As filed with the Securities and Exchange Commission on March 12, 1999
                                                      Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                               Isonics Corporation
                               -------------------
             (Exact name of registrant as specified in its charter)

California                                                            77-0338561
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              5906 McIntyre Street
                             Golden, Colorado 80403
                                 (303) 279-7900

                   -------------------------------------------
          (Address and telephone number of principal executive offices)

                             1996 Stock Option Plan
                     1996 Executives' Equity Incentive Plan
                           1996 Equity Incentive Plan
                        1998 Employee Stock Purchase Plan

                   -------------------------------------------
                            (Full title of the plans)

                               James E. Alexander
                      President and Chief Executive Officer
                               Isonics Corporation
                              5906 McIntyre Street
                             Golden, Colorado 80403
                                 (303) 279-7900

                   -------------------------------------------
            (Name, address, including zip code, and telephone number,
                       including area code, of agent for
                                    service)

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

                                   Copies to:

                              Mark P. Tanoury, Esq.
                               COOLEY GODWARD LLP
                     3000 Sand Hill Road, Bldg. 3, Suite 230
                          Menlo Park, California 94025
                                 (650) 843-5000

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



                                       1.

<PAGE>

<TABLE>

                                                 CALCULATION OF REGISTRATION FEE
================================================================================================================================
================================================================================================================================
<CAPTION>
                                                      Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price    Amount of Registration
      Be Registered             Registered               Share (1)                     (1)                       Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                     <C>                         <C>
Stock Options and
Common Stock                 1,804,810 shares          (See Notes to          $3,932,927.208              $1,093.3538
                                                       Calculation of
                                                      Registration Fee)
================================================================================================================================
================================================================================================================================
<FN>
(1)   Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c)
      promulgated  under the  Securities  Act of 1933,  as amended (the  "Securities  Act").  The  offering  price per share and
      aggregate offering price are based upon (a) the weighted average exercise price, for shares subject to outstanding options
      granted by Isonics Corporation (alternatively herein, the "Registrant",  or the "Company") under (i) the Registrant's 1996
      Stock  Option  Plan (the "1996  Option  Plan") and (ii) the  Registrant's  1996  Executives'  Equity  Incentive  Plan (the
      "Executives'  Equity Incentive Plan") and (iii) the Registrant's  1996 Equity Incentive Plan (the "Equity Incentive Plan")
      or (b) the average of the bid and asked prices of the Registrant's  Common Stock as quoted on the OTC Electronic  Bulletin
      Board for March 5, 1999, for shares reserved for future issuance  pursuant to (i) the Executives'  Equity  Incentive Plan,
      (ii) the Equity Incentive Plan, and (iii) the Registrant's  1998 Employee Stock Purchase Plan (the "Stock Purchase Plan").
      The chart below details the calculation of the registration fee.

(2)   Pursuant to Rule 416(a),  this Registration  Statement shall also cover any additional  shares of the Registrant's  Common
      Stock that  becomes  issuable  under the plans by reason of any stock  dividend,  stock split,  recapitalization  or other
      similar  transaction  effected  without  the  receipt of  consideration  that  increases  the  number of the  Registrant's
      outstanding shares of Common Stock.

                                             Number of         Offering Price          Aggregate
        Securities                           Shares            Per Share               Offering Price
        ----------                           ---------         --------------          --------------
        Shares issuable pursuant to          884,810                  $2.4686           $  2,184,241.966
        outstanding options under the
        1996 Stock Option Plan

        Shares issuable pursuant to          223,637                  $1.6306           $    364,662.4922
        outstanding options under the
        Executives' Equity Incentive
        Plan

        Shares reserved for future           346,363                  $2.0              $    692,726.000
        issuance pursuant to the
        Executives' Equity Incentive
        Plan

        Shares issuable pursuant to           77,500                  $1.8877           $    146,296.7500
        outstanding options under the
        Equity Incentive Plan

        Shares reserved for future            72,500                  $2.0              $    145,000.000
        issuance pursuant to the Equity
        Incentive Plan

        Shares reserved for future           200,000                  $2.0              $    400,000.000
        issuance pursuant to the Stock
        Purchase Plan

                                                               TOTAL:                   $  3,932,927.208
                                                                                        ================
 
                                                                                        ================
</FN>
</TABLE>


                                                               2.

<PAGE>

================================================================================

          Approximate  date of commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.





                                       3.

<PAGE>


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents  filed by Registrant  with the  Securities and
Exchange  Commission (the  "Commission") are incorporated by reference into this
Registration Statement:

         (a) The Company's latest annual report on Form 10-KSB filed pursuant to
Sections 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial  statements
for the Company's  latest fiscal year for which such statements have been filed,
or (2) the Company's  effective  Registration  Statement on Form 8-A filed under
the Exchange Act  containing  audited  financial  statements  for the  Company's
latest fiscal year.

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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  herein  and to be a part of this
Registration  Statement  from  the  date  of the  filing  of  such  reports  and
documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under  Section  317 of the  California  Corporations  Code the Company has broad
powers to indemnify  its  directors and officers  against  liabilities  they may
incur in such capacities,  including  liabilities  under the Securities Act. The
Company's  Bylaws  require the Company to indemnify  its directors and officers,
and permit the Company to  indemnify  its  employees  and other  agents,  to the
extent  permitted by  California  law. The Company is also  empowered  under its
Bylaws to enter into indemnification  agreements with its directors and officers
and to purchase insurance on behalf of any person it is required or permitted to
indemnify.  Pursuant to this  provision,  the Company has entered into indemnity
agreements  with each of its  directors  and  executive  officers.  The  Company
obtained  officer and  director  liability  insurance  with respect to potential
liabilities  which may arise out of certain matters,  including  matters arising
under the Securities Act.

In  addition,  the  Company's  Amended and  Restated  Articles of  Incorporation
provide that, to the fullest extent  permitted by California  law, the Company's
directors will not be liable for monetary damages.  The Company's Bylaws and the
indemnification agreements with its directors and executive officers require the
Company  to  indemnify  such  persons  against   expenses,   judgments,   fines,
settlements  and other amounts  actually and  reasonably  incurred in connection
with any proceeding,  whether actual or threatened, to which any such person may
be a party by reason of the fact that such person is or was an executive officer
or director of the Company or any of its  affiliated  enterprises.  No indemnity
will be available  if such  indemnification  is  unlawful,  or in respect of any
accounting  of  profits  made from the  purchase  or sale of  securities  of the
Registrant in violation of Section 16(b) of the Exchange Act.

                                       4.


<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


ITEM 8.  EXHIBITS.

   Exhibit     Description
   Number
     4.1(1)    Amended and Restated Articles of Incorporation of the Registrant
     4.2(1)    Bylaws of Registrant
     4.3(1)    Specimen Common Stock Certificate
     5.1       Opinion of Cooley Godward LLP
    23.1       Consent of Grant Thornton LLP
    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
                  Registration Statement
    24.1       Power of Attorney is contained on the signature page.
    99.1(1)    Registrant's 1996 Stock Option Plan
    99.2(1)    Registrant's 1996 Executives' Equity Incentive Plan
    99.3(1)    Registrant's 1996 Equity Incentive Plan
    99.4       1998 Employee Stock Purchase Plan

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

(1) Filed as an exhibit to Form SB-2 Registration Statement (No. 333-13289),  as
amended through the date hereof and incorporated herein by reference.


ITEM 9.  UNDERTAKINGS.

A.       The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

             (i) Include  any  prospectus  required  by section  10(a)(3) of the
Securities Act;

             (ii) 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule  424(b)  (ss.  230.424(b)  of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement.


                                       5.


<PAGE>

             (iii) 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  Exchange  Act  that  are
incorporated by reference herein.

         (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  herein,  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.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement  relating to the securities  offered herein, 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 e 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 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.


                                       6.
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Golden, County of Jefferson,  State of Colorado,
on the 11th day of March 1999.

                                   ISONICS CORPORATION

                                   By __________________________________________
                                          James E. Alexander
                                          President,  Chief Executive Officer
                                          and Chairman of the Board of Directors


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  James E.  Alexander  and Brantley J.
Halstead, and each or any one of them, his true and lawful  attorney-in-fact and
agent,  with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

<TABLE>
         Pursuant to the  requirements of the Securities Act of 1933, as amended
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

<CAPTION>
Signature                                            Title                                         Date

<S>                                                  <C>                                           <C> 
______________________________________________       President, Chief Executive Officer and        March 11, 1999
         James E. Alexander                          Chairman of the Board of Directors
                                                     (Principal Executive Officer)

______________________________________________       Chief Financial Officer                       March 11, 1999
         Brantley J. Halstead                        (Principal Financial and Accounting
                                                     Officer)

______________________________________________       Senior Vice President and Vice Chairman       March 11, 1999
         Boris Rubizhevsky                           of the Board of Directors


______________________________________________       Director                                      March 11, 1999
         Lindsay A. Gardner

______________________________________________       Director                                      March 11, 1999
         Richard L. Parker

</TABLE>

                                       7.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Golden, County of Jefferson,  State of Colorado,
on the 11th day of March 1999.


                                   ISONICS CORPORATION

                                   By /s/ James E. Alexander
                                      ------------------------------------------
                                          James E. Alexander
                                          President,  Chief Executive Officer
                                          and Chairman of the Board of Directors


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  James E.  Alexander  and Brantley J.
Halstead, and each or any one of them, his true and lawful  attorney-in-fact and
agent,  with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

<TABLE>
         Pursuant to the  requirements of the Securities Act of 1933, as amended
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

<CAPTION>
Signature                                            Title                                         Date


<S>                                                                                                        <C> 
         /s/ James E. Alexander                      President, Chief Executive Officer and        March 11, 1999
--------------------------------------------         Chairman of the Board of Directors
             James E. Alexander                      (Principal Executive Officer)

         /s/ Brantley J. Halstead                    Chief Financial Officer                       March 11, 1999
--------------------------------------------         (Principal Financial and Accounting
             Brantley J. Halstead                    Officer)

         /s/ Boris Rubizhevsky                       Senior Vice President and Vice Chairman       March 11, 1999
--------------------------------------------         of the Board of Directors
             Boris Rubizhevsky

         /s/ Lindsay A. Gardner                      Director                                      March 11, 1999
--------------------------------------------
             Lindsay A. Gardner

         /s/ Richard L. Parker                       Director                                      March 11, 1999
--------------------------------------------
             Richard L. Parker
</TABLE>
                                        8.


<PAGE>


                                  EXHIBIT INDEX


   Exhibit     Description
   Number
     4.1(1)    Amended and Restated Articles of Incorporation of the Registrant
     4.2(1)    Bylaws of Registrant
     4.3(1)    Specimen Common Stock Certificate
     5.1       Opinion of Cooley Godward LLP
    23.1       Consent of Grant Thornton LLP
    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
                  Registration Statement
    24.1       Power of Attorney is contained on the signature page.
    99.1(1)    Registrant's 1996 Stock Option Plan
    99.2(1)    Registrant's 1996 Executives' Equity Incentive Plan
    99.3(1)    Registrant's 1996 Equity Incentive Plan
    99.4       1998 Employee Stock Purchase Plan

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

(1) Filed as an exhibit to Form SB-2 Registration Statement (No. 333-13289),  as
amended through the date hereof and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25282}]
{"company-data": {"conformed-name": "ISONICS CORP", "cik": "0001023966", "assigned-sic": "2800", "irs-number": "770338561", "state-of-incorporation": "CA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74339", "film-number": "99564234"}, "business-address": {"street1": "20 GREAT OAKS BLVD", "street2": "SUITE 220", "city": "SAN JOSE", "state": "CA", "zip": "95119", "phone": "4082600155"}, "mail-address": {"street1": "20 GREAT OAKS BLVD", "street2": "SUITE 220", "city": "SAN JOSE", "state": "CA", "zip": "95119"}}
As filed with the Securities and Exchange Commission on March 12, 1999
                                                      Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                               Isonics Corporation
                               -------------------
             (Exact name of registrant as specified in its charter)

California                                                            77-0338561
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              5906 McIntyre Street
                             Golden, Colorado 80403
                                 (303) 279-7900

                   -------------------------------------------
          (Address and telephone number of principal executive offices)

                             1996 Stock Option Plan
                     1996 Executives' Equity Incentive Plan
                           1996 Equity Incentive Plan
                        1998 Employee Stock Purchase Plan

                   -------------------------------------------
                            (Full title of the plans)

                               James E. Alexander
                      President and Chief Executive Officer
                               Isonics Corporation
                              5906 McIntyre Street
                             Golden, Colorado 80403
                                 (303) 279-7900

                   -------------------------------------------
            (Name, address, including zip code, and telephone number,
                       including area code, of agent for
                                    service)

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

                                   Copies to:

                              Mark P. Tanoury, Esq.
                               COOLEY GODWARD LLP
                     3000 Sand Hill Road, Bldg. 3, Suite 230
                          Menlo Park, California 94025
                                 (650) 843-5000

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

                                       1.
CALCULATION OF REGISTRATION FEE
================================================================================================================================
================================================================================================================================
Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price    Amount of Registration
      Be Registered             Registered               Share (1)                     (1)                       Fee
--------------------------------------------------------------------------------------------------------------------------------
Stock Options and
Common Stock                 1,804,810 shares          (See Notes to          $3,932,927.208              $1,093.3538
                                                       Calculation of
                                                      Registration Fee)
================================================================================================================================
================================================================================================================================
(1)   Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c)
      promulgated  under the  Securities  Act of 1933,  as amended (the  "Securities  Act").  The  offering  price per share and
      aggregate offering price are based upon (a) the weighted average exercise price, for shares subject to outstanding options
      granted by Isonics Corporation (alternatively herein, the "Registrant",  or the "Company") under (i) the Registrant's 1996
      Stock  Option  Plan (the "1996  Option  Plan") and (ii) the  Registrant's  1996  Executives'  Equity  Incentive  Plan (the
      "Executives'  Equity Incentive Plan") and (iii) the Registrant's  1996 Equity Incentive Plan (the "Equity Incentive Plan")
      or (b) the average of the bid and asked prices of the Registrant's  Common Stock as quoted on the OTC Electronic  Bulletin
      Board for March 5, 1999, for shares reserved for future issuance  pursuant to (i) the Executives'  Equity  Incentive Plan,
      (ii) the Equity Incentive Plan, and (iii) the Registrant's  1998 Employee Stock Purchase Plan (the "Stock Purchase Plan").
      The chart below details the calculation of the registration fee.

(2)   Pursuant to Rule 416(a),  this Registration  Statement shall also cover any additional  shares of the Registrant's  Common
      Stock that  becomes  issuable  under the plans by reason of any stock  dividend,  stock split,  recapitalization  or other
      similar  transaction  effected  without  the  receipt of  consideration  that  increases  the  number of the  Registrant's
      outstanding shares of Common Stock.

                                             Number of         Offering Price          Aggregate
        Securities                           Shares            Per Share               Offering Price
        ----------                           ---------         --------------          --------------
        Shares issuable pursuant to          884,810                  $2.4686           $  2,184,241.966
        outstanding options under the
        1996 Stock Option Plan

        Shares issuable pursuant to          223,637                  $1.6306           $    364,662.4922
        outstanding options under the
        Executives' Equity Incentive
        Plan

        Shares reserved for future           346,363                  $2.0              $    692,726.000
        issuance pursuant to the
        Executives' Equity Incentive
        Plan

        Shares issuable pursuant to           77,500                  $1.8877           $    146,296.7500
        outstanding options under the
        Equity Incentive Plan

        Shares reserved for future            72,500                  $2.0              $    145,000.000
        issuance pursuant to the Equity
        Incentive Plan

        Shares reserved for future           200,000                  $2.0              $    400,000.000
        issuance pursuant to the Stock
        Purchase Plan

                                                               TOTAL:                   $  3,932,927.208
                                                                                        ================
 
                                                                                        ================
2.
================================================================================

          Approximate  date of commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.

                                       3.
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents  filed by Registrant  with the  Securities and
Exchange  Commission (the  "Commission") are incorporated by reference into this
Registration Statement:

         (a) The Company's latest annual report on Form 10-KSB filed pursuant to
Sections 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial  statements
for the Company's  latest fiscal year for which such statements have been filed,
or (2) the Company's  effective  Registration  Statement on Form 8-A filed under
the Exchange Act  containing  audited  financial  statements  for the  Company's
latest fiscal year.

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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  herein  and to be a part of this
Registration  Statement  from  the  date  of the  filing  of  such  reports  and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under  Section  317 of the  California  Corporations  Code the Company has broad
powers to indemnify  its  directors and officers  against  liabilities  they may
incur in such capacities,  including  liabilities  under the Securities Act. The
Company's  Bylaws  require the Company to indemnify  its directors and officers,
and permit the Company to  indemnify  its  employees  and other  agents,  to the
extent  permitted by  California  law. The Company is also  empowered  under its
Bylaws to enter into indemnification  agreements with its directors and officers
and to purchase insurance on behalf of any person it is required or permitted to
indemnify.  Pursuant to this  provision,  the Company has entered into indemnity
agreements  with each of its  directors  and  executive  officers.  The  Company
obtained  officer and  director  liability  insurance  with respect to potential
liabilities  which may arise out of certain matters,  including  matters arising
under the Securities Act.

In  addition,  the  Company's  Amended and  Restated  Articles of  Incorporation
provide that, to the fullest extent  permitted by California  law, the Company's
directors will not be liable for monetary damages.  The Company's Bylaws and the
indemnification agreements with its directors and executive officers require the
Company  to  indemnify  such  persons  against   expenses,   judgments,   fines,
settlements  and other amounts  actually and  reasonably  incurred in connection
with any proceeding,  whether actual or threatened, to which any such person may
be a party by reason of the fact that such person is or was an executive officer
or director of the Company or any of its  affiliated  enterprises.  No indemnity
will be available  if such  indemnification  is  unlawful,  or in respect of any
accounting  of  profits  made from the  purchase  or sale of  securities  of the
Registrant in violation of Section 16(b) of the Exchange Act.

                                       4.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

   Exhibit     Description
   Number
     4.1(1)    Amended and Restated Articles of Incorporation of the Registrant
     4.2(1)    Bylaws of Registrant
     4.3(1)    Specimen Common Stock Certificate
     5.1       Opinion of Cooley Godward LLP
    23.1       Consent of Grant Thornton LLP
    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
                  Registration Statement
    24.1       Power of Attorney is contained on the signature page.
    99.1(1)    Registrant's 1996 Stock Option Plan
    99.2(1)    Registrant's 1996 Executives' Equity Incentive Plan
    99.3(1)    Registrant's 1996 Equity Incentive Plan
    99.4       1998 Employee Stock Purchase Plan

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

(1) Filed as an exhibit to Form SB-2 Registration Statement (No. 333-13289),  as
amended through the date hereof and incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

A.       The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

             (i) Include  any  prospectus  required  by section  10(a)(3) of the
Securities Act;

             (ii) 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule  424(b)  (ss.  230.424(b)  of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement.

                                       5.
(iii) 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  Exchange  Act  that  are
incorporated by reference herein.

         (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  herein,  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.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement  relating to the securities  offered herein, 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 e 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 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.

                                       6.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Golden, County of Jefferson,  State of Colorado,
on the 11th day of March 1999.

                                   ISONICS CORPORATION

                                   By __________________________________________
                                          James E. Alexander
                                          President,  Chief Executive Officer
                                          and Chairman of the Board of Directors

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  James E.  Alexander  and Brantley J.
Halstead, and each or any one of them, his true and lawful  attorney-in-fact and
agent,  with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act of 1933, as amended
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                            Title                                         Date
______________________________________________       President, Chief Executive Officer and        March 11, 1999
         James E. Alexander                          Chairman of the Board of Directors
                                                     (Principal Executive Officer)

______________________________________________       Chief Financial Officer                       March 11, 1999
         Brantley J. Halstead                        (Principal Financial and Accounting
                                                     Officer)

______________________________________________       Senior Vice President and Vice Chairman       March 11, 1999
         Boris Rubizhevsky                           of the Board of Directors

______________________________________________       Director                                      March 11, 1999
         Lindsay A. Gardner

______________________________________________       Director                                      March 11, 1999
         Richard L. Parker
7.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Golden, County of Jefferson,  State of Colorado,
on the 11th day of March 1999.

                                   ISONICS CORPORATION

                                   By /s/ James E. Alexander
                                      ------------------------------------------
                                          James E. Alexander
                                          President,  Chief Executive Officer
                                          and Chairman of the Board of Directors

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  James E.  Alexander  and Brantley J.
Halstead, and each or any one of them, his true and lawful  attorney-in-fact and
agent,  with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act of 1933, as amended
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                            Title                                         Date
/s/ James E. Alexander                      President, Chief Executive Officer and        March 11, 1999
--------------------------------------------         Chairman of the Board of Directors
             James E. Alexander                      (Principal Executive Officer)

         /s/ Brantley J. Halstead                    Chief Financial Officer                       March 11, 1999
--------------------------------------------         (Principal Financial and Accounting
             Brantley J. Halstead                    Officer)

         /s/ Boris Rubizhevsky                       Senior Vice President and Vice Chairman       March 11, 1999
--------------------------------------------         of the Board of Directors
             Boris Rubizhevsky

         /s/ Lindsay A. Gardner                      Director                                      March 11, 1999
--------------------------------------------
             Lindsay A. Gardner

         /s/ Richard L. Parker                       Director                                      March 11, 1999
--------------------------------------------
             Richard L. Parker
8.
EXHIBIT INDEX

   Exhibit     Description
   Number
     4.1(1)    Amended and Restated Articles of Incorporation of the Registrant
     4.2(1)    Bylaws of Registrant
     4.3(1)    Specimen Common Stock Certificate
     5.1       Opinion of Cooley Godward LLP
    23.1       Consent of Grant Thornton LLP
    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
                  Registration Statement
    24.1       Power of Attorney is contained on the signature page.
    99.1(1)    Registrant's 1996 Stock Option Plan
    99.2(1)    Registrant's 1996 Executives' Equity Incentive Plan
    99.3(1)    Registrant's 1996 Equity Incentive Plan
    99.4       1998 Employee Stock Purchase Plan

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

(1) Filed as an exhibit to Form SB-2 Registration Statement (No. 333-13289),  as
amended through the date hereof and incorporated herein by reference.