director                         September 3, 1997
-----------------------                           
Raul E. Perez, M.D.


/S/ Charles T. Foscue       Director                         September 3, 1997
---------------------
Charles T. Foscue



<PAGE>

                         INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>      <C>                                                                    <C>    


                                                                                 Sequentially
Exhibit                                                                          Numbered
Number                        Exhibit                                            Page
------                        -------                                            ----

4.1       PDT, Inc. Stock Option Plan dated September 19, 1989 ("1989
          Stock Option Plan") [A] [10.9]

4.2       Amendment No. 1 to PDT, Inc. 1989 Stock Option Plan [B][10.34]

4.3       PDT, Inc. 1994 Stock Option Plan [A] [10.11]

4.4       Amendment No. 1 to PDT, Inc. 1994 Stock Option Plan [B][10.35]

4.5       PDT, Inc. 1996 Stock Compensation Plan [C]

5.1       Opinion of Bryan Cave LLP

23.1      Consent Of Ernst & Young LLP

23.2      Consent of Bryan Cave LLP (included in Exhibit 5.1)
</TABLE>

[A]       Incorporated by reference to the exhibit referred to in
          brackets contained in the Registrant's Registration
          Statement on Form S-1 (File No. 33-87138)

[B]       Incorporated by reference to the exhibit
          referred to in brackets contained in the
          Registrant's Annual Report on Form 10-K for the
          year ended December 31, 1995 (File No.
          0-25544).

[C]       Incorporated by reference to the Registrant's definitive
          Proxy Statement dated April 25, 1997 for the PDT, Inc. 1997
          Annual Meeting of Shareholders
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21753}]
{"company-data": {"conformed-name": "PDT INC /DE/", "cik": "0000933745", "assigned-sic": "2834", "irs-number": "770222872", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34953", "film-number": "97675381"}, "business-address": {"street1": "7408 HOLLISTER AVE", "city": "SANTA BARBARA", "state": "CA", "zip": "93117", "phone": "8056859880"}, "mail-address": {"street1": "7408 HOLLISTER AVENUE", "city": "SANTA BARBARA", "state": "CA", "zip": "93117"}}
As filed with the Securities and Exchange Commission on September 4, 1997

                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    PDT, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                              -------------------
                  (State or other jurisdiction of organization)
                               
                                   
                                   77-0222872
                               -------------------
                      (I.R.S. Employer Identification No.)
                             
                              7408 Hollister Avenue
                         Santa Barbara, California 93117
                               -------------------
               (Address of Principal Executive Offices)(Zip Code)
                              

                        PDT, Inc. 1989 Stock Option Plan
                        PDT, Inc. 1994 Stock Option Plan
                     PDT, Inc. 1996 Stock Compensation Plan
                               -------------------
                            (Full title of the plans)
                               

                               GARY KLEDZIK, Ph.D.
                      Chairman and Chief Executive Officer
                                    PDT, Inc.
                              7408 Hollister Avenue
                         Santa Barbara, California 93117
                                 (805) 685-9880
                               -------------------
            (Name, address and telephone number of agent for service)
                           

                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 500
                         Santa Monica, California 90401
                              --------------------
=====================================================================================================================
                                           CALCULATION OF REGISTRATION FEE
=====================================================================================================================
-------------------------- --------------------- ---------------------- ---------------------- ----------------------

                                                   Proposed Maximum       Proposed Maximum
 Title of Securities to    Amount of Shares to    Offering Price per     Aggregate Offering          Amount of
      be Registered           be Registered              Share                  Price            Registration Fee

-------------------------- --------------------- ---------------------- ---------------------- ----------------------

 Common Stock, par value
     $.01 per share             1,250,000*            $39.1875**            $48,984,375**          $14,843.75

-------------------------- --------------------- ---------------------- ---------------------- ----------------------
*    Includes  20,606 shares of Common Stock of PDT, Inc. (the  "Company" or the
     "Registrant") issuable upon exercise of options granted under the Company's
     1989  Stock  Option  Plan,  45,457  shares of Common  Stock  issuable  upon
     exercise of options  granted under the Company's 1994 Stock Option Plan and
     1,183,937  shares of Common Stock  issuable  pursuant to awards granted and
     reserved for future  awards that may be granted  under the  Company's  1996
     Stock Compensation Plan.

**   Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the  registration fee on the basis of the average of the high and
     low  reported  sale  prices  of a share of  Common  Stock of PDT,  Inc.  on
     September 2, 1997 as reported by the Nasdaq Stock Market.
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               The documents containing the information specified in Items 1 and
2 of Part I of Form S-8 will be sent or given to plan  participants as specified
in Rule 428(b)(1) and, in accordance  with the  instructions  to Part I, are not
filed with the Securities and Exchange  Commission (the "Commission") as part of
this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

               The following documents and information previously filed with the
Commission are hereby incorporated by reference:

               a.  The  Registrant's  Annual  Report on Form 10-K for the fiscal
                   year ended December 31, 1996.

               b.  The Registrant's Quarterly Report on Form 10-Q for the fiscal
                   quarters ended March 31 and June 30, 1997.

               c.  Item 1 of the Registrant's Registration Statement on Form 8-A
                   (Registration  No.  0-25544)  filed  with the  Commission  on
                   February  13, 1995  pursuant to Section 12 of the  Securities
                   Exchange Act of 1934.

               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.

               The  validity  of  the  shares  of  the  Company's  Common  Stock
registered  hereunder  will be passed  upon for the  Company  by Bryan Cave LLP,
Santa Monica, California.

Item 6.   Indemnification of Directors and Officers.

               Section  102(b)(7) of the Delaware  General  Corporation Law (the
"Delaware  Law")  permits  a  corporation  to  provide  in  its  certificate  of
incorporation  that directors of the corporation  shall not be personally liable
to the  corporation  or its  shareholders  for  monetary  damages  for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) for payments of unlawful  dividends or unlawful
stock  repurchases or redemptions,  or (iv) for any  transaction  from which the
director  derived an improper  personal  benefit.  The Company's  Certificate of
Incorporation contains such a provision.

               Section 145 of the Delaware Law provides that a  corporation  may
indemnify  directors  and officers as well as other  employees  and  individuals
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement in  connection  with  specified  actions,  suits or  proceedings,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation - a "derivative action"), if they acted in
good faith and in a manner they  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe their conduct was unlawful. A
similar  standard is applicable in the case of derivative  actions,  except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action,  and the statute  requires
court approval before there can be any indemnification  where the person seeking
indemnification  has been found liable to the corporation.  Under Section 145, a
corporation  shall indemnify an agent of the  corporation for expenses  actually
and  reasonably  incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.

               The  Registrant  is  presently  subject  to  Section  2115 of the
California Corporations Code (the "California Code"), according to which Section
317 of the  California  Code  applies to the  indemnification  of  officers  and
directors  of  the  Registrant.  Under  Section  317  of  the  California  Code,
permissible  indemnification  by a corporation  of its officers and directors is
substantially the same as permissible  indemnification  under Section 145 of the
Delaware Law, except that (i) permissible indemnification does not cover actions
the person  reasonably  believed  were not opposed to the best  interests of the
corporation,  as opposed to those the person  believed  were in fact in the best
interests  of the  corporation,  (ii) the Delaware  Law permits  advancement  of
expenses to agents other than officers and  directors  only upon approval of the
board of directors,  (iii) in a case of stockholder approval of indemnification,
the  California   Code  requires   certain   minimum  votes  in  favor  of  such
indemnification and excludes the vote of the potentially indemnified person, and
(iv)  the  California   Code  only  permits   independent   counsel  to  approve
indemnification if an independent  quorum of directors is not obtainable,  while
the Delaware Law permits the directors in any circumstance to appoint counsel to
undertake such determination.

               The Registrant in its Bylaws has provided for  indemnification of
its officers,  directors,  employees and other agents substantially identical to
that permitted  under the California  Code.  Section 145 of the Delaware Law and
Section 317 of the California  Code provide that they are not exclusive of other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested  director  vote,  shareholder  vote,  agreement or otherwise.  The
limitation  of  liability   contained  in  the   Registrant's   Certificate   of
Incorporation  and the  indemnification  provision  included in the Registrant's
Bylaws  are  consistent  with  Delaware  Law  Sections  102(b)(7)  and 145.  The
Registrant has also entered into separate  indemnification  agreements  with its
directors and officers that could require the Registrant, among other things, to
indemnify  them against  certain  liabilities  that may arise by reason of their
status or service as  directors  and  officers  and to  advance  their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  including  liabilities  that may arise under the Securities Act of
1933. In addition, the Company has purchased directors and officers insurance.

               Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling  the  Company  pursuant  to such  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 such  Act and is
therefore unenforceable.
Item 7.   Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

Exhibit
Number
------

4.1      PDT,  Inc.  Stock  Option Plan dated  September  19, 1989 ("1989  Stock
         Option Plan") [A] [10.9]
4.2      Amendment No. 1 to PDT, Inc. 1989 Stock Option Plan [B] [10.34]
4.3      PDT, Inc. 1994 Stock Option Plan [A] [10.11]
4.4      Amendment No. 1 to PDT, Inc. 1994 Stock Option Plan [B] [10.35]
4.5      PDT, Inc. 1996 Stock Compensation Plan [C]
5.1      Opinion of Bryan Cave LLP
23.1     Consent Of Ernst & Young LLP
23.2     Consent of Bryan Cave LLP (included in Exhibit 5.1)

[A]       Incorporated  by  reference  to the  exhibit  referred  to in brackets
          contained in the Registrant's Registration Statement on Form S-1 (File
          No. 33-87138).
[B]       Incorporated  by  reference  to the  exhibit  referred  to in brackets
          contained in the Registrant's  Annual Report on Form 10-K for the year
          ended December 31, 1995 (File No. 0-25544).
[C]       Incorporated by reference to Exhibit A to the Registrant's  definitive
          Proxy  Statement  dated April 25, 1997 for the PDT,  Inc.  1997 Annual
          Meeting of Shareholders.

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;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference 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 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) 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
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
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,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 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 Santa Barbara, State of California,  on September 3,
1997.

                                PDT, Inc.

                                By: /S/ Gary S. Kledzik
                                -----------------------
                                Gary S. Kledzik, Ph.D., Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes  and appoints Gary S. Kledzik,  Ph.D. and John
Philpott,  or either of them, his  attorneys-in-fact  and agents, each with full
power of substitution  for him and in his name,  place and stead, in any and all
capacities, to sign any or all 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 each of
said  attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing  requisite  and  necessary to be done in connection
with this  Registration  Statement,  as fully to all intents and  purposes as he
might or could do in person,  hereby ratifying and confirming all that either of
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  may
lawfully 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 and on the dates indicated.

Signature                   Title                            Date
---------                   -----                            ----

/S/ Gary S. Kledzik         Chairman of the Board,           September 3, 1997
-------------------         Director,and Chief Executive 
Gary S. Kledzik, Ph.D.      Officer(principal executive
                            officer)
           

/S/ David E. Mai            Director and President           September 3, 1997
----------------
David E. Mai

/S/ John M. Philpott        Chief Financial Officer          September 3, 1997
-------------------         (principal financial officer
John M. Philpott            and principal accounting
                            officer)

/S/ Michael D. Farney       Director                         September 3, 1997
---------------------
Michael D. Farney

/S/ Donald K. McGhan        Director                         September 3, 1997
--------------------
Donald K. McGhan

/S/ Raul E. Perez, M.D.     Director                         September 3, 1997
-----------------------                           
Raul E. Perez, M.D.

/S/ Charles T. Foscue       Director                         September 3, 1997
---------------------
Charles T. Foscue
INDEX TO EXHIBITS
Sequentially
Exhibit                                                                          Numbered
Number                        Exhibit                                            Page
------                        -------                                            ----

4.1       PDT, Inc. Stock Option Plan dated September 19, 1989 ("1989
          Stock Option Plan") [A] [10.9]

4.2       Amendment No. 1 to PDT, Inc. 1989 Stock Option Plan [B][10.34]

4.3       PDT, Inc. 1994 Stock Option Plan [A] [10.11]

4.4       Amendment No. 1 to PDT, Inc. 1994 Stock Option Plan [B][10.35]

4.5       PDT, Inc. 1996 Stock Compensation Plan [C]

5.1       Opinion of Bryan Cave LLP

23.1      Consent Of Ernst & Young LLP

23.2      Consent of Bryan Cave LLP (included in Exhibit 5.1)
[A]       Incorporated by reference to the exhibit referred to in
          brackets contained in the Registrant's Registration
          Statement on Form S-1 (File No. 33-87138)

[B]       Incorporated by reference to the exhibit
          referred to in brackets contained in the
          Registrant's Annual Report on Form 10-K for the
          year ended December 31, 1995 (File No.
          0-25544).

[C]       Incorporated by reference to the Registrant's definitive
          Proxy Statement dated April 25, 1997 for the PDT, Inc. 1997
          Annual Meeting of Shareholders