As filed with the Securities and Exchange Commission on
September 27, 1994. 
                            Registration No. 33-____________
                                                             
===================================================================
                                                             
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     ___________________

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

                      Wyle Laboratories
   (Exact name of registrant as specified in its charter)
                     ___________________

       California                          95-1779998
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

      15370 Barranca Parkway, Irvine, California 92619
          (Address of principal executive offices)

  WYLE LABORATORIES 1993 ELIGIBLE DIRECTORS' STOCK OPTION PLAN
                     (Full title of the plan)

                     Stephen D. Natcher
       Vice President - Administration, General Counsel
                      and Secretary
      15370 Barranca Parkway, Irvine, California 92619
           (Name and address of agent for service)
                     ___________________

             Telephone number, including area code,
             of agent for service:  (714) 453-4312
                     ___________________

              CALCULATION  OF REGISTRATION  FEE
                                                             
                                                             
[CAPTION]
<TABLE>
       

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

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

                               Proposed    Proposed
Title of                       maximum     maximum
securities     Amount          offering    aggregate         Amount of
to be          to be           price       offering          registration
registered     registered      per unit    price             fee
- --------------------------------------------------------------------------
Common Stock,  125,000(1),(2)  $18.4375(3)  $2,304,687.50(3) $794.72(3)
without par    shares
value
                                                             
- --------------------------------------------------------------------------
(1)  This Registration Statement covers, in addition to the number 
     of shares of Common Stock stated above, options to purchase 
     the shares of Common Stock covered by the Prospectus and, 
     pursuant to Rule 416, an additional indeterminate number of 
     shares which by reason of certain events specified in the Plan
     may become subject to the Plan.

(2)  Each share is accompanied by a preferred share purchase right 
     pursuant to the Registrant's Rights Agreement, dated 
     September 28, 1989, with Bank of America NT & SA, as 
     Rights Agent.

(3)  Pursuant to Rule 457(h), the maximum offering price, per 
     share and in the aggregate, and the registration fee were 
     calculated based upon the average of the high and
     low prices of the Common Stock on September 22, 1994, as
     reported on the New York Stock Exchange and published in
     The Western Edition of the Wall Street Journal. 

     The Exhibit Index for this Registration Statement is at
page 9.
                                                             
=====================================================================
</TABLE>


<PAGE>

                           PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS


       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Act").  Such documents need not be filed with the
Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Act.  These documents,
which include the statement of availability required by Item
2 of Form S-8, and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Act.


<PAGE>




                           PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The following documents of Wyle Laboratories (the
"Company") filed with the Securities and Exchange Commission
are incorporated herein by reference: 

     (a)    Annual Report on Form 10-K for the Company's fiscal
            year ended December 31, 1993;

     (b)    Quarterly Reports on Form 10-Q for the Company's
            quarterly periods ended March 31, 1994 and June 30,
            1994; and

     (c)    The description of the Company's Common Stock
            contained in its Registration Statement on Form 8-A
            filed on October 27, 1989, and any amendment or report
            filed for the purpose of updating such description.

            All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.


ITEM 4.     DESCRIPTION OF SECURITIES

            The Company's Common Stock, without par value, (the
"Common Stock") is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted. 


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

            The validity of the original issuance of the Common
Stock registered hereby is passed on for the Company by
Stephen Natcher, Vice President - Administration, General
Counsel and Secretary of the Company.  Mr. Natcher is
compensated by the Company and is the holder of options to
acquire shares of Common Stock.


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The Company's Articles of Incorporation contain a
provision which eliminates the liability of directors for
monetary damages to the fullest extent permissible under
California law.  The General Corporation Law of California
(the "Law") (i) authorizes the elimination of liability of
directors for monetary damages in an action brought by a
shareholder in the right of the Company (referred to herein as
a "derivative action") or by the Company for breach of a
director's duties to the Company and its shareholders and
(ii) authorizes the Company to indemnify directors and
officers for monetary damages for all acts or omissions
committed by them in their respective capacities; provided,
however, that liability is not limited nor may indemnification
be provided for (a) acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, (b) for
acts or omissions that a director or officer believes to be
contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) for
any transaction from which a director or officer derives an
improper personal benefit, (d) for acts or omissions that show
a reckless disregard for the director's or officer's duty to
the Company or its shareholders in circumstances in which such
person was aware, or should have been aware, in the ordinary
course of performing his duties, of a risk of serious injury
to the Company or its shareholders, (e) for acts or omissions
that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's or officer's duty
to the Company or its shareholders, and (f) for liabilities
arising under Section 310 (contracts in which a director has
a material financial interest) and 316 (certain unlawful
dividends, distributions, loans and guarantees) of the Law. 
In addition, the Company may not indemnify directors and
officers in circumstances in which indemnification is
expressly prohibited by Section 317 of the Law.  

            The Bylaws of the Company provide that the Company has
the power to indemnify directors and officers to the fullest
extent permitted under California law and the Company's
Articles of Incorporation.  The Company has entered into
indemnification agreements with its directors and officers
which require that the Company indemnify such directors and
officers in all cases to the fullest extent permitted by
applicable provisions of the Law. The Company also maintains
a directors' and officers' liability insurance policy insuring
directors and officers of the Company for covered losses as
defined in the policy.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable. 


ITEM 8.     EXHIBITS

            See the attached Exhibit Index.


ITEM 9.     UNDERTAKINGS

           (a)    The undersigned registrant hereby undertakes: 

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

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

                        (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; and

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

           Provided, however, that paragraphs (a)(1)(i)
     and (a)(1)(ii) do not apply if the information required
     to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934, as amended (the
     "Exchange Act") that are incorporated by reference in the
     Registration Statement;

            (2)     That, for the purpose of determining 
     any liability under the 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; and

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

     (b)     The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the 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 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 provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act 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. 


<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 Irvine, State of
California, on September 1, 1994.

  

                          By:  /s/ Charles M. Clough     
                             -----------------------
                               Charles M. Clough

                          Its: Chairman of the Board and 
                               Chief Executive Officer
                          


                      POWER OF ATTORNEY

          Each person whose signature appears below
constitutes and appoints Stephen D. Natcher, his true and
lawful attorney-in-fact and agent, with full powers 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 attorney-in-fact and agent, each acting
alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

<TABLE>

  <S>                    <C>                                  <C>
  SIGNATURE                         TITLE                            DATE


/s/ Charles M. Clough    Chairman of the Board of Directors   September 1, 1994
- ---------------------    and Chief Executive Officer
Charles M. Clough        (Principal Executive Officer)


/s/ Ralph L. Ozorkiewicz President, Chief Operating Officer   September 1, 1994
- ------------------------ and Director
Ralph L. Ozorkiewicz


/s/ R. Van Ness Holland, Jr.  Executive Vice-President -      September 1, 1994
- ----------------------------  Finance, Treasurer and
R. Van Ness Holland, Jr.      Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)


/s/ John B. Farrell           Director                        September 1, 1994
- --------------------------
John B. Farrell


/s/ Theodore M. Freedman      Director                        September 1, 1994
- --------------------------
Theodore M. Freedman


/s/ John R. Herring           Director                        September 1, 1994
- --------------------------
John R. Herring


/s/ Jack S. Kilby             Director                        September 1, 1994
- --------------------------
Jack S. Kilby


/s/ Edward Sanders            Director*                       September 1, 1994
- --------------------------
Edward Sanders


/s/ Stanley A. Wainer         Director*                       September 1, 1994
- --------------------------
Stanley A. Wainer 


/s/ Frank S. Wyle             Director*                       September 1, 1994
- --------------------------
Frank S. Wyle


/s/ F. Stephen Wyle           Director                        September 1, 1994
- --------------------------
F. Stephen Wyle


</TABLE>

___________________________________________
*Member of Executive Compensation Committee


<PAGE>

                        EXHIBIT INDEX


Exhibit                                             Sequentially
Number            Description                       Numbered Page

4.        Wyle Laboratories 1993 Eligible
          Directors' Stock Option Plan
          (together with form of Non-Qualified
          Stock Option Agreement attached
          thereto as Exhibit A).

5.       Opinion of Company Counsel (opinion re 
         legality).

23.1     Consent of Independent Accountants.

23.2     Consent of Company Counsel (included
         in Exhibit 5).

24.      Power of Attorney (included in this 
         Registration Statement under "Signatures").
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18517}]
{"company-data": {"conformed-name": "WYLE LABORATORIES", "cik": "0000108683", "assigned-sic": "5065", "irs-number": "951779998", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55637", "film-number": "94550503"}, "business-address": {"street1": "15370 BARRANCA PKWY", "city": "IRVINE", "state": "CA", "zip": "92718-2215", "phone": "7147539953"}, "mail-address": {"street1": "15370 BARRANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92718-2215"}, "former-company": {"former-conformed-name": "WAINER STANLEY A", "date-changed": "19671101"}}
As filed with the Securities and Exchange Commission on
September 27, 1994. 
                            Registration No. 33-____________
                                                             
===================================================================
                                                             
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     ___________________

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

                      Wyle Laboratories
   (Exact name of registrant as specified in its charter)
                     ___________________

       California                          95-1779998
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

      15370 Barranca Parkway, Irvine, California 92619
          (Address of principal executive offices)

  WYLE LABORATORIES 1993 ELIGIBLE DIRECTORS' STOCK OPTION PLAN
                     (Full title of the plan)

                     Stephen D. Natcher
       Vice President - Administration, General Counsel
                      and Secretary
      15370 Barranca Parkway, Irvine, California 92619
           (Name and address of agent for service)
                     ___________________

             Telephone number, including area code,
             of agent for service:  (714) 453-4312
                     ___________________

              CALCULATION  OF REGISTRATION  FEE
                                                             
                                                             
[CAPTION]

       

- --------------------------------------------------------------------------
Proposed    Proposed
Title of                       maximum     maximum
securities     Amount          offering    aggregate         Amount of
to be          to be           price       offering          registration
registered     registered      per unit    price             fee
- --------------------------------------------------------------------------
Common Stock,  125,000(1),(2)  $18.4375(3)  $2,304,687.50(3) $794.72(3)
without par    shares
value
                                                             
- --------------------------------------------------------------------------
(1)  This Registration Statement covers, in addition to the number 
     of shares of Common Stock stated above, options to purchase 
     the shares of Common Stock covered by the Prospectus and, 
     pursuant to Rule 416, an additional indeterminate number of 
     shares which by reason of certain events specified in the Plan
     may become subject to the Plan.

(2)  Each share is accompanied by a preferred share purchase right 
     pursuant to the Registrant's Rights Agreement, dated 
     September 28, 1989, with Bank of America NT & SA, as 
     Rights Agent.

(3)  Pursuant to Rule 457(h), the maximum offering price, per 
     share and in the aggregate, and the registration fee were 
     calculated based upon the average of the high and
     low prices of the Common Stock on September 22, 1994, as
     reported on the New York Stock Exchange and published in
     The Western Edition of the Wall Street Journal. 

     The Exhibit Index for this Registration Statement is at
page 9.
                                                             
=====================================================================
PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS

       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Act").  Such documents need not be filed with the
Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Act.  These documents,
which include the statement of availability required by Item
2 of Form S-8, and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Act.
PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The following documents of Wyle Laboratories (the
"Company") filed with the Securities and Exchange Commission
are incorporated herein by reference: 

     (a)    Annual Report on Form 10-K for the Company's fiscal
            year ended December 31, 1993;

     (b)    Quarterly Reports on Form 10-Q for the Company's
            quarterly periods ended March 31, 1994 and June 30,
            1994; and

     (c)    The description of the Company's Common Stock
            contained in its Registration Statement on Form 8-A
            filed on October 27, 1989, and any amendment or report
            filed for the purpose of updating such description.

            All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

            The Company's Common Stock, without par value, (the
"Common Stock") is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted. 

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

            The validity of the original issuance of the Common
Stock registered hereby is passed on for the Company by
Stephen Natcher, Vice President - Administration, General
Counsel and Secretary of the Company.  Mr. Natcher is
compensated by the Company and is the holder of options to
acquire shares of Common Stock.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The Company's Articles of Incorporation contain a
provision which eliminates the liability of directors for
monetary damages to the fullest extent permissible under
California law.  The General Corporation Law of California
(the "Law") (i) authorizes the elimination of liability of
directors for monetary damages in an action brought by a
shareholder in the right of the Company (referred to herein as
a "derivative action") or by the Company for breach of a
director's duties to the Company and its shareholders and
(ii) authorizes the Company to indemnify directors and
officers for monetary damages for all acts or omissions
committed by them in their respective capacities; provided,
however, that liability is not limited nor may indemnification
be provided for (a) acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, (b) for
acts or omissions that a director or officer believes to be
contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) for
any transaction from which a director or officer derives an
improper personal benefit, (d) for acts or omissions that show
a reckless disregard for the director's or officer's duty to
the Company or its shareholders in circumstances in which such
person was aware, or should have been aware, in the ordinary
course of performing his duties, of a risk of serious injury
to the Company or its shareholders, (e) for acts or omissions
that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's or officer's duty
to the Company or its shareholders, and (f) for liabilities
arising under Section 310 (contracts in which a director has
a material financial interest) and 316 (certain unlawful
dividends, distributions, loans and guarantees) of the Law. 
In addition, the Company may not indemnify directors and
officers in circumstances in which indemnification is
expressly prohibited by Section 317 of the Law.  

            The Bylaws of the Company provide that the Company has
the power to indemnify directors and officers to the fullest
extent permitted under California law and the Company's
Articles of Incorporation.  The Company has entered into
indemnification agreements with its directors and officers
which require that the Company indemnify such directors and
officers in all cases to the fullest extent permitted by
applicable provisions of the Law. The Company also maintains
a directors' and officers' liability insurance policy insuring
directors and officers of the Company for covered losses as
defined in the policy.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable. 

ITEM 8.     EXHIBITS

            See the attached Exhibit Index.

ITEM 9.     UNDERTAKINGS

           (a)    The undersigned registrant hereby undertakes: 

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

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

                        (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; and

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

           Provided, however, that paragraphs (a)(1)(i)
     and (a)(1)(ii) do not apply if the information required
     to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934, as amended (the
     "Exchange Act") that are incorporated by reference in the
     Registration Statement;

            (2)     That, for the purpose of determining 
     any liability under the 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; and

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

     (b)     The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the 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 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 provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act 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.
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 Irvine, State of
California, on September 1, 1994.

  

                          By:  /s/ Charles M. Clough     
                             -----------------------
                               Charles M. Clough

                          Its: Chairman of the Board and 
                               Chief Executive Officer
                          

                      POWER OF ATTORNEY

          Each person whose signature appears below
constitutes and appoints Stephen D. Natcher, his true and
lawful attorney-in-fact and agent, with full powers 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 attorney-in-fact and agent, each acting
alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

/s/ Charles M. Clough    Chairman of the Board of Directors   September 1, 1994
- ---------------------    and Chief Executive Officer
Charles M. Clough        (Principal Executive Officer)

/s/ Ralph L. Ozorkiewicz President, Chief Operating Officer   September 1, 1994
- ------------------------ and Director
Ralph L. Ozorkiewicz

/s/ R. Van Ness Holland, Jr.  Executive Vice-President -      September 1, 1994
- ----------------------------  Finance, Treasurer and
R. Van Ness Holland, Jr.      Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)

/s/ John B. Farrell           Director                        September 1, 1994
- --------------------------
John B. Farrell

/s/ Theodore M. Freedman      Director                        September 1, 1994
- --------------------------
Theodore M. Freedman

/s/ John R. Herring           Director                        September 1, 1994
- --------------------------
John R. Herring

/s/ Jack S. Kilby             Director                        September 1, 1994
- --------------------------
Jack S. Kilby

/s/ Edward Sanders            Director*                       September 1, 1994
- --------------------------
Edward Sanders

/s/ Stanley A. Wainer         Director*                       September 1, 1994
- --------------------------
Stanley A. Wainer 

/s/ Frank S. Wyle             Director*                       September 1, 1994
- --------------------------
Frank S. Wyle

/s/ F. Stephen Wyle           Director                        September 1, 1994
- --------------------------
F. Stephen Wyle
___________________________________________
*Member of Executive Compensation Committee
EXHIBIT INDEX

Exhibit                                             Sequentially
Number            Description                       Numbered Page

4.        Wyle Laboratories 1993 Eligible
          Directors' Stock Option Plan
          (together with form of Non-Qualified
          Stock Option Agreement attached
          thereto as Exhibit A).

5.       Opinion of Company Counsel (opinion re 
         legality).

23.1     Consent of Independent Accountants.

23.2     Consent of Company Counsel (included
         in Exhibit 5).

24.      Power of Attorney (included in this 
         Registration Statement under "Signatures").