As filed with the Securities and Exchange Commission on March 31, 2003

                                            Registration No. 333-_______________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       Mid Atlantic Medical Services, Inc.
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                           52-1481661
-------------------------------                                 ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                  4 Taft Court
                            Rockville, Maryland 20850
                            -------------------------
               (Address of principal executive offices) (zip code)

                      2003 Non-Qualified Stock Option Plan
                      ------------------------------------
                              (Full title of plan)

                                Sharon C. Pavlos
                       Mid Atlantic Medical Services, Inc.
                                  4 Taft Court
                            Rockville, Maryland 20850
                            -------------------------
                     (Name and address of agent for service)

                                 (301) 251-4075
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Alissa A. Parisi, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                                  Second Floor
                           Washington, D.C. 20036-1800


<PAGE>


                         CALCULATION OF REGISTRATION FEE


                                      Proposed       Proposed
Title of                              maximum        maximum
securities        Amount              offering       aggregate       Amount of
to be             to be               price per      offering      registration
registered        registered          share(1)       price(1)          fee
----------        ----------          ---------      ---------     ------------
Options (2)       2,000,000

Common Stock,
par value $0.01
per share         2,000,000 shares      $39.23         $78,460,000     $6,347.41




(1)   Inserted  solely  for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h). The fee is calculated on the basis of the average
      of the  high  and low  sales  prices  for the  Registrant's  Common  Stock
      reported  on The New York  Stock  Exchange,  Inc.  consolidated  reporting
      system on March 25, 2003.

(2)   The  options  to be  registered  hereunder  are to be  distributed  by the
      Registrant  for no value.  Accordingly,  no separate  registration  fee is
      required.

                                     - 2 -
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents  filed by Mid Atlantic  Medical  Services,  Inc.
("Company") are incorporated by reference into this Registration Statement:

            (a)   The  Company's  Annual Report on Form 10-K for the fiscal year
      ended  December  31, 2002 filed  pursuant to Section 13 of the  Securities
      Exchange Act of 1934, as amended ("Exchange Act");

            (b)   All other  reports  filed by the  Company  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 Company's common stock contained in the
      Registration Statement filed September 12, 1994 Form 8-A (Registration No.
      1-13340).

      All documents  subsequently  filed by the Company with the  Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the 2003  Non-Qualified  Stock  Option Plan
("Plan") that meets the  requirements  of Section 10(a) of the Securities Act of
1933, as amended ("Securities Act").

ITEM 4.    DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

                                     - 3 -

<PAGE>

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under the Delaware General  Corporation Law and the Company's  Certificate
of Incorporation and its By-Laws, the Company has broad power to indemnify,  and
under certain circumstances is required to indemnify, its directors and officers
against  liabilities  that they may incur while serving as directors or officers
of the Company,  including liabilities arising under the Securities Act. Insofar
as  indemnification  for  liabilities  arising under the  Securities  Act may be
permitted  pursuant to the foregoing  provisions,  the Company has been informed
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. The Company
also  maintains an insurance  policy for  directors  and officers  insuring them
against  certain  liabilities  incurred  by them in the  performances  of  their
duties, including liabilities under the Securities Act.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.    EXHIBITS.

      The following are filed herewith as part of this Registration Statement:

Exhibit No.      Description
-----------      -----------

5.1              Opinion of Kirkpatrick & Lockhart LLP as to the legality of the
                 securities being registered

23.1             Consent of Ernst & Young LLP, Independent Auditors

23.2             The  consent of  Kirkpatrick  & Lockhart  LLP to the use of its
                 opinion  as  an  exhibit  to  this  Registration  Statement  is
                 included in its opinion filed herewith as Exhibit 5.1

24               Power of Attorney (see page 7)


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:

                                     - 4 -
<PAGE>

                 (i)    To include any prospectus  required by Section  10(a)(3)
            of the Securities Act of 1933;

                (ii)    To reflect in the prospectus any facts or events arising
            after the effective date of the Registration  Statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the Registration Statement.  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) 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;

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

      provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and  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 in the Registration Statement.

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

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

      (b)   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 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.

      (h)   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


                                     - 5 -
<PAGE>

registrant has been advised that in the opinion of the SEC 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, 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  Rockville,  State of Maryland,  on this 12th day of
February, 2003.

                                    MID ATLANTIC MEDICAL SERVICES, INC.


                                    By:   /s/ Thomas P. Barbera
                                          ------------------------------
                                          Thomas P. Barbera,
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Thomas P. Barbera,  Mark D. Groban, M.D.,
Robert E. Foss or Sharon C. Pavlos his or her  attorney-in-fact,  with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

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

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

/s/ Thomas P. Barbera                   Director, President and    February 12,
------------------------------------    Chief Executive Officer    2003
Thomas P. Barbera                       (Principal Executive
                                        Officer)



/s/ Francis C. Bruno                    Director                   February 12,
------------------------------------                               2003
Francis C. Bruno, M.D.


                                     - 7 -
<PAGE>

/s/ Raymond H. Cypess                   Director                   February 12,
------------------------------------                               2003
Raymond H. Cypess, D.V.M., Ph.D.


/s/ Robert E. Foss                      Director, Senior           February 12,
------------------------------------    Executive Vice President   2003
Robert E. Foss                          and Chief Financial
                                        Officer (Principal
                                        Financial Officer)

/s/ Mark D. Groban                      Director and Chairman of   February 12,
------------------------------------    the Board                  2003
Mark D. Groban, M.D.


/s/ John P. Mamana                      Director                   February 12,
------------------------------------                               2003
John P. Mamana, M.D.


/s/ Edward J. Muhl                      Director                   February 12,
------------------------------------                               2003
Edward J. Muhl


/s/ Howard M. Arnold                    Director                   February 12,
------------------------------------                               2003
Howard M. Arnold


/s/ Christopher E. Mackail              Senior Vice President      February 12,
------------------------------------    and Controller             2003
Christopher E. Mackail                  (Principal Accounting
                                        Officer)


/s/ Janet L. Norwood                    Director                   February 12,
------------------------------------                               2003
Janet L. Norwood


/s/ John A. Paganelli                   Director                   February 12,
------------------------------------                               2003
John A. Paganelli

                                     - 8 -
<PAGE>


/s/ Ivan R. Sabel                       Director                   February 12,
------------------------------------                               2003
Ivan R. Sabel


/s/ James A. Wild                       Director                   February 12,
------------------------------------                               2003
James A. Wild


/s/ John W. Dillon                      Director                   February 12,
------------------------------------                               2003
John W. Dillon


                                     - 9 -
<PAGE>

                                  EXHIBIT INDEX

      The  following  exhibits are filed  herewith as part of this  Registration
Statement:

Exhibit No.          Description
-----------          -----------

5.1                  Opinion of  Kirkpatrick  & Lockhart  LLP as to
                     the   legality   of   the   securities   being
                     registered

23.1                 Consent  of  Ernst  & Young  LLP,  Independent
                     Auditors

23.2                 The consent of  Kirkpatrick  & Lockhart LLP to
                     the use of its  opinion  as an exhibit to this
                     Registration  Statement  is  included  in  its
                     opinion filed herewith as
                     Exhibit 5.1

24                   Power of Attorney (see page 7)

                                     - 10 -
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 17816}]
{"company-data": {"conformed-name": "MID ATLANTIC MEDICAL SERVICES INC", "cik": "0000805037", "assigned-sic": "6324", "irs-number": "521481661", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104143", "film-number": "03627788"}, "business-address": {"street1": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012945140"}, "mail-address": {"street1": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
As filed with the Securities and Exchange Commission on March 31, 2003

                                            Registration No. 333-_______________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       Mid Atlantic Medical Services, Inc.
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                           52-1481661
-------------------------------                                 ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                  4 Taft Court
                            Rockville, Maryland 20850
                            -------------------------
               (Address of principal executive offices) (zip code)

                      2003 Non-Qualified Stock Option Plan
                      ------------------------------------
                              (Full title of plan)

                                Sharon C. Pavlos
                       Mid Atlantic Medical Services, Inc.
                                  4 Taft Court
                            Rockville, Maryland 20850
                            -------------------------
                     (Name and address of agent for service)

                                 (301) 251-4075
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Alissa A. Parisi, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                                  Second Floor
                           Washington, D.C. 20036-1800
CALCULATION OF REGISTRATION FEE

                                      Proposed       Proposed
Title of                              maximum        maximum
securities        Amount              offering       aggregate       Amount of
to be             to be               price per      offering      registration
registered        registered          share(1)       price(1)          fee
----------        ----------          ---------      ---------     ------------
Options (2)       2,000,000

Common Stock,
par value $0.01
per share         2,000,000 shares      $39.23         $78,460,000     $6,347.41

(1)   Inserted  solely  for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h). The fee is calculated on the basis of the average
      of the  high  and low  sales  prices  for the  Registrant's  Common  Stock
      reported  on The New York  Stock  Exchange,  Inc.  consolidated  reporting
      system on March 25, 2003.

(2)   The  options  to be  registered  hereunder  are to be  distributed  by the
      Registrant  for no value.  Accordingly,  no separate  registration  fee is
      required.

                                     - 2 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents  filed by Mid Atlantic  Medical  Services,  Inc.
("Company") are incorporated by reference into this Registration Statement:

            (a)   The  Company's  Annual Report on Form 10-K for the fiscal year
      ended  December  31, 2002 filed  pursuant to Section 13 of the  Securities
      Exchange Act of 1934, as amended ("Exchange Act");

            (b)   All other  reports  filed by the  Company  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 Company's common stock contained in the
      Registration Statement filed September 12, 1994 Form 8-A (Registration No.
      1-13340).

      All documents  subsequently  filed by the Company with the  Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the 2003  Non-Qualified  Stock  Option Plan
("Plan") that meets the  requirements  of Section 10(a) of the Securities Act of
1933, as amended ("Securities Act").

ITEM 4.    DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

                                     - 3 -
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under the Delaware General  Corporation Law and the Company's  Certificate
of Incorporation and its By-Laws, the Company has broad power to indemnify,  and
under certain circumstances is required to indemnify, its directors and officers
against  liabilities  that they may incur while serving as directors or officers
of the Company,  including liabilities arising under the Securities Act. Insofar
as  indemnification  for  liabilities  arising under the  Securities  Act may be
permitted  pursuant to the foregoing  provisions,  the Company has been informed
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. The Company
also  maintains an insurance  policy for  directors  and officers  insuring them
against  certain  liabilities  incurred  by them in the  performances  of  their
duties, including liabilities under the Securities Act.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.    EXHIBITS.

      The following are filed herewith as part of this Registration Statement:

Exhibit No.      Description
-----------      -----------

5.1              Opinion of Kirkpatrick & Lockhart LLP as to the legality of the
                 securities being registered

23.1             Consent of Ernst & Young LLP, Independent Auditors

23.2             The  consent of  Kirkpatrick  & Lockhart  LLP to the use of its
                 opinion  as  an  exhibit  to  this  Registration  Statement  is
                 included in its opinion filed herewith as Exhibit 5.1

24               Power of Attorney (see page 7)

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:

                                     - 4 -
(i)    To include any prospectus  required by Section  10(a)(3)
            of the Securities Act of 1933;

                (ii)    To reflect in the prospectus any facts or events arising
            after the effective date of the Registration  Statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the Registration Statement.  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) 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;

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

      provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and  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 in the Registration Statement.

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

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

      (b)   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 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.

      (h)   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

                                     - 5 -
registrant has been advised that in the opinion of the SEC 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, 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  Rockville,  State of Maryland,  on this 12th day of
February, 2003.

                                    MID ATLANTIC MEDICAL SERVICES, INC.

                                    By:   /s/ Thomas P. Barbera
                                          ------------------------------
                                          Thomas P. Barbera,
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Thomas P. Barbera,  Mark D. Groban, M.D.,
Robert E. Foss or Sharon C. Pavlos his or her  attorney-in-fact,  with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

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

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

/s/ Thomas P. Barbera                   Director, President and    February 12,
------------------------------------    Chief Executive Officer    2003
Thomas P. Barbera                       (Principal Executive
                                        Officer)

/s/ Francis C. Bruno                    Director                   February 12,
------------------------------------                               2003
Francis C. Bruno, M.D.

                                     - 7 -
/s/ Raymond H. Cypess                   Director                   February 12,
------------------------------------                               2003
Raymond H. Cypess, D.V.M., Ph.D.

/s/ Robert E. Foss                      Director, Senior           February 12,
------------------------------------    Executive Vice President   2003
Robert E. Foss                          and Chief Financial
                                        Officer (Principal
                                        Financial Officer)

/s/ Mark D. Groban                      Director and Chairman of   February 12,
------------------------------------    the Board                  2003
Mark D. Groban, M.D.

/s/ John P. Mamana                      Director                   February 12,
------------------------------------                               2003
John P. Mamana, M.D.

/s/ Edward J. Muhl                      Director                   February 12,
------------------------------------                               2003
Edward J. Muhl

/s/ Howard M. Arnold                    Director                   February 12,
------------------------------------                               2003
Howard M. Arnold

/s/ Christopher E. Mackail              Senior Vice President      February 12,
------------------------------------    and Controller             2003
Christopher E. Mackail                  (Principal Accounting
                                        Officer)

/s/ Janet L. Norwood                    Director                   February 12,
------------------------------------                               2003
Janet L. Norwood

/s/ John A. Paganelli                   Director                   February 12,
------------------------------------                               2003
John A. Paganelli

                                     - 8 -
/s/ Ivan R. Sabel                       Director                   February 12,
------------------------------------                               2003
Ivan R. Sabel

/s/ James A. Wild                       Director                   February 12,
------------------------------------                               2003
James A. Wild

/s/ John W. Dillon                      Director                   February 12,
------------------------------------                               2003
John W. Dillon

                                     - 9 -
EXHIBIT INDEX

      The  following  exhibits are filed  herewith as part of this  Registration
Statement:

Exhibit No.          Description
-----------          -----------

5.1                  Opinion of  Kirkpatrick  & Lockhart  LLP as to
                     the   legality   of   the   securities   being
                     registered

23.1                 Consent  of  Ernst  & Young  LLP,  Independent
                     Auditors

23.2                 The consent of  Kirkpatrick  & Lockhart LLP to
                     the use of its  opinion  as an exhibit to this
                     Registration  Statement  is  included  in  its
                     opinion filed herewith as
                     Exhibit 5.1

24                   Power of Attorney (see page 7)

                                     - 10 -