AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1998
                          REGISTRATION NO. 333-_______
============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                            OSTEX INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                   WASHINGTON
         (State or Other Jurisdiction of Incorporation or Organization)
                                   91-1450247
                      (I.R.S. Employer Identification No.)

                        2203 AIRPORT WAY SOUTH, SUITE 400
                            SEATTLE, WASHINGTON 98134
          (Address of Principal Executive Offices, Including Zip Code)

                            OSTEX INTERNATIONAL, INC.
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                                       and
                            OSTEX INTERNATIONAL, INC.
         AMENDED AND RESTATED DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plans)
                              ---------------------
      Robert M. Littauer                             COPY TO:
   Ostex International, Inc.                    Stephen M. Graham
2203 Airport Way South, Suite 400                Perkins Coie LLP
  Seattle, Washington 98134               1201 Third Avenue, 40th Floor
      (206) 292-8082                      Seattle, Washington 98101-3099
(Name, Address and Telephone Number,            (206) 583-8888
   Including Area Code, of                     
    Agent for Service)

                      -------------------
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
============================== ================== ========================== ========================= ====================
                                                      PROPOSED MAXIMUM           PROPOSED MAXIMUM
     TITLE OF SECURITIES         AMOUNT TO BE          OFFERING PRICE           AGGREGATE OFFERING          AMOUNT OF
      TO BE REGISTERED         REGISTERED(3)(4)         PER SHARE(1)                 PRICE(1)           REGISTRATION FEE
============================== ================== ========================== ========================= ====================
============================== ================== ========================== ========================= ====================
<S>                            <C>                <C>                        <C>                       <C>               

COMMON STOCK, $.01 PAR VALUE
PER SHARE(2)
  1994 Stock Option Plan           1,000,000                $2.63                   $2,630,000                     $776

  Directors' Nonqualified
   Stock Option Plan                 100,000                $2.63                   $  263,000                      $78
                                                                                                                  -----
                                                                                                             Total $854
============================== ================== ========================== ========================= ====================

<FN>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 under the  Securities  Act of 1933,  as  amended.  The
     price per share is estimated to be $2.63,  based on the average of the high
     sales price  ($2.75) and the low sales price  ($2.50) for the  Registrant's
     Common Stock as reported on the Nasdaq National Market on January 6, 1998.
(2)  Includes rights to purchase Series A Junior Participating Preferred Stock,
     par value $.01 per share, associated with the Common Stock.
(3)  Includes an indeterminate number of additional shares that may be necessary
     to adjust  the  number of shares  reserved  for  issuance  pursuant  to the
     Amended and  Restated  1994 Stock  Option Plan and the Amended and Restated
     Directors' Nonqualified Stock Option Plan as the result of any future stock
     dividend,  stock  split,  spin-off,  combination  or  exchange  of  shares,
     recapitalization, merger, consolidation, distribution to stockholders other
     than a normal cash  dividend,  or similar  adjustment  of the  Registrant's
     outstanding Common Stock.
(4)  Prior Form S-8 Registration Statement No. 333-4802, filed by the Registrant
     on  May 6,  1996,  registered  an  aggregate  of  1,000,000  shares  of the
     Registrant's  Common Stock,  of which 750,000  shares were allocated to the
     1994 Stock Option Plan and 250,000  shares were allocated to the Directors'
     Nonqualified Stock Option Plan.

</FN>
</TABLE>



<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
December  31,  1996,  filed on March 31, 1997 with the  Securities  and Exchange
Commission (the "Commission") under Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  which contains  certified  financial
statements for the most recent fiscal year for which such  statements  have been
filed;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Annual Report on Form 10-K referred to in (a) above; and

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on May
6, 1996  (Registration  No.  0-25250)  under  Section 12(g) of the Exchange Act,
including  any  amendments  or reports  filed for the purpose of  updating  such
description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange Act after the date hereof and prior to the
filing  of a  post-effective  amendment,  which  indicates  that the  securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections  23B.08.500  through  23B.08.600  of the  Washington  Business
Corporation  Act (the  "WBCA")  authorize a court to award,  or a  corporation's
board of directors to grant,  indemnification to directors,  officers, employees
and agents of the  Registrant and those serving at the  Registrant's  request in
similar positions in any other corporation, partnership, joint venture, trust or
other  enterprise  in terms  sufficiently  broad to permit such  indemnification
under  certain  circumstances  for  liabilities  (including   reimbursement  for
expenses  incurred)  arising under the  Securities  Act of 1933, as amended (the
"Securities Act").  Article 9 of the Registrant's  Amended and Restated Articles
of Incorporation  provides for indemnification of the Registrant's directors and
officers,  to the full extent  permissible  by applicable law as then in effect,
against all  expenses  and  liabilities  (including  any  obligation  to pay any
judgment,  settlement,  penalty,  fine,  including an excise tax  assessed  with
respect to an employee  benefit  plan,  or expense  incurred with respect to the
proceeding,  including  attorney's  fees)  actually and  reasonably  incurred in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, and whether formal or
informal, in which the director or officer is, was or is threatened to be made a
party to or is otherwise  involved in by reason of the fact that the director or
officer is or was a director or officer of the Registrant,  or, by reason of the

<PAGE>

fact that,  while a director  or officer of the  Registrant,  such  director  or
officer  is or was  serving  at the  request of the  Registrant  as a  director,
officer,  partner,  trustee,  employee or agent of another  corporation  or of a
partnership,  joint venture,  trust,  employee benefit plan or other enterprise.
The director or officer will not be indemnified for any proceeding  initiated by
such director or officer unless such  proceeding  was, prior to its  initiation,
authorized by the Registrant's Board of Directors or unless the proceeding is to
enforce  the rights of  indemnification.  No  indemnity  may be  provided by the
Registrant for acts or omissions of an indemnified  director finally adjudged to
be  intentional  misconduct  or a knowing  violation of law, for conduct of such
director finally adjudged to be in violation of Section  23B.08.310 of the WBCA,
for any  transaction  with  respect to which it was finally  adjudged  that such
director personally  received a benefit in money,  property or services to which
the  director  was not legally  entitled,  or to the extent the  corporation  is
otherwise prohibited by applicable law from paying such indemnification.

         Section  23B.08.320  of the WBCA  authorizes a  corporation  to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director,  except in certain circumstances  involving
intentional   misconduct,   self-dealing   or   illegal   corporate   loans   or
distributions,  or any transaction from which the director personally receives a
benefit in money,  property  or  services  to which the  director is not legally
entitled.  Article  8 of the  Registrant's  Amended  and  Restated  Articles  of
Incorporation  provides  for  limitation  of director  liability  to the maximum
extent permitted by the WBCA.

         The  Registrant  also  maintains  an  insurance   policy  insuring  its
directors and officers  against  liability  for certain acts or omissions  while
acting in their official capacity.

ITEM 8.  EXHIBITS

     EXHIBIT
     NUMBER        DESCRIPTION
     ------        ---------------------------------------------------
       5.1         Opinion of Perkins Coie LLP regarding legality of the Common
                   Stock being registered

      23.1         Consent of Arthur Andersen LLP (contained in this Form S-8)

      23.2         Consent of Perkins Coie LLP (included in its Opinion filed 
                   as Exhibit 5.1)

      24.1         Power of Attorney (see Signature Page in this Form S-8)

      99.1         Ostex International, Inc. Amended and Restated 1994 Stock  
                   Option Plan

      99.2         Amendment, dated July 16, 1997, to Ostex International, Inc.
                   Amended and Restated 1994 Stock Option Plan

      99.3         Ostex International, Inc. Amended and Restated Directors' 
                   Nonqualified Stock Option Plan

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:

                  (a)      To include any prospectus required by 
Section 10(a)(3) of the Securities Act of 1933, as amended 
(the "Securities Act");


<PAGE>

                  (b) 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  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (c) 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 clauses (a)(1)(i) and (a)(1)(ii) above do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

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

         (3) To remove from registration by means of a post-effective  amendment
any of the securities  being registered that remain unsold at the termination of
the offering.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report  pursuant to Section 15(d) of the Exchange Act) 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.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
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 Commission, such indemnification is
against  public  policy as expressed in the  Securities  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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.



<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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  Seattle,  State of  Washington,  on the 9th day of
January, 1998.

                                   OSTEX INTERNATIONAL, INC.

                                   By  /S/ ROBERT M. LITTAUER
                                     ------------------------------------
                                           Robert M. Littauer
                              Senior Vice President, Finance and Administration
                                  Principal Financial and Accounting Officer

                                POWER OF ATTORNEY

Each person whose signature  appears below hereby  authorizes Robert M. Littauer
and John M. Brenneman,  and each of them, as attorneys-in-fact,  with full power
of  substitution,  to  execute  in  the  name  and on  behalf  of  such  person,
individually  and  in  each  capacity  stated  below,  and  to  file  any or 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 Commission or any regulatory authority.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 9th day of January, 1998.

              SIGNATURE                             TITLE

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

      /s/ Thomas A. Bologna               Chief Executive Officer and President,
------------------------------------                Director
        Thomas A. Bologna


     /s/ Robert M. Littauer               Senior Vice President, Finance and 
------------------------------------              Administration
        Robert M. Littauer            Principal Financial and Accounting Officer


      /s/ Thomas J. Cable                 Chairman of the Board
------------------------------------
         Thomas J. Cable

                                          Director
------------------------------------
      Elisabeth L. Evans, M.D.

      /s/ David R. Eyre                   Director
------------------------------------
         David R. Eyre

     /s/ Fredric J. Feldman               Director
------------------------------------
        Fredric J. Feldman

  /s/ Gilbert S. Omenn, M.D., Ph.D.       Director
------------------------------------
     Gilbert S. Omenn, M.D., Ph.D.

      /s/ Gregory D. Phelps               Director
------------------------------------
        Gregory D. Phelps

     /s/ John H. Trimmer                  Director
------------------------------------
        John H. Trimmer



<PAGE>




                                  EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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


As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in  this  registration  statement  on  Form S 8 of our  report  dated
February 12, 1997 included in Ostex International,  Inc.'s Annual Report on Form
10-K for the year ended  December 31, 1996,  and to all  references  to our firm
included in this registration statement.



/s/   ARTHUR ANDERSEN LLP

Seattle, Washington
January 9, 1998



<PAGE>






                                INDEX TO EXHIBITS

EXHIBIT
NUMBER          DESCRIPTION
-----------     ------------------------------------------

   5.1          Opinion of Perkins Coie LLP regarding legality of Common Stock 
                being registered

  23.1          Consent of Arthur Andersen LLP (contained in Form S-8)

  23.2          Consent of Perkins Coie LLP (included in its Opinion filed as 
                Exhibit 5.1)

  24.1          Power of Attorney (see Signature Page in Form S-8)

  99.1          Ostex International, Inc. Amended and Restated 1994 Stock 
                Option Plan

  99.2          Amendment, dated July 16, 1997, to Ostex International, Inc. 
                Amended and Restated 1994 Stock Option Plan

  99.3          Ostex International, Inc. Amended and Restated Directors' 
                Nonqualified Stock Option Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19939}]
{"company-data": {"conformed-name": "OSTEX INTERNATIONAL INC /WA/", "cik": "0000932631", "assigned-sic": "2835", "irs-number": "911450247", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44143", "film-number": "98505373"}, "business-address": {"street1": "2203 AIRPORT WY S", "street2": "STE 400", "city": "SEATTLE", "state": "WA", "zip": "98134", "phone": "2062928082"}, "mail-address": {"street1": "2203 AIRPORT WAY", "street2": "SUITE 400", "city": "SEATLE", "state": "WA", "zip": "98134"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1998
                          REGISTRATION NO. 333-_______
============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                            OSTEX INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                   WASHINGTON
         (State or Other Jurisdiction of Incorporation or Organization)
                                   91-1450247
                      (I.R.S. Employer Identification No.)

                        2203 AIRPORT WAY SOUTH, SUITE 400
                            SEATTLE, WASHINGTON 98134
          (Address of Principal Executive Offices, Including Zip Code)

                            OSTEX INTERNATIONAL, INC.
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                                       and
                            OSTEX INTERNATIONAL, INC.
         AMENDED AND RESTATED DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plans)
                              ---------------------
      Robert M. Littauer                             COPY TO:
   Ostex International, Inc.                    Stephen M. Graham
2203 Airport Way South, Suite 400                Perkins Coie LLP
  Seattle, Washington 98134               1201 Third Avenue, 40th Floor
      (206) 292-8082                      Seattle, Washington 98101-3099
(Name, Address and Telephone Number,            (206) 583-8888
   Including Area Code, of                     
    Agent for Service)

                      -------------------
CALCULATION OF REGISTRATION FEE
============================== ================== ========================== ========================= ====================
                                                      PROPOSED MAXIMUM           PROPOSED MAXIMUM
     TITLE OF SECURITIES         AMOUNT TO BE          OFFERING PRICE           AGGREGATE OFFERING          AMOUNT OF
      TO BE REGISTERED         REGISTERED(3)(4)         PER SHARE(1)                 PRICE(1)           REGISTRATION FEE
============================== ================== ========================== ========================= ====================
============================== ================== ========================== ========================= ====================
COMMON STOCK, $.01 PAR VALUE
PER SHARE(2)
  1994 Stock Option Plan           1,000,000                $2.63                   $2,630,000                     $776

  Directors' Nonqualified
   Stock Option Plan                 100,000                $2.63                   $  263,000                      $78
                                                                                                                  -----
                                                                                                             Total $854
============================== ================== ========================== ========================= ====================
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 under the  Securities  Act of 1933,  as  amended.  The
     price per share is estimated to be $2.63,  based on the average of the high
     sales price  ($2.75) and the low sales price  ($2.50) for the  Registrant's
     Common Stock as reported on the Nasdaq National Market on January 6, 1998.
(2)  Includes rights to purchase Series A Junior Participating Preferred Stock,
     par value $.01 per share, associated with the Common Stock.
(3)  Includes an indeterminate number of additional shares that may be necessary
     to adjust  the  number of shares  reserved  for  issuance  pursuant  to the
     Amended and  Restated  1994 Stock  Option Plan and the Amended and Restated
     Directors' Nonqualified Stock Option Plan as the result of any future stock
     dividend,  stock  split,  spin-off,  combination  or  exchange  of  shares,
     recapitalization, merger, consolidation, distribution to stockholders other
     than a normal cash  dividend,  or similar  adjustment  of the  Registrant's
     outstanding Common Stock.
(4)  Prior Form S-8 Registration Statement No. 333-4802, filed by the Registrant
     on  May 6,  1996,  registered  an  aggregate  of  1,000,000  shares  of the
     Registrant's  Common Stock,  of which 750,000  shares were allocated to the
     1994 Stock Option Plan and 250,000  shares were allocated to the Directors'
     Nonqualified Stock Option Plan.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
December  31,  1996,  filed on March 31, 1997 with the  Securities  and Exchange
Commission (the "Commission") under Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  which contains  certified  financial
statements for the most recent fiscal year for which such  statements  have been
filed;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Annual Report on Form 10-K referred to in (a) above; and

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on May
6, 1996  (Registration  No.  0-25250)  under  Section 12(g) of the Exchange Act,
including  any  amendments  or reports  filed for the purpose of  updating  such
description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange Act after the date hereof and prior to the
filing  of a  post-effective  amendment,  which  indicates  that the  securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections  23B.08.500  through  23B.08.600  of the  Washington  Business
Corporation  Act (the  "WBCA")  authorize a court to award,  or a  corporation's
board of directors to grant,  indemnification to directors,  officers, employees
and agents of the  Registrant and those serving at the  Registrant's  request in
similar positions in any other corporation, partnership, joint venture, trust or
other  enterprise  in terms  sufficiently  broad to permit such  indemnification
under  certain  circumstances  for  liabilities  (including   reimbursement  for
expenses  incurred)  arising under the  Securities  Act of 1933, as amended (the
"Securities Act").  Article 9 of the Registrant's  Amended and Restated Articles
of Incorporation  provides for indemnification of the Registrant's directors and
officers,  to the full extent  permissible  by applicable law as then in effect,
against all  expenses  and  liabilities  (including  any  obligation  to pay any
judgment,  settlement,  penalty,  fine,  including an excise tax  assessed  with
respect to an employee  benefit  plan,  or expense  incurred with respect to the
proceeding,  including  attorney's  fees)  actually and  reasonably  incurred in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, and whether formal or
informal, in which the director or officer is, was or is threatened to be made a
party to or is otherwise  involved in by reason of the fact that the director or
officer is or was a director or officer of the Registrant,  or, by reason of the
fact that,  while a director  or officer of the  Registrant,  such  director  or
officer  is or was  serving  at the  request of the  Registrant  as a  director,
officer,  partner,  trustee,  employee or agent of another  corporation  or of a
partnership,  joint venture,  trust,  employee benefit plan or other enterprise.
The director or officer will not be indemnified for any proceeding  initiated by
such director or officer unless such  proceeding  was, prior to its  initiation,
authorized by the Registrant's Board of Directors or unless the proceeding is to
enforce  the rights of  indemnification.  No  indemnity  may be  provided by the
Registrant for acts or omissions of an indemnified  director finally adjudged to
be  intentional  misconduct  or a knowing  violation of law, for conduct of such
director finally adjudged to be in violation of Section  23B.08.310 of the WBCA,
for any  transaction  with  respect to which it was finally  adjudged  that such
director personally  received a benefit in money,  property or services to which
the  director  was not legally  entitled,  or to the extent the  corporation  is
otherwise prohibited by applicable law from paying such indemnification.

         Section  23B.08.320  of the WBCA  authorizes a  corporation  to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director,  except in certain circumstances  involving
intentional   misconduct,   self-dealing   or   illegal   corporate   loans   or
distributions,  or any transaction from which the director personally receives a
benefit in money,  property  or  services  to which the  director is not legally
entitled.  Article  8 of the  Registrant's  Amended  and  Restated  Articles  of
Incorporation  provides  for  limitation  of director  liability  to the maximum
extent permitted by the WBCA.

         The  Registrant  also  maintains  an  insurance   policy  insuring  its
directors and officers  against  liability  for certain acts or omissions  while
acting in their official capacity.

ITEM 8.  EXHIBITS

     EXHIBIT
     NUMBER        DESCRIPTION
     ------        ---------------------------------------------------
       5.1         Opinion of Perkins Coie LLP regarding legality of the Common
                   Stock being registered

      23.1         Consent of Arthur Andersen LLP (contained in this Form S-8)

      23.2         Consent of Perkins Coie LLP (included in its Opinion filed 
                   as Exhibit 5.1)

      24.1         Power of Attorney (see Signature Page in this Form S-8)

      99.1         Ostex International, Inc. Amended and Restated 1994 Stock  
                   Option Plan

      99.2         Amendment, dated July 16, 1997, to Ostex International, Inc.
                   Amended and Restated 1994 Stock Option Plan

      99.3         Ostex International, Inc. Amended and Restated Directors' 
                   Nonqualified Stock Option Plan

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:

                  (a)      To include any prospectus required by 
Section 10(a)(3) of the Securities Act of 1933, as amended 
(the "Securities Act");
(b) 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  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (c) 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 clauses (a)(1)(i) and (a)(1)(ii) above do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

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

         (3) To remove from registration by means of a post-effective  amendment
any of the securities  being registered that remain unsold at the termination of
the offering.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report  pursuant to Section 15(d) of the Exchange Act) 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.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
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 Commission, such indemnification is
against  public  policy as expressed in the  Securities  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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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  Seattle,  State of  Washington,  on the 9th day of
January, 1998.

                                   OSTEX INTERNATIONAL, INC.

                                   By  /S/ ROBERT M. LITTAUER
                                     ------------------------------------
                                           Robert M. Littauer
                              Senior Vice President, Finance and Administration
                                  Principal Financial and Accounting Officer

                                POWER OF ATTORNEY

Each person whose signature  appears below hereby  authorizes Robert M. Littauer
and John M. Brenneman,  and each of them, as attorneys-in-fact,  with full power
of  substitution,  to  execute  in  the  name  and on  behalf  of  such  person,
individually  and  in  each  capacity  stated  below,  and  to  file  any or 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 Commission or any regulatory authority.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 9th day of January, 1998.

              SIGNATURE                             TITLE

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

      /s/ Thomas A. Bologna               Chief Executive Officer and President,
------------------------------------                Director
        Thomas A. Bologna

     /s/ Robert M. Littauer               Senior Vice President, Finance and 
------------------------------------              Administration
        Robert M. Littauer            Principal Financial and Accounting Officer

      /s/ Thomas J. Cable                 Chairman of the Board
------------------------------------
         Thomas J. Cable

                                          Director
------------------------------------
      Elisabeth L. Evans, M.D.

      /s/ David R. Eyre                   Director
------------------------------------
         David R. Eyre

     /s/ Fredric J. Feldman               Director
------------------------------------
        Fredric J. Feldman

  /s/ Gilbert S. Omenn, M.D., Ph.D.       Director
------------------------------------
     Gilbert S. Omenn, M.D., Ph.D.

      /s/ Gregory D. Phelps               Director
------------------------------------
        Gregory D. Phelps

     /s/ John H. Trimmer                  Director
------------------------------------
        John H. Trimmer
EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in  this  registration  statement  on  Form S 8 of our  report  dated
February 12, 1997 included in Ostex International,  Inc.'s Annual Report on Form
10-K for the year ended  December 31, 1996,  and to all  references  to our firm
included in this registration statement.

/s/   ARTHUR ANDERSEN LLP

Seattle, Washington
January 9, 1998
INDEX TO EXHIBITS

EXHIBIT
NUMBER          DESCRIPTION
-----------     ------------------------------------------

   5.1          Opinion of Perkins Coie LLP regarding legality of Common Stock 
                being registered

  23.1          Consent of Arthur Andersen LLP (contained in Form S-8)

  23.2          Consent of Perkins Coie LLP (included in its Opinion filed as 
                Exhibit 5.1)

  24.1          Power of Attorney (see Signature Page in Form S-8)

  99.1          Ostex International, Inc. Amended and Restated 1994 Stock 
                Option Plan

  99.2          Amendment, dated July 16, 1997, to Ostex International, Inc. 
                Amended and Restated 1994 Stock Option Plan

  99.3          Ostex International, Inc. Amended and Restated Directors' 
                Nonqualified Stock Option Plan