<PAGE>
 
    As filed with the Securities and Exchange Commission on August 2, 1996.
                             Subject to amendment.

                                                       Registration No. 33-    
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   ----------

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

                                   ----------

                                  IMPATH INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                13-3459685
        (State or other jurisdic-                  (I.R.S. Employer
          tion of incorporation                   Identification No.)
            or organization)

                                   ----------
                            
                               1010 Third Avenue
                                   Suite 302
                            New York, New York 10021
               (Address of principal executive offices; zip code)
                               
                                  ----------

                                  IMPATH INC.
                             1989 STOCK OPTION PLAN
                           (Full titles of the plans)

                                   ----------

                               Anu D. Saad, Ph.D.
                     President and Chief Executive Officer
                          1010 Third Avenue, Suite 302
                           New York, New York  10021
                                 (212) 702-8300
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   ----------

                                    Copy to:
                              John J. Butler, Esq.
                                Haythe & Curley
                                237 Park Avenue
                           New York, New York  10017

                                   ----------

                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>                                                   Proposed         
                                         Proposed           maximum        
Title of securities  Amount to be   maximum offering   aggregate offering     Amount of    
 to be registered     registered   price per share/*/        price         registration fee 
- -------------------  ------------  ------------------  ------------------  ----------------
 
<S>                     <C>              <C>              <C>                 <C>
Common Stock          
 (par value $0.005
 per share)             793,141          $13.875          $11,004,831.38      $3,794.77
</TABLE>
================================================================================
*Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(c) on the basis of the average of the high and low prices reported of
the Common Stock on July 29, 1996, as reported on the Nasdaq National Market.
================================================================================
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   Item 3.  Incorporation of Documents by Reference.
            --------------------------------------- 

             The Registrant hereby states that the documents listed in (a)
   through (c) below are incorporated by reference in this Registration
   Statement and 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,
   as amended, 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 a part hereof from the
   date of filing of such documents.

             (a) The Registrant's Prospectus dated February 20, 1996 filed
   pursuant to Rule 424(b)(3) of the Securities Act of 1933, registration no.
   33-98916 and the Registrant's Special Report on Form 10-K for the year ended
   December 31, 1995.

             (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
   ended March 31, 1996.

             (c) The description of the Registrant's Common Stock contained in
   the Registrant's registration statement on Form 8-A filed on February 9,
   1996.

   Item 4.  Description of Securities.
            ------------------------- 

             Not applicable.

   Item 5.  Interests of Named Experts and Counsel.
            -------------------------------------- 

             Not applicable.

   Item 6.  Indemnification of Directors and Officers.
            ----------------------------------------- 

             Article Five, Section 7 of the Registrant's Certificate of
   Incorporation (the "Certificate") provides that, to the fullest extent
   permitted by Section 145 of the General Corporation Law of the State of
   Delaware (the "Delaware Law"), or any comparable successor law, as the same
   may be amended and supplemented from time to time, the Registrant (i) may
   indemnify all persons whom it shall have power to indemnify under the
   Delaware Law from and against any and all of the expenses, liabilities or
   other matters referred to in or covered thereby, (ii) shall indemnify each
   such person if he is or is threatened to be made a party to an action, suit
   or proceeding by reason of the fact that he is
<PAGE>
 
   or was a director, officer, employee or agent of the Registrant or because he
   was serving the Registrant or any other legal entity in any capacity at the
   request of the Registrant while a director, officer, employee or agent of the
   Registrant and (iii) shall pay the expenses of such a current or former
   director, officer, employee or agent incurred in connection with any such
   action, suit or proceeding in advance of the final disposition of such
   action, suit or proceeding. The Certificate further provides that the
   indemnification and advancement of expenses provided for therein shall not be
   deemed exclusive of any other rights to which those entitled to
   indemnification or advancement of expenses may be entitled under any by-law,
   agreement, contract or vote of stockholders or disinterested directors or
   pursuant to the direction (however embodied) of any court of competent
   jurisdiction or otherwise, both as to action in his official capacity and as
   to action in another capacity while holding such office, and shall continue
   as to a person who has ceased to be a director, officer, employee or agent
   and shall inure to the benefit of the heirs, executors and administrators of
   such a person.

        The Registrant has entered into indemnification agreements with all
   directors and executive officers of the Registrant.  These agreements provide
   that the directors and executive officers will be indemnified to the fullest
   possible extent permitted by Delaware law against all expenses (including
   attorneys' fees), judgments, fines, penalties, taxes and settlement amounts
   paid or incurred by them in any action or proceeding, including any action by
   or in the right of the Registrant or any of its subsidiaries or affiliates,
   on account of their service as directors, officers, employees, fiduciaries or
   agents of the Registrant or any of its subsidiaries or affiliates, and their
   service at the request of the Registrant or any of its subsidiaries or
   affiliates as directors, officers, employees, fiduciaries or agents of
   another corporation, partnership, joint venture, trust, employee benefit plan
   or other enterprise.

        The Registrant maintains liability insurance for its officers and
   directors, insuring them against certain losses arising from claims or
   charges made against them while acting in their capacities as officers or
   directors of the Registrant.

        Article Five, Section 6 of the Certificate provides that a director of
   the Registrant shall not be personally liable to the Registrant or its
   stockholders 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 Registrant or its stockholders, (ii) for acts or omissions not in good
   faith or which involve intentional misconduct or a knowing violation of law,
   (iii) for the unlawful payment of dividends or unlawful stock purchases under
   Section 174 of the Delaware Law, or (iv) for any transaction from which the
   director derived any improper personal benefit. If the Delaware Law is
   amended to eliminate further or limit the personal liability of directors,
   then the liability of a director of the Registrant shall be eliminated or
   limited to the fullest extent permitted by the Delaware Law, as so amended.
   Any repeal or modification of such provision of the Certificate by the
   stockholders of the Registrant shall be prospective only and shall not
   adversely affect any right or protection of a director of the Registrant
   existing at the time of such repeal or modification.

                                      II-2
<PAGE>
 
        While the Certificate provides directors with protection from awards for
   monetary damages for breaches of their duty of care, it does not eliminate
   such duty. Accordingly, the Certificate will have no effect on the
   availability of equitable remedies such as an injunction or rescission based
   on a director's breach of his or her duty of care. The provisions of the
   Certificate described above apply to an officer of the Registrant only if he
   or she is a director of the Registrant and is acting in his or her capacity
   as director, and do not apply to officers of the Registrant who are not
   directors.

   Item 7.  Exemption from Registration Claimed.
            ----------------------------------- 

             Not applicable.

   Item 8.  Exhibits.
            -------- 

             The Exhibits required to be filed as part of this Registration
   Statement are listed in the attached Index to Exhibits.

   Item 9.  Undertakings.
            ------------ 

             The undersigned Registrant hereby undertakes, except as otherwise
   specifically provided in the rules of the Securities and Exchange Commission
   promulgated under the Securities Act of 1933:

             (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 this Registration Statement (or the most recent post-
   effective amendment hereof) which, individually or in the aggregate,
   represent a fundamental change in the information set forth in this
   Registration Statement;

             (iii)  To include any material information with respect to the plan
   of distribution not previously disclosed in this Registration Statement or
   any material change to such information in this Registration Statement;

   provided, however, that paragraphs (1)(i) and (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 this Registration Statement;

                                      II-3
<PAGE>
 
             (2) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed to
   be a new registration statement relating to the securities offered therein,
   and the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof; and

             (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.

             The undersigned Registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each filing of
   the Registrant's annual report pursuant to section 13(a) or section 15(d) of
   the Securities Exchange Act of 1934 that is incorporated by reference in this
   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.

             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 Act and is, therefore, unenforceable.  In the
   event that a claim for indemnification against such liabilities (other than
   the payment by the Registrant of expenses incurred or paid by 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 Act and will be governed by the final
   adjudication of such issue.

                                      II-4
<PAGE>
 
                               POWER OF ATTORNEY

             The Registrant and each person whose signature appears below hereby
   appoints each of Anu D. Saad, Ph.D. and John P. Gandolfo as attorneys-in-fact
   with full power of substitution, severally, to execute in the name and on
   behalf of the Registrant and each such person, individually and in each
   capacity stated below, one or more amendments to this Registration Statement
   as the attorney-in-fact acting in the premises deems appropriate and to file
   any such amendment to this Registration Statement with the Securities and
   Exchange Commission.

                                   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 New York and State of New York on
   the 31st day of July, 1996.


                                 IMPATH INC.



                                 By/s/ Anu D. Saad
                                   ---------------------------------
                                      Anu D. Saad, Ph.D.
                                        President and
                                   Chief Executive Officer


             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/ Anu D. Saad               President, Chief Executive     July 31, 1996
   ---------------------------   Officer and Director
   Anu D. Saad, Ph.D.           


   /s/ John P. Gandolfo          Executive Vice President,      July 31, 1996
   ---------------------------   Chief Financial Officer and 
      John P. Gandolfo           Principal Accounting Officer       

                                      II-5
<PAGE>
 
   Signature                     Title                          Date
   ---------                     -----                          ----


   /s/ John L. Cassis            Chairman of the Board          July 31, 1996
   ---------------------------   and Director
   John L. Cassis    


   ___________________________   Director                       ______ __, 1996
   Richard J. Cote, M.D.


   /s/ Richard Kessler           Director                       July 31, 1996
   ---------------------------                          
   Richard Kessler


   /s/ Joseph A. Mollica         Director                       July 31, 1996
   ---------------------------                         
   Joseph A. Mollica


   ___________________________   Director                       ______ __, 1996
   Marcy H. Shockey


   ___________________________   Director                       ______ __, 1996
   David B. Snow, Jr.

                                      II-6
<PAGE>
 
                               CONSENT OF COUNSEL


                 The consent of Haythe & Curley is contained in
        their opinion filed as Exhibit 5 to this Registration Statement.

                                      II-7
<PAGE>
 
                        CONSENT OF INDEPENDENT AUDITORS


   The Board of Directors
   Impath Inc.


   We consent to the use of our reports incorporated herein by reference.


                                            KPMG Peat Marwick LLP


   New York, New York
   August 1, 1996

                                      II-8
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 
 Number                    Description of Exhibit                   Page
- --------     ---------------------------------------------------    ----

<S>          <C>                                                    <C>
  4(i)   -   Impath Inc. (formerly Impath Laboratories Inc.)
             1989 Stock Option Plan, as amended (the "Stock
             Option Plan")

  5      -   Opinion of Haythe & Curley

 23(i)   -   Consent of KPMG Peat Marwick LLP, Independent
             Auditors (See "Consent of Independent Auditors" in
             the Registration Statement)

 23(ii)  -   Consent of Haythe & Curley (contained in Exhibit
             5)

 24      -   Power of Attorney (see "Power of Attorney" in the
             Registration Statement)
 
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19157}]
{"company-data": {"conformed-name": "IMPATH INC", "cik": "0001003114", "assigned-sic": "8071", "irs-number": "133459685", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09469", "film-number": "96603154"}, "business-address": {"street1": "1010 THIRD AVE", "street2": "STE 303", "city": "NEW YORK", "state": "NY", "zip": "10021", "phone": "2127028321"}, "mail-address": {"street2": "1010 THIRD AVENUE STE 303", "city": "NEW YORK", "state": "NY", "zip": "10021"}}
As filed with the Securities and Exchange Commission on August 2, 1996.
                             Subject to amendment.

                                                       Registration No. 33-    
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   ----------

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

                                   ----------

                                  IMPATH INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                13-3459685
        (State or other jurisdic-                  (I.R.S. Employer
          tion of incorporation                   Identification No.)
            or organization)

                                   ----------
                            
                               1010 Third Avenue
                                   Suite 302
                            New York, New York 10021
               (Address of principal executive offices; zip code)
                               
                                  ----------

                                  IMPATH INC.
                             1989 STOCK OPTION PLAN
                           (Full titles of the plans)

                                   ----------

                               Anu D. Saad, Ph.D.
                     President and Chief Executive Officer
                          1010 Third Avenue, Suite 302
                           New York, New York  10021
                                 (212) 702-8300
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   ----------

                                    Copy to:
                              John J. Butler, Esq.
                                Haythe & Curley
                                237 Park Avenue
                           New York, New York  10017

                                   ----------

                        CALCULATION OF REGISTRATION FEE
================================================================================
Proposed         
                                         Proposed           maximum        
Title of securities  Amount to be   maximum offering   aggregate offering     Amount of    
 to be registered     registered   price per share/*/        price         registration fee 
- -------------------  ------------  ------------------  ------------------  ----------------
Common Stock          
 (par value $0.005
 per share)             793,141          $13.875          $11,004,831.38      $3,794.77
================================================================================
*Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(c) on the basis of the average of the high and low prices reported of
the Common Stock on July 29, 1996, as reported on the Nasdaq National Market.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.
            --------------------------------------- 

             The Registrant hereby states that the documents listed in (a)
   through (c) below are incorporated by reference in this Registration
   Statement and 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,
   as amended, 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 a part hereof from the
   date of filing of such documents.

             (a) The Registrant's Prospectus dated February 20, 1996 filed
   pursuant to Rule 424(b)(3) of the Securities Act of 1933, registration no.
   33-98916 and the Registrant's Special Report on Form 10-K for the year ended
   December 31, 1995.

             (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
   ended March 31, 1996.

             (c) The description of the Registrant's Common Stock contained in
   the Registrant's registration statement on Form 8-A filed on February 9,
   1996.

   Item 4.  Description of Securities.
            ------------------------- 

             Not applicable.

   Item 5.  Interests of Named Experts and Counsel.
            -------------------------------------- 

             Not applicable.

   Item 6.  Indemnification of Directors and Officers.
            ----------------------------------------- 

             Article Five, Section 7 of the Registrant's Certificate of
   Incorporation (the "Certificate") provides that, to the fullest extent
   permitted by Section 145 of the General Corporation Law of the State of
   Delaware (the "Delaware Law"), or any comparable successor law, as the same
   may be amended and supplemented from time to time, the Registrant (i) may
   indemnify all persons whom it shall have power to indemnify under the
   Delaware Law from and against any and all of the expenses, liabilities or
   other matters referred to in or covered thereby, (ii) shall indemnify each
   such person if he is or is threatened to be made a party to an action, suit
   or proceeding by reason of the fact that he is
or was a director, officer, employee or agent of the Registrant or because he
   was serving the Registrant or any other legal entity in any capacity at the
   request of the Registrant while a director, officer, employee or agent of the
   Registrant and (iii) shall pay the expenses of such a current or former
   director, officer, employee or agent incurred in connection with any such
   action, suit or proceeding in advance of the final disposition of such
   action, suit or proceeding. The Certificate further provides that the
   indemnification and advancement of expenses provided for therein shall not be
   deemed exclusive of any other rights to which those entitled to
   indemnification or advancement of expenses may be entitled under any by-law,
   agreement, contract or vote of stockholders or disinterested directors or
   pursuant to the direction (however embodied) of any court of competent
   jurisdiction or otherwise, both as to action in his official capacity and as
   to action in another capacity while holding such office, and shall continue
   as to a person who has ceased to be a director, officer, employee or agent
   and shall inure to the benefit of the heirs, executors and administrators of
   such a person.

        The Registrant has entered into indemnification agreements with all
   directors and executive officers of the Registrant.  These agreements provide
   that the directors and executive officers will be indemnified to the fullest
   possible extent permitted by Delaware law against all expenses (including
   attorneys' fees), judgments, fines, penalties, taxes and settlement amounts
   paid or incurred by them in any action or proceeding, including any action by
   or in the right of the Registrant or any of its subsidiaries or affiliates,
   on account of their service as directors, officers, employees, fiduciaries or
   agents of the Registrant or any of its subsidiaries or affiliates, and their
   service at the request of the Registrant or any of its subsidiaries or
   affiliates as directors, officers, employees, fiduciaries or agents of
   another corporation, partnership, joint venture, trust, employee benefit plan
   or other enterprise.

        The Registrant maintains liability insurance for its officers and
   directors, insuring them against certain losses arising from claims or
   charges made against them while acting in their capacities as officers or
   directors of the Registrant.

        Article Five, Section 6 of the Certificate provides that a director of
   the Registrant shall not be personally liable to the Registrant or its
   stockholders 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 Registrant or its stockholders, (ii) for acts or omissions not in good
   faith or which involve intentional misconduct or a knowing violation of law,
   (iii) for the unlawful payment of dividends or unlawful stock purchases under
   Section 174 of the Delaware Law, or (iv) for any transaction from which the
   director derived any improper personal benefit. If the Delaware Law is
   amended to eliminate further or limit the personal liability of directors,
   then the liability of a director of the Registrant shall be eliminated or
   limited to the fullest extent permitted by the Delaware Law, as so amended.
   Any repeal or modification of such provision of the Certificate by the
   stockholders of the Registrant shall be prospective only and shall not
   adversely affect any right or protection of a director of the Registrant
   existing at the time of such repeal or modification.

                                      II-2
While the Certificate provides directors with protection from awards for
   monetary damages for breaches of their duty of care, it does not eliminate
   such duty. Accordingly, the Certificate will have no effect on the
   availability of equitable remedies such as an injunction or rescission based
   on a director's breach of his or her duty of care. The provisions of the
   Certificate described above apply to an officer of the Registrant only if he
   or she is a director of the Registrant and is acting in his or her capacity
   as director, and do not apply to officers of the Registrant who are not
   directors.

   Item 7.  Exemption from Registration Claimed.
            ----------------------------------- 

             Not applicable.

   Item 8.  Exhibits.
            -------- 

             The Exhibits required to be filed as part of this Registration
   Statement are listed in the attached Index to Exhibits.

   Item 9.  Undertakings.
            ------------ 

             The undersigned Registrant hereby undertakes, except as otherwise
   specifically provided in the rules of the Securities and Exchange Commission
   promulgated under the Securities Act of 1933:

             (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 this Registration Statement (or the most recent post-
   effective amendment hereof) which, individually or in the aggregate,
   represent a fundamental change in the information set forth in this
   Registration Statement;

             (iii)  To include any material information with respect to the plan
   of distribution not previously disclosed in this Registration Statement or
   any material change to such information in this Registration Statement;

   provided, however, that paragraphs (1)(i) and (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 this Registration Statement;

                                      II-3
(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; and

             (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.

             The undersigned Registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each filing of
   the Registrant's annual report pursuant to section 13(a) or section 15(d) of
   the Securities Exchange Act of 1934 that is incorporated by reference in this
   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.

             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 Act and is, therefore, unenforceable.  In the
   event that a claim for indemnification against such liabilities (other than
   the payment by the Registrant of expenses incurred or paid by 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 Act and will be governed by the final
   adjudication of such issue.

                                      II-4
POWER OF ATTORNEY

             The Registrant and each person whose signature appears below hereby
   appoints each of Anu D. Saad, Ph.D. and John P. Gandolfo as attorneys-in-fact
   with full power of substitution, severally, to execute in the name and on
   behalf of the Registrant and each such person, individually and in each
   capacity stated below, one or more amendments to this Registration Statement
   as the attorney-in-fact acting in the premises deems appropriate and to file
   any such amendment to this Registration Statement with the Securities and
   Exchange Commission.

                                   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 New York and State of New York on
   the 31st day of July, 1996.

                                 IMPATH INC.

                                 By/s/ Anu D. Saad
                                   ---------------------------------
                                      Anu D. Saad, Ph.D.
                                        President and
                                   Chief Executive Officer

             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/ Anu D. Saad               President, Chief Executive     July 31, 1996
   ---------------------------   Officer and Director
   Anu D. Saad, Ph.D.           

   /s/ John P. Gandolfo          Executive Vice President,      July 31, 1996
   ---------------------------   Chief Financial Officer and 
      John P. Gandolfo           Principal Accounting Officer       

                                      II-5
Signature                     Title                          Date
   ---------                     -----                          ----

   /s/ John L. Cassis            Chairman of the Board          July 31, 1996
   ---------------------------   and Director
   John L. Cassis    

   ___________________________   Director                       ______ __, 1996
   Richard J. Cote, M.D.

   /s/ Richard Kessler           Director                       July 31, 1996
   ---------------------------                          
   Richard Kessler

   /s/ Joseph A. Mollica         Director                       July 31, 1996
   ---------------------------                         
   Joseph A. Mollica

   ___________________________   Director                       ______ __, 1996
   Marcy H. Shockey

   ___________________________   Director                       ______ __, 1996
   David B. Snow, Jr.

                                      II-6
CONSENT OF COUNSEL

                 The consent of Haythe & Curley is contained in
        their opinion filed as Exhibit 5 to this Registration Statement.

                                      II-7
CONSENT OF INDEPENDENT AUDITORS

   The Board of Directors
   Impath Inc.

   We consent to the use of our reports incorporated herein by reference.

                                            KPMG Peat Marwick LLP

   New York, New York
   August 1, 1996

                                      II-8
INDEX TO EXHIBITS
Number                    Description of Exhibit                   Page
- --------     ---------------------------------------------------    ----
4(i)   -   Impath Inc. (formerly Impath Laboratories Inc.)
             1989 Stock Option Plan, as amended (the "Stock
             Option Plan")

  5      -   Opinion of Haythe & Curley

 23(i)   -   Consent of KPMG Peat Marwick LLP, Independent
             Auditors (See "Consent of Independent Auditors" in
             the Registration Statement)

 23(ii)  -   Consent of Haythe & Curley (contained in Exhibit
             5)

 24      -   Power of Attorney (see "Power of Attorney" in the
             Registration Statement)