As filed with the Securities and Exchange Commission
on June 20, 1996

     Registration No. 33-_________________

     SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C. 20549
     ________________________

          FORM S-8

     REGISTRATION STATEMENT
          UNDER
     THE SECURITIES ACT OF 1933 
      __________________________

       UNILAB CORPORATION
                                                                           
(Exact name of registrant as specified in its charter)

      Delaware                             95-4415490       
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization



18448 Oxnard Street, Tarzana, California          91356                    
(Address of Principal Executive Offices)     (Zip Code)

1996 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
UNILAB CORPORATION NON-EMPLOYEE DIRECTORS STOCK PLAN
UNILAB CORPORATION NON-QUALIFIED STOCK OPTIONS
UNILAB CORPORATION RESTRICTED COMMON STOCK       
     (Full Title of the Plans)

         Mark L. Bibi, Esq.
Vice President, Secretary and General Counsel
        Unilab Corporation
      401 Hackensack Avenue
            9th Floor
     Hackensack, New Jersey 07601
         (201) 525-1000               
(Name, Address and Telephone Number, including area code,
of Agent for Service)
<PAGE>
<TABLE>                              
CALCULATION OF REGISTRATION FEE
<CAPTION>
                              Proposed        Proposed
Title of                      maximum         maximum             Amount of
securities to   Amount to be  offering price  aggregate           registration
be registered   registered    per share (1)   offering price (1)  fee
<S>             <C>           <C>             <C>                 <C>
Common Stock,   5,350,000(2)  $1.71875        $9,195,313          $3,171
par value
$.01 per share
</TABLE>

________________________

1)  Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and Rule 457(h)
promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), based upon the average of the high and
low prices per share of the Common Stock (such average
being $1.71875) as reported on The Nasdaq Stock
Market/Nasdaq National Market on  June 14, 1996.

2) Represents (i) 325,000 shares issuable upon the exercise of
certain nonqualified options granted to certain employees and
directors; (ii) 25,000 shares of restricted stock issued to an
employee; (iii) 4,000,000 shares issuable upon the exercise of
options granted under the Unilab Corporation 1996 Stock
Option and Performance Incentive Plan; and (iv) 1,000,000
shares issuable in connection with the Unilab Corporation
Non-Employee Directors Stock Plan.  This Registration
Statement also relates to such indeterminate number of
additional shares of Common Stock as may be issuable as a
result of stock splits, stock dividends or similar transactions.

   <PAGE>
              EXPLANATORY NOTE



Pursuant to General Instruction C to Form S-8, this
Registration Statement contains a prospectus meeting the
requirements of Part I of Form S-3 relating to reofferings and
resales by certain persons of shares of common stock, par
value $.01 per share, of Unilab Corporation (i) to be acquired
pursuant to the exercise by certain employees or directors of,
or persons affiliated with, Unilab Corporation, each of whom
could be deemed to be an "affiliate" (as such term is defined
in Rule 405 promulgated under the Securities Act) of Unilab
Corporation, of certain nonqualified stock options granted to
such employees, directors or other persons and (ii) issued to
an employee of Unilab Corporation pursuant to a restricted
stock issuance agreement.

                                             
<PAGE>
<TABLE>
   UNILAB CORPORATION

FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
REQUIRED BY PART I OF FORM S-3
<CAPTION>
     Form S-3 Item Number                     Location/Heading in Prospectus
<S>  <C>                                          <C>
1.   Forepart of Registration Statement and       Cover Page
     Outside Front Cover Page of Prospectus              

2.   Inside Front and Outside Back Cover Pages    Available Information;
     of Prospectus                                Incorporation of Certain
                                                  Information by Reference

3.   Summary Information, Risk Factors and        Not Applicable
     Ratio of Earnings to Fixed Charges

4.   Use of Proceeds                              Use of Proceeds

5.   Determination of Offering Price              Not Applicable

6.   Dilution                                     Not Applicable

7.   Selling Security Holders                     Selling Stockholders

8.   Plan of Distribution                         Plan of Distribution

9.   Description of Securities to be Registered   Not Applicable

10.  Interests of Names Experts and Counsel       Experts; Legal Matters

11.  Material Changes                             Not Applicable

12.  Incorporation of Certain Information by     Incorporation of Certain
     Reference                                   Information by Reference

13.  Disclosure of Commission Position on        Indemnification of Officers
     Indemnification for Securities Act          and Directors
     Liabilities
</TABLE>
<PAGE>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents By
Reference.

     The following documents which have been,
or will in the future be, filed by Unilab
Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by
reference:

1.     The Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995,
as amended by Amendment No. 1 thereto on Form
10-K/A.

2.     The Company's Quarterly Report on Form
10-Q for the period ended March 31, 1996.

3.     The Company's Current Report on Form 8-
K, dated March 19, 1996.

4.     The description of the Company's common
stock, par value $.01 per share (the "Unilab
Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed with the
Commission on June 19, 1996, including any
amendments or reports filed for the purpose of
updating such description.

     All 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 hereby have been sold or which
deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in
and to be a part of this Registration Statement
from the date of filing of such 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.

     Section 145 of the General Corporation
Law of the State of Delaware (the "DGCL")
provides that a Delaware corporation may
indemnify any person against expenses, judgments,
fines and amounts paid in settlements actually and
reasonably incurred by any such person in
connection with a threatened, pending or
completed action, suit or proceeding in which he is
involved by reason of the fact that he is or was a
director, officer, employee or agent of such
corporation, or is or was serving at the request of
the corporation, as a director, officer, employee or
agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that (i)
he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the
best interests of the corporation and (ii) with
respect to any criminal action or proceeding, he
had no reasonable cause to believe his conduct was
unlawful.  If the action or suit is by or in the name
of the corporation, the corporation may indemnify
any such person against expenses actually and
reasonably incurred by him in connection with the
defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best
interests of the corporation, except that no
indemnification may be made in respect of any
claim, issue or matter as to which such person
shall have been adjudged to be liable to the
corporation, unless and only to the extent that the
Delaware Court of Chancery or the court in which
the action or suit is brought determines upon
application that, despite the adjudication of
liability but in light of the circumstances of the
case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court deems
proper.

     The Amended and Restated Certificate of
Incorporation, as amended, of the Registrant
provides for indemnification, to the fullest extent
permitted by the provisions of the DGCL, of all
persons whom it may indemnify pursuant thereto. 
The Amended and Restated Certificate of
Incorporation, as amended, of the Registrant also
provides that the indemnification provided by such
section shall not limit or exclude any rights,
indemnities or limitations of liability to which any
person may be entitled whether as a matter of law,
under the Amended and Restated By-laws of the
Registrant, by agreement, vote of the stockholders
or disinterested directors of the Registrant or
otherwise.

     In accordance with Section 102(b)(7) of the
DGCL, the Amended and Restated Certificate of
Incorporation, as amended, of the Registrant limits
the personal liability of the directors of the
Registrant to the fullest extent permitted by such
Section 102(b)(7).

     The Registrant also maintains standard
forms of officers' and directors' liability insurance
policies.

     Item 7.  Exemption from Registration Claimed.

     Exemption from registration is claimed
under Section 4(2) of the Securities Act for 25,000
shares of the Unilab Common Stock covered by
the Reoffer Prospectus.  Such shares were issued
to an employee of the registrant as part of his
individually negotiated employment arrangements
with the registrant.  Such employee made
representations contemplated by Rule 502(d) of
Regulation D promulgated under the Securities Act
in connection with his acquisition of such shares.

     Item 8.  Exhibits.

     The following is a complete list of exhibits
filed as a part of this registration statement:

     <PAGE>
Exhibit No. Document

   4.1  Unilab Corporation 1996 Stock Option and
        Performance Incentive Plan with forms of
        agreements used thereunder.

   4.2  Non-Employee Directors Stock Option Plan
        with forms of agreements used thereunder.

   4.3  Form of Stock Option Agreement by and
        between the Company and Messrs. Baker,
        Cramer, Hoffman, Lewis, Michaelson,
        Monterosa, Pyle and Thomas.

   4.4  Form of Restricted Stock Agreement by and
        between the Company and Craig Trask.

   5.1  Opinion of Mark L. Bibi, Esq. as to the
        legality of original issuance of shares of Unilab
        Common Stock being registered.

   23.1 Consent of Arthur Andersen LLP.

   23.2 Consent of Mark L. Bibi, Esq. (included in
        Exhibit 5.1 hereto).

   24   Powers of Attorney (see pages S-1 and S-2 of
        this Registration Statement).

   Item 9.  Undertakings.

A. To Update Annually.

        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:

            (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;

            (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, Form
S-8 or form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

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

        (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. Incorporation of Subsequent Exchange Act Documents by Reference.

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

        C.  Indemnification of Officers and Directors.

        Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
REOFFER
PROSPECTUS

        UNILAB CORPORATION
        18448 Oxnard Street
      Tarzana, California 91356
     Telephone No. (818) 996-7300

      _________________________

   Common Stock, par value $.01 per share
           205,000 Shares
      _________________________

   This Reoffer Prospectus relates to the subsequent
resale or offer for sale on The Nasdaq Stock Market/Nasdaq
National Market ("Nasdaq/NNM"), or otherwise, of
(i) 180,000 shares of voting common stock, par value $.01
per share ("Unilab Common Stock"), of Unilab Corporation,
a Delaware corporation ("Unilab" or the "Company"), that
may be acquired by certain employees or directors of, or
persons affiliated with, the Company, each of whom could be
deemed to be "affiliates" (as defined in Rule 405 promulgated
under the Securities Act of 1933, as amended (the "Securities
Act")) of Unilab, pursuant to the exercise of certain
nonqualified options granted to such employees, directors or
other persons (the "Option Shares") and (ii) 25,000 shares of
restricted Unilab Common Stock (the "Restricted Shares")
that have been granted by the Company to an employee of the
Company as partial compensation for services rendered by
such employee (such persons referred to in clauses (i) and (ii)
being the "Selling Stockholders").  In connection with such
resales or offers for sale, such persons and the brokers
through whom such shares may be sold may be deemed to be
"underwriters" as that term is defined in Section 2(11) of the
Securities Act.  The Company will not receive any proceeds
from the offering of the Option Shares or the Restricted
Shares.  All expenses of registration incurred in connection
with the registration under the Securities Act and the offering
of the securities hereby are being borne by Unilab, but all
selling and other expenses. incurred by an individual Selling
Stockholder will be borne by such Selling Stockholder.
         ___________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
         ___________________________

   No person has been authorized to give any information
or to make any representations, other than as contained
herein, in connection with the offer contained in this Reoffer
Prospectus, and, if given or made, such information or
representations must not be relied upon.  This Reoffer
Prospectus does not constitute an offer to sell or solicitation
of an offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such offer
or solicitation.

         ___________________________

The date of this Reoffer Prospectus is June 20, 1996.


           AVAILABLE INFORMATION


   The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission")
which may be inspected and copied at the public reference
facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the public reference facilities located at
the regional offices of the Commission at Seven World Trade
Center, Suite 1300, New York, New York 10048, and at the
Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661.  Copies of such material can
be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.  The Common
Stock is quoted through The Nasdaq Stock Market/Nasdaq
National Market ("Nasdaq/NNM").  Reports, proxy
statements, informational statements and other information
concerning the Company can be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.  The Company has
applied for and been approved for listing on the American
Stock Exchange and expects to begin trading on the American
Stock Exchange on or about June 24, 1996.

        The Company has filed with the Commission a
Registration Statement (herein, together with all amendments
and exhibits, referred to as the "Registration Statement")
under the Securities Act of 1933 (the "Act"), with respect to
the securities offered hereby.  This Reoffer Prospectus, which
constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission.  For
further information, reference is hereby made to the
Registration Statement and exhibits filed as a part thereof and
otherwise incorporated therein and which may be inspected
and copied in the manner and at the sources described above. 
Statements contained in this Reoffer Prospectus as to the
contents of any document referred to are not necessarily
complete, and in each instance reference is made to such
exhibit for a more complete description and each such
statement is qualified in its entirety by such reference. 

        THE COMPANY

General

        Unilab primarily provides clinical laboratory
testing services to physicians, managed-care organizations,
hospitals and other health care providers.  It provides clinical
laboratory testing services through three full-service central
testing laboratories located in Tarzana (Los Angeles), San
Jose and Sacramento, California, approximately 40 STAT
("short turnaround time") laboratories in California and
approximately 180 patient service centers primarily located in
California, with a handful in certain other states.

        Unilab was incorporated under the name
MetCal Inc. on January 6, 1993 as a Delaware corporation
and successor to Unilab Corporation, a Colorado corporation
founded in 1988 (as successor to a corporation founded in
1986), which was reincorporated in 1990 as a Delaware
corporation.  Unilab's executive offices are located at 18448
Oxnard Street, Tarzana, California 91356, telephone number
(818) 996-7300.  Unilab Common Stock is listed on
Nasdaq/NNM under the symbol "ULAB."


               USE OF PROCEEDS

        The Company will receive the exercise price of
the options when exercised by the holders thereof.  Such
proceeds will be used for working capital purposes.  The
Company will not receive any proceeds from the offering of
the Restricted Shares or the Option Shares by the Selling
Stockholders.
 
            PLAN OF DISTRIBUTION

   The shares of Unilab Common Stock covered by this
Reoffer Prospectus are being registered by Unilab for account
of the Selling Stockholders.  Unilab understands that none of
such shares will be offered through underwriters.

   The shares of Unilab Common Stock reoffered and
resold hereby may be offered and sold from time to time by
certain stockholders of Unilab in the over-the-counter market
(without the payment of any underwriting commission or
discount other than normal brokers' commissions for
effecting such transactions), through negotiated transactions
or otherwise, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at prices
otherwise negotiated.  In addition, such shares may be offered
from time to time by certain stockholders through
Nasdaq/NNM.  The Selling Stockholders and any broker or
dealer through whom offers or sales of shares of Unilab
Common Stock covered by this Reoffer Prospectus are made
may be regarded as "underwriters" within the meaning of the
Act although the Selling Stockholders disclaim such status. 
Compensation received by any such broker or dealer in
respect of the offer or sale of such shares may be regarded as
underwriters' compensation.

   All expenses of registration incurred in connection
with this offering are being borne by Unilab, but all selling
and other expenses incurred by an individual Selling
Stockholder will be borne by such Selling Stockholder.

           SELLING STOCKHOLDERS

   This Reoffer Prospectus relates to (i) shares of Unilab
Common Stock which have been acquired by an employee of
the Company pursuant to the grant to him of Unilab Common
Stock under a Restricted Stock Agreement and (ii) shares of
Unilab Common Stock which may be acquired by certain
employees or directors of, or persons affiliated with, the
Company, each of whom could be deemed to be "affiliates"
of Unilab, pursuant to the exercise of options granted to such
employees, directors or other persons under Nonqualified
Stock Option Agreements.

   The following table sets forth certain information
known to Unilab regarding the beneficial ownership of Unilab
Common Stock as of June 10, 1996 with respect to each of
the Selling Stockholders.  For purposes of this table, a person
is deemed to have "beneficial ownership" of any shares as of
a given date which such person has the right to acquire within
60 days after such date.  For purposes of computing the
percentage of outstanding shares held by each person named
below on a given date, any security which such person has
the right to acquire within 60 days after such date is deemed
to be outstanding, but is not deemed to be outstanding for the
purpose of computing the percentage ownership of any other
person.  Except as noted below, each person has full voting
and investment power over the shares indicated.

<TABLE>
<CAPTION>
                                                                  Number of
                                      Number of                   Shares of
                                      Shares of                   Common Stock
                                      Common Stock                Beneficially
                 Position or Material Beneficially   Number of    Owned After
                 Relationship with    Owned          Shares of    Completion
Selling          the Company During   Prior to       Common Stock  of the
Stockholder      Past Three Years     Reoffering(1)  Reoffered    Reoffering (1)     

                                                                                 Percentage
                                                                                 of Total
                                                                                 Shares
                                                                      Number     Outstanding
<S>                 <C>                  <C>              <C>         <C>        <C>
Andrew H. Baker     Chairman and Chief   1,352,621(2)(3) 60,000(4)    1,352,621  3.8%
                    Executive Officer

Kirby L. Cramer     Director             90,000(2)       20,000(4)    80,000      * 

Michael B. Hoffman  Director             65,000(2)       10,000(4)    60,000      * 

Walker Lewis        Director             15,000(2)       10,000(4)    10,000      * 

Richard A.Michaelson Senior Vice Pres.,  388,750(2)(5)   35,000(4)    388,750     * 
                    Treasurer, Chief 
                    Financial Officer

Ralph Monterosa     President and        96,750(2)(5)    15,000(4)    89,250      *
                    Chief Operating
                    Officer

Thomas O. Pyle      Director             15,000(2)       10,000(4)    10,000      * 

Gabriel B. Thomas   Director             40,000(2)       20,000(4)    30,000      * 

Craig Trask         Regional Vice        30,000(2)       25,000(4)(6) 18,500     *
                    President
</TABLE>

                                            
*   Less than 1%.

(1)  Calculated pursuant to Rule 13d-3 promulgated under the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), and based on
   35,613,006 shares of Unilab Common Stock outstanding as of June 10,
   1996.   Since the shares being reoffered hereby have been registered
   pursuant to Rule 415 under the Securities Act and not pursuant to an
   underwritten public offering, the number of registered shares to be sold
   pursuant hereto and the dates of such sale are not presently determinable.  
        

(2) Includes the following number of shares of Unilab Common Stock that the
  individuals named in the table have the right to acquire upon exercise of
  nonqualified stock options within 60 days of June 10, 1996:  Andrew H.
  Baker, 345,000 shares; Kirby L. Cramer, 80,000 shares; Michael B.
  Hoffman, 55,000 shares; Walker Lewis, 15,000 shares; Richard A.
  Michaelson, 385,000 shares; Ralph Monterosa, 82,000 shares; Thomas
  O. Pyle, 15,000 shares; Gabriel B. Thomas, 40,000 shares; and Craig
  Trask, 17,500 shares.

(3) Includes 18,069 shares registered in the name of Mr. Baker's wife.

(4) The number of shares of Common Stock reoffered, includes shares
  issuable upon exercise of options that had not vested as of, or would not
  vest, within 60 days of, June 10, 1996.

(5) Includes the following number of restricted shares of Unilab Common
  Stock issued to the following individuals:  Richard Michaelson, 25,000
  shares and Ralph Monterosa, 20,000 shares.

(6) Restricted shares of Unilab Common Stock.

   Shares of Unilab Common Stock covered by this
Reoffer Prospectus may be offered and sold from time to
time by the Selling Stockholders through brokers through
Nasdaq/NNM or otherwise, at the prices prevailing at the
time of such sales.  To the Company's knowledge, no
specific brokers or dealers have been designated by the
Selling Stockholders nor has any agreement been entered
into in respect of brokerage commissions or for the
exclusive or coordinated sale of any securities which may be
offered pursuant to this Reoffer Prospectus.  The Company
will pay all expenses of preparing and reproducing this
Reoffer Prospectus, but will not receive any of the proceeds
from sales by any of the Selling Stockholders.  On June 14,
1996, the closing sales price per share of the Unilab
Common Stock, as reported by the Nasdaq/NNM was $1-
11/16.


   DOCUMENTS INCORPORATED BY REFERENCE

        The following documents are incorporated
herein by reference and made a part hereof:

   1.   The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.

   2.   The Company's Quarterly Report on Form
10-Q for the periods ended March 31, 1996.

   3.   The Company's Current Report on Form 8-K,
dated March 19, 1996.

   4.   The description of the Unilab Common Stock
contained in the Company's Registration Statement on Form
8-A filed with the Commission on June 18, 1996, including
any amendments or reports filed for the purpose of updating
such description.

   All of such documents are on file with the
Commission.  All documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities to be offered
hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated by reference in and to be a part of this Reoffer
Prospectus from the date of the filing of such documents.

   A copy of any document incorporated by reference in
the Registration Statement (not including exhibits to the
information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the
information that the Registration Statement incorporates) of
which this Reoffer Prospectus forms a part but which is not
delivered with this Reoffer Prospectus will be provided by
the Company without charge to any person to whom this
Reoffer Prospectus has been delivered, upon the oral or
written request of such person.  Such requests should be
directed to Mark L. Bibi, Secretary, Unilab Corporation,
401 Hackensack Avenue, 9th Floor, Hackensack, New
Jersey 07601, telephone number (201) 525-1000.

                 EXPERTS

   The audited Consolidated Financial Statements and
schedules of the Company, incorporated by reference in this
Reoffer Prospectus and elsewhere in this Registration
Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference
herein in reliance upon the authority of said firm as experts
in accounting and auditing in giving said reports.


              LEGAL MATTERS

   Certain legal matters with respect to the Common
Stock being offered hereby are being passed upon by Mark
L. Bibi, Esq., Vice President, Secretary and General
Counsel of the Company.


             INDEMNIFICATION

   Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") provides that a Delaware
corporation may indemnify any person against expenses,
judgments, fines and amounts paid in settlements actually
and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or
proceeding in which he is involved by reason of the fact that
he is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of the
corporation, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, provided that (i) he acted in good faith and
in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and (ii) with respect
to any criminal action or proceeding, he had no reasonable
cause to believe his conduct was unlawful.  If the action or
suit is by or in the name of the corporation, the corporation
may indemnify any such person against expenses actually
and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of
any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation, unless
and only to the extent that the Delaware Court of Chancery
or the court in which the action or suit is brought
determines upon application that, despite the adjudication of
liability but in light of the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

   The Amended and Restated Certificate of
Incorporation, as amended, of the Registrant provides for
indemnification, to the fullest extent permitted by the
provisions of the DGCL, of all persons whom it may
indemnify pursuant thereto.  The Amended and Restated
Certificate of Incorporation, as amended, of the Registrant
also provides that the indemnification provided by such
section shall not limit or exclude any rights, indemnities or
limitations of liability to which any person may be entitled
whether as a matter of law, under the Amended and
Restated By-laws of the Registrant, by agreement, vote of
the stockholders or disinterested directors of the Registrant
or otherwise.

   In accordance with Section 102(b)(7) of the DGCL,
the Amended and Restated Certificate of Incorporation, as
amended, of the Registrant limits the personal liability of the
directors of the Registrant to the fullest extent permitted by
such Section 102(b)(7).

   The Registrant also maintains standard forms of
officers' and directors' liability insurance policies.


<PAGE>
TABLE OF CONTENTS                          UNILAB CORPORATION

                           Page
Available Information      A-3
                                             205,000 Shares
The Company                A-3

Use of Proceeds            A-4

Plan of Distribution       A-4               COMMON STOCK,
                                             PAR VALUE
Selling Stockholders       A-4               $.01 PER SHARE

Documents Incorporated
   by Reference            A-7

Experts                    A-8               ________________

Legal Matters              A-8

Indemnification            A-8


_______________

Unilab Corporation has filed with the
Securities and Exchange Commission,                 PROSPECTUS
Washington, D.C., a Registration
Statement under the Securities Act of
1933, as amended, with respect to this              June 20, 1996
Offering.  This Reoffer Prospectus omits
certain information contained in the
Registration Statement.  The information
omitted may be obtained from the
Securities and Exchange Commission
upon payment of the regular charge
therefor.<PAGE>
<PAGE>
SIGNATURES

   The Registrant

        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 Hackensack
and State of New Jersey on this 18th day of June, 1996.

                      UNILAB CORPORATION


                      By:  /s/                                              
                      Name:Andrew H. Baker
                      Title:Chairman of the Board, President and
                            Chief Executive Officer


                 POWER OF ATTORNEY

   Each person whose signature appears below hereby appoints
each of Andrew H. Baker, Richard A. Michaelson and Mark L. Bibi
as his attorney-in-fact, with full power of substitution, to execute in
his name, individually and in each capacity stated below, one or more
amendments (including post-effective amendments) to this Registration
Statement as the attorney-in-fact acting on the premise shall from time
to time deem appropriate and to file any such amendment to this
Registration Statement with the Securities and Exchange Commission.

   Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

/s/                     Chairman of the Board           June 18, 1996
Andrew H. Baker         President and Chief Executive
                        Officer (principal executive
                        officer)

/s/                     Senior Vice President-          June 18, 1996
Richard A. Michaelson   Finance, Treasurer and Chief
                        Financial Officer (principal
                        financial and accounting officer)

/s/                     Director                        June 18, 1996
Kirby L. Cramer

/s/                     Director                        June 18, 1996
Michael B. Hoffman

/s/                     Director                        June 18, 1996
Walker Lewis

/s/                     Director                        June 18, 1996
Thomas O. Pyle

/s/                     Director                        June 18, 1996
Gabriel B. Thomas                  


<PAGE>
EXHIBIT INDEX


Exhibit No.   Document                                      Page

   4.1        Unilab Corporation 1996 Stock Option and
              Performance Incentive Plan with forms of
              agreements used thereunder.

   4.2        Non-Employee Directors Stock Option Plan
              with forms of agreements used thereunder.

   4.3        Form of Stock Option Agreement by and
              between the Company and Messrs. Baker,
              Cramer, Hoffman, Lewis, Michaelson,
              Monterosa, Pyle and Thomas.

   4.4        Form of Restricted Stock Agreement by and
              between the Company and Craig Trask.

   5.1        Opinion of Mark L. Bibi, Esq. a
              to the legality of original
              issuance of shares of Unilab
              Common Stock being registered.

   23.1       Consent of Arthur Andersen LLP.

   23.2       Consent of Mark L. Bibi, Esq.
              (included in Exhibit 5 hereto).

   24         Powers of Attorney (see pages
              S-1 and S-2 of this Registration
              Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 39341}]
{"company-data": {"conformed-name": "UNILAB CORP /DE/", "cik": "0000899714", "assigned-sic": "8071", "irs-number": "954415490", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06441", "film-number": "96583591"}, "business-address": {"street1": "18448 OXNARD ST", "city": "TARZANA", "state": "CA", "zip": "91356", "phone": "8189667300"}, "mail-address": {"street1": "UNILAB CORP", "street2": "401 HACKENSACK AVE 9TH FL", "city": "HACKENSACK", "state": "NJ", "zip": "07601"}, "former-company": {"former-conformed-name": "METCAL INC", "date-changed": "19930401"}}
As filed with the Securities and Exchange Commission
on June 20, 1996

     Registration No. 33-_________________

     SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C. 20549
     ________________________

          FORM S-8

     REGISTRATION STATEMENT
          UNDER
     THE SECURITIES ACT OF 1933 
      __________________________

       UNILAB CORPORATION
                                                                           
(Exact name of registrant as specified in its charter)

      Delaware                             95-4415490       
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization

18448 Oxnard Street, Tarzana, California          91356                    
(Address of Principal Executive Offices)     (Zip Code)

1996 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
UNILAB CORPORATION NON-EMPLOYEE DIRECTORS STOCK PLAN
UNILAB CORPORATION NON-QUALIFIED STOCK OPTIONS
UNILAB CORPORATION RESTRICTED COMMON STOCK       
     (Full Title of the Plans)

         Mark L. Bibi, Esq.
Vice President, Secretary and General Counsel
        Unilab Corporation
      401 Hackensack Avenue
            9th Floor
     Hackensack, New Jersey 07601
         (201) 525-1000               
(Name, Address and Telephone Number, including area code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed        Proposed
Title of                      maximum         maximum             Amount of
securities to   Amount to be  offering price  aggregate           registration
be registered   registered    per share (1)   offering price (1)  fee
Common Stock,   5,350,000(2)  $1.71875        $9,195,313          $3,171
par value
$.01 per share
________________________

1)  Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and Rule 457(h)
promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), based upon the average of the high and
low prices per share of the Common Stock (such average
being $1.71875) as reported on The Nasdaq Stock
Market/Nasdaq National Market on  June 14, 1996.

2) Represents (i) 325,000 shares issuable upon the exercise of
certain nonqualified options granted to certain employees and
directors; (ii) 25,000 shares of restricted stock issued to an
employee; (iii) 4,000,000 shares issuable upon the exercise of
options granted under the Unilab Corporation 1996 Stock
Option and Performance Incentive Plan; and (iv) 1,000,000
shares issuable in connection with the Unilab Corporation
Non-Employee Directors Stock Plan.  This Registration
Statement also relates to such indeterminate number of
additional shares of Common Stock as may be issuable as a
result of stock splits, stock dividends or similar transactions.
EXPLANATORY NOTE

Pursuant to General Instruction C to Form S-8, this
Registration Statement contains a prospectus meeting the
requirements of Part I of Form S-3 relating to reofferings and
resales by certain persons of shares of common stock, par
value $.01 per share, of Unilab Corporation (i) to be acquired
pursuant to the exercise by certain employees or directors of,
or persons affiliated with, Unilab Corporation, each of whom
could be deemed to be an "affiliate" (as such term is defined
in Rule 405 promulgated under the Securities Act) of Unilab
Corporation, of certain nonqualified stock options granted to
such employees, directors or other persons and (ii) issued to
an employee of Unilab Corporation pursuant to a restricted
stock issuance agreement.
UNILAB CORPORATION

FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
REQUIRED BY PART I OF FORM S-3
Form S-3 Item Number                     Location/Heading in Prospectus
1.   Forepart of Registration Statement and       Cover Page
     Outside Front Cover Page of Prospectus              

2.   Inside Front and Outside Back Cover Pages    Available Information;
     of Prospectus                                Incorporation of Certain
                                                  Information by Reference

3.   Summary Information, Risk Factors and        Not Applicable
     Ratio of Earnings to Fixed Charges

4.   Use of Proceeds                              Use of Proceeds

5.   Determination of Offering Price              Not Applicable

6.   Dilution                                     Not Applicable

7.   Selling Security Holders                     Selling Stockholders

8.   Plan of Distribution                         Plan of Distribution

9.   Description of Securities to be Registered   Not Applicable

10.  Interests of Names Experts and Counsel       Experts; Legal Matters

11.  Material Changes                             Not Applicable

12.  Incorporation of Certain Information by     Incorporation of Certain
     Reference                                   Information by Reference

13.  Disclosure of Commission Position on        Indemnification of Officers
     Indemnification for Securities Act          and Directors
     Liabilities
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents By
Reference.

     The following documents which have been,
or will in the future be, filed by Unilab
Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by
reference:

1.     The Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995,
as amended by Amendment No. 1 thereto on Form
10-K/A.

2.     The Company's Quarterly Report on Form
10-Q for the period ended March 31, 1996.

3.     The Company's Current Report on Form 8-
K, dated March 19, 1996.

4.     The description of the Company's common
stock, par value $.01 per share (the "Unilab
Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed with the
Commission on June 19, 1996, including any
amendments or reports filed for the purpose of
updating such description.

     All 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 hereby have been sold or which
deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in
and to be a part of this Registration Statement
from the date of filing of such 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.

     Section 145 of the General Corporation
Law of the State of Delaware (the "DGCL")
provides that a Delaware corporation may
indemnify any person against expenses, judgments,
fines and amounts paid in settlements actually and
reasonably incurred by any such person in
connection with a threatened, pending or
completed action, suit or proceeding in which he is
involved by reason of the fact that he is or was a
director, officer, employee or agent of such
corporation, or is or was serving at the request of
the corporation, as a director, officer, employee or
agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that (i)
he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the
best interests of the corporation and (ii) with
respect to any criminal action or proceeding, he
had no reasonable cause to believe his conduct was
unlawful.  If the action or suit is by or in the name
of the corporation, the corporation may indemnify
any such person against expenses actually and
reasonably incurred by him in connection with the
defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best
interests of the corporation, except that no
indemnification may be made in respect of any
claim, issue or matter as to which such person
shall have been adjudged to be liable to the
corporation, unless and only to the extent that the
Delaware Court of Chancery or the court in which
the action or suit is brought determines upon
application that, despite the adjudication of
liability but in light of the circumstances of the
case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court deems
proper.

     The Amended and Restated Certificate of
Incorporation, as amended, of the Registrant
provides for indemnification, to the fullest extent
permitted by the provisions of the DGCL, of all
persons whom it may indemnify pursuant thereto. 
The Amended and Restated Certificate of
Incorporation, as amended, of the Registrant also
provides that the indemnification provided by such
section shall not limit or exclude any rights,
indemnities or limitations of liability to which any
person may be entitled whether as a matter of law,
under the Amended and Restated By-laws of the
Registrant, by agreement, vote of the stockholders
or disinterested directors of the Registrant or
otherwise.

     In accordance with Section 102(b)(7) of the
DGCL, the Amended and Restated Certificate of
Incorporation, as amended, of the Registrant limits
the personal liability of the directors of the
Registrant to the fullest extent permitted by such
Section 102(b)(7).

     The Registrant also maintains standard
forms of officers' and directors' liability insurance
policies.

     Item 7.  Exemption from Registration Claimed.

     Exemption from registration is claimed
under Section 4(2) of the Securities Act for 25,000
shares of the Unilab Common Stock covered by
the Reoffer Prospectus.  Such shares were issued
to an employee of the registrant as part of his
individually negotiated employment arrangements
with the registrant.  Such employee made
representations contemplated by Rule 502(d) of
Regulation D promulgated under the Securities Act
in connection with his acquisition of such shares.

     Item 8.  Exhibits.

     The following is a complete list of exhibits
filed as a part of this registration statement:
Exhibit No. Document

   4.1  Unilab Corporation 1996 Stock Option and
        Performance Incentive Plan with forms of
        agreements used thereunder.

   4.2  Non-Employee Directors Stock Option Plan
        with forms of agreements used thereunder.

   4.3  Form of Stock Option Agreement by and
        between the Company and Messrs. Baker,
        Cramer, Hoffman, Lewis, Michaelson,
        Monterosa, Pyle and Thomas.

   4.4  Form of Restricted Stock Agreement by and
        between the Company and Craig Trask.

   5.1  Opinion of Mark L. Bibi, Esq. as to the
        legality of original issuance of shares of Unilab
        Common Stock being registered.

   23.1 Consent of Arthur Andersen LLP.

   23.2 Consent of Mark L. Bibi, Esq. (included in
        Exhibit 5.1 hereto).

   24   Powers of Attorney (see pages S-1 and S-2 of
        this Registration Statement).

   Item 9.  Undertakings.

A. To Update Annually.

        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:

            (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;

            (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, Form
S-8 or form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

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

        (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. Incorporation of Subsequent Exchange Act Documents by Reference.

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

        C.  Indemnification of Officers and Directors.

        Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
REOFFER
PROSPECTUS

        UNILAB CORPORATION
        18448 Oxnard Street
      Tarzana, California 91356
     Telephone No. (818) 996-7300

      _________________________

   Common Stock, par value $.01 per share
           205,000 Shares
      _________________________

   This Reoffer Prospectus relates to the subsequent
resale or offer for sale on The Nasdaq Stock Market/Nasdaq
National Market ("Nasdaq/NNM"), or otherwise, of
(i) 180,000 shares of voting common stock, par value $.01
per share ("Unilab Common Stock"), of Unilab Corporation,
a Delaware corporation ("Unilab" or the "Company"), that
may be acquired by certain employees or directors of, or
persons affiliated with, the Company, each of whom could be
deemed to be "affiliates" (as defined in Rule 405 promulgated
under the Securities Act of 1933, as amended (the "Securities
Act")) of Unilab, pursuant to the exercise of certain
nonqualified options granted to such employees, directors or
other persons (the "Option Shares") and (ii) 25,000 shares of
restricted Unilab Common Stock (the "Restricted Shares")
that have been granted by the Company to an employee of the
Company as partial compensation for services rendered by
such employee (such persons referred to in clauses (i) and (ii)
being the "Selling Stockholders").  In connection with such
resales or offers for sale, such persons and the brokers
through whom such shares may be sold may be deemed to be
"underwriters" as that term is defined in Section 2(11) of the
Securities Act.  The Company will not receive any proceeds
from the offering of the Option Shares or the Restricted
Shares.  All expenses of registration incurred in connection
with the registration under the Securities Act and the offering
of the securities hereby are being borne by Unilab, but all
selling and other expenses. incurred by an individual Selling
Stockholder will be borne by such Selling Stockholder.
         ___________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
         ___________________________

   No person has been authorized to give any information
or to make any representations, other than as contained
herein, in connection with the offer contained in this Reoffer
Prospectus, and, if given or made, such information or
representations must not be relied upon.  This Reoffer
Prospectus does not constitute an offer to sell or solicitation
of an offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such offer
or solicitation.

         ___________________________

The date of this Reoffer Prospectus is June 20, 1996.

           AVAILABLE INFORMATION

   The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission")
which may be inspected and copied at the public reference
facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the public reference facilities located at
the regional offices of the Commission at Seven World Trade
Center, Suite 1300, New York, New York 10048, and at the
Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661.  Copies of such material can
be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.  The Common
Stock is quoted through The Nasdaq Stock Market/Nasdaq
National Market ("Nasdaq/NNM").  Reports, proxy
statements, informational statements and other information
concerning the Company can be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.  The Company has
applied for and been approved for listing on the American
Stock Exchange and expects to begin trading on the American
Stock Exchange on or about June 24, 1996.

        The Company has filed with the Commission a
Registration Statement (herein, together with all amendments
and exhibits, referred to as the "Registration Statement")
under the Securities Act of 1933 (the "Act"), with respect to
the securities offered hereby.  This Reoffer Prospectus, which
constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission.  For
further information, reference is hereby made to the
Registration Statement and exhibits filed as a part thereof and
otherwise incorporated therein and which may be inspected
and copied in the manner and at the sources described above. 
Statements contained in this Reoffer Prospectus as to the
contents of any document referred to are not necessarily
complete, and in each instance reference is made to such
exhibit for a more complete description and each such
statement is qualified in its entirety by such reference. 

        THE COMPANY

General

        Unilab primarily provides clinical laboratory
testing services to physicians, managed-care organizations,
hospitals and other health care providers.  It provides clinical
laboratory testing services through three full-service central
testing laboratories located in Tarzana (Los Angeles), San
Jose and Sacramento, California, approximately 40 STAT
("short turnaround time") laboratories in California and
approximately 180 patient service centers primarily located in
California, with a handful in certain other states.

        Unilab was incorporated under the name
MetCal Inc. on January 6, 1993 as a Delaware corporation
and successor to Unilab Corporation, a Colorado corporation
founded in 1988 (as successor to a corporation founded in
1986), which was reincorporated in 1990 as a Delaware
corporation.  Unilab's executive offices are located at 18448
Oxnard Street, Tarzana, California 91356, telephone number
(818) 996-7300.  Unilab Common Stock is listed on
Nasdaq/NNM under the symbol "ULAB."

               USE OF PROCEEDS

        The Company will receive the exercise price of
the options when exercised by the holders thereof.  Such
proceeds will be used for working capital purposes.  The
Company will not receive any proceeds from the offering of
the Restricted Shares or the Option Shares by the Selling
Stockholders.
 
            PLAN OF DISTRIBUTION

   The shares of Unilab Common Stock covered by this
Reoffer Prospectus are being registered by Unilab for account
of the Selling Stockholders.  Unilab understands that none of
such shares will be offered through underwriters.

   The shares of Unilab Common Stock reoffered and
resold hereby may be offered and sold from time to time by
certain stockholders of Unilab in the over-the-counter market
(without the payment of any underwriting commission or
discount other than normal brokers' commissions for
effecting such transactions), through negotiated transactions
or otherwise, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at prices
otherwise negotiated.  In addition, such shares may be offered
from time to time by certain stockholders through
Nasdaq/NNM.  The Selling Stockholders and any broker or
dealer through whom offers or sales of shares of Unilab
Common Stock covered by this Reoffer Prospectus are made
may be regarded as "underwriters" within the meaning of the
Act although the Selling Stockholders disclaim such status. 
Compensation received by any such broker or dealer in
respect of the offer or sale of such shares may be regarded as
underwriters' compensation.

   All expenses of registration incurred in connection
with this offering are being borne by Unilab, but all selling
and other expenses incurred by an individual Selling
Stockholder will be borne by such Selling Stockholder.

           SELLING STOCKHOLDERS

   This Reoffer Prospectus relates to (i) shares of Unilab
Common Stock which have been acquired by an employee of
the Company pursuant to the grant to him of Unilab Common
Stock under a Restricted Stock Agreement and (ii) shares of
Unilab Common Stock which may be acquired by certain
employees or directors of, or persons affiliated with, the
Company, each of whom could be deemed to be "affiliates"
of Unilab, pursuant to the exercise of options granted to such
employees, directors or other persons under Nonqualified
Stock Option Agreements.

   The following table sets forth certain information
known to Unilab regarding the beneficial ownership of Unilab
Common Stock as of June 10, 1996 with respect to each of
the Selling Stockholders.  For purposes of this table, a person
is deemed to have "beneficial ownership" of any shares as of
a given date which such person has the right to acquire within
60 days after such date.  For purposes of computing the
percentage of outstanding shares held by each person named
below on a given date, any security which such person has
the right to acquire within 60 days after such date is deemed
to be outstanding, but is not deemed to be outstanding for the
purpose of computing the percentage ownership of any other
person.  Except as noted below, each person has full voting
and investment power over the shares indicated.
Number of
                                      Number of                   Shares of
                                      Shares of                   Common Stock
                                      Common Stock                Beneficially
                 Position or Material Beneficially   Number of    Owned After
                 Relationship with    Owned          Shares of    Completion
Selling          the Company During   Prior to       Common Stock  of the
Stockholder      Past Three Years     Reoffering(1)  Reoffered    Reoffering (1)     

                                                                                 Percentage
                                                                                 of Total
                                                                                 Shares
                                                                      Number     Outstanding
Andrew H. Baker     Chairman and Chief   1,352,621(2)(3) 60,000(4)    1,352,621  3.8%
                    Executive Officer

Kirby L. Cramer     Director             90,000(2)       20,000(4)    80,000      * 

Michael B. Hoffman  Director             65,000(2)       10,000(4)    60,000      * 

Walker Lewis        Director             15,000(2)       10,000(4)    10,000      * 

Richard A.Michaelson Senior Vice Pres.,  388,750(2)(5)   35,000(4)    388,750     * 
                    Treasurer, Chief 
                    Financial Officer

Ralph Monterosa     President and        96,750(2)(5)    15,000(4)    89,250      *
                    Chief Operating
                    Officer

Thomas O. Pyle      Director             15,000(2)       10,000(4)    10,000      * 

Gabriel B. Thomas   Director             40,000(2)       20,000(4)    30,000      * 

Craig Trask         Regional Vice        30,000(2)       25,000(4)(6) 18,500     *
                    President
*   Less than 1%.

(1)  Calculated pursuant to Rule 13d-3 promulgated under the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), and based on
   35,613,006 shares of Unilab Common Stock outstanding as of June 10,
   1996.   Since the shares being reoffered hereby have been registered
   pursuant to Rule 415 under the Securities Act and not pursuant to an
   underwritten public offering, the number of registered shares to be sold
   pursuant hereto and the dates of such sale are not presently determinable.  
        

(2) Includes the following number of shares of Unilab Common Stock that the
  individuals named in the table have the right to acquire upon exercise of
  nonqualified stock options within 60 days of June 10, 1996:  Andrew H.
  Baker, 345,000 shares; Kirby L. Cramer, 80,000 shares; Michael B.
  Hoffman, 55,000 shares; Walker Lewis, 15,000 shares; Richard A.
  Michaelson, 385,000 shares; Ralph Monterosa, 82,000 shares; Thomas
  O. Pyle, 15,000 shares; Gabriel B. Thomas, 40,000 shares; and Craig
  Trask, 17,500 shares.

(3) Includes 18,069 shares registered in the name of Mr. Baker's wife.

(4) The number of shares of Common Stock reoffered, includes shares
  issuable upon exercise of options that had not vested as of, or would not
  vest, within 60 days of, June 10, 1996.

(5) Includes the following number of restricted shares of Unilab Common
  Stock issued to the following individuals:  Richard Michaelson, 25,000
  shares and Ralph Monterosa, 20,000 shares.

(6) Restricted shares of Unilab Common Stock.

   Shares of Unilab Common Stock covered by this
Reoffer Prospectus may be offered and sold from time to
time by the Selling Stockholders through brokers through
Nasdaq/NNM or otherwise, at the prices prevailing at the
time of such sales.  To the Company's knowledge, no
specific brokers or dealers have been designated by the
Selling Stockholders nor has any agreement been entered
into in respect of brokerage commissions or for the
exclusive or coordinated sale of any securities which may be
offered pursuant to this Reoffer Prospectus.  The Company
will pay all expenses of preparing and reproducing this
Reoffer Prospectus, but will not receive any of the proceeds
from sales by any of the Selling Stockholders.  On June 14,
1996, the closing sales price per share of the Unilab
Common Stock, as reported by the Nasdaq/NNM was $1-
11/16.

   DOCUMENTS INCORPORATED BY REFERENCE

        The following documents are incorporated
herein by reference and made a part hereof:

   1.   The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.

   2.   The Company's Quarterly Report on Form
10-Q for the periods ended March 31, 1996.

   3.   The Company's Current Report on Form 8-K,
dated March 19, 1996.

   4.   The description of the Unilab Common Stock
contained in the Company's Registration Statement on Form
8-A filed with the Commission on June 18, 1996, including
any amendments or reports filed for the purpose of updating
such description.

   All of such documents are on file with the
Commission.  All documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities to be offered
hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated by reference in and to be a part of this Reoffer
Prospectus from the date of the filing of such documents.

   A copy of any document incorporated by reference in
the Registration Statement (not including exhibits to the
information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the
information that the Registration Statement incorporates) of
which this Reoffer Prospectus forms a part but which is not
delivered with this Reoffer Prospectus will be provided by
the Company without charge to any person to whom this
Reoffer Prospectus has been delivered, upon the oral or
written request of such person.  Such requests should be
directed to Mark L. Bibi, Secretary, Unilab Corporation,
401 Hackensack Avenue, 9th Floor, Hackensack, New
Jersey 07601, telephone number (201) 525-1000.

                 EXPERTS

   The audited Consolidated Financial Statements and
schedules of the Company, incorporated by reference in this
Reoffer Prospectus and elsewhere in this Registration
Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference
herein in reliance upon the authority of said firm as experts
in accounting and auditing in giving said reports.

              LEGAL MATTERS

   Certain legal matters with respect to the Common
Stock being offered hereby are being passed upon by Mark
L. Bibi, Esq., Vice President, Secretary and General
Counsel of the Company.

             INDEMNIFICATION

   Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") provides that a Delaware
corporation may indemnify any person against expenses,
judgments, fines and amounts paid in settlements actually
and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or
proceeding in which he is involved by reason of the fact that
he is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of the
corporation, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, provided that (i) he acted in good faith and
in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and (ii) with respect
to any criminal action or proceeding, he had no reasonable
cause to believe his conduct was unlawful.  If the action or
suit is by or in the name of the corporation, the corporation
may indemnify any such person against expenses actually
and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of
any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation, unless
and only to the extent that the Delaware Court of Chancery
or the court in which the action or suit is brought
determines upon application that, despite the adjudication of
liability but in light of the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

   The Amended and Restated Certificate of
Incorporation, as amended, of the Registrant provides for
indemnification, to the fullest extent permitted by the
provisions of the DGCL, of all persons whom it may
indemnify pursuant thereto.  The Amended and Restated
Certificate of Incorporation, as amended, of the Registrant
also provides that the indemnification provided by such
section shall not limit or exclude any rights, indemnities or
limitations of liability to which any person may be entitled
whether as a matter of law, under the Amended and
Restated By-laws of the Registrant, by agreement, vote of
the stockholders or disinterested directors of the Registrant
or otherwise.

   In accordance with Section 102(b)(7) of the DGCL,
the Amended and Restated Certificate of Incorporation, as
amended, of the Registrant limits the personal liability of the
directors of the Registrant to the fullest extent permitted by
such Section 102(b)(7).

   The Registrant also maintains standard forms of
officers' and directors' liability insurance policies.
TABLE OF CONTENTS                          UNILAB CORPORATION

                           Page
Available Information      A-3
                                             205,000 Shares
The Company                A-3

Use of Proceeds            A-4

Plan of Distribution       A-4               COMMON STOCK,
                                             PAR VALUE
Selling Stockholders       A-4               $.01 PER SHARE

Documents Incorporated
   by Reference            A-7

Experts                    A-8               ________________

Legal Matters              A-8

Indemnification            A-8

_______________

Unilab Corporation has filed with the
Securities and Exchange Commission,                 PROSPECTUS
Washington, D.C., a Registration
Statement under the Securities Act of
1933, as amended, with respect to this              June 20, 1996
Offering.  This Reoffer Prospectus omits
certain information contained in the
Registration Statement.  The information
omitted may be obtained from the
Securities and Exchange Commission
upon payment of the regular charge
therefor.
SIGNATURES

   The Registrant

        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 Hackensack
and State of New Jersey on this 18th day of June, 1996.

                      UNILAB CORPORATION

                      By:  /s/                                              
                      Name:Andrew H. Baker
                      Title:Chairman of the Board, President and
                            Chief Executive Officer

                 POWER OF ATTORNEY

   Each person whose signature appears below hereby appoints
each of Andrew H. Baker, Richard A. Michaelson and Mark L. Bibi
as his attorney-in-fact, with full power of substitution, to execute in
his name, individually and in each capacity stated below, one or more
amendments (including post-effective amendments) to this Registration
Statement as the attorney-in-fact acting on the premise shall from time
to time deem appropriate and to file any such amendment to this
Registration Statement with the Securities and Exchange Commission.

   Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

/s/                     Chairman of the Board           June 18, 1996
Andrew H. Baker         President and Chief Executive
                        Officer (principal executive
                        officer)

/s/                     Senior Vice President-          June 18, 1996
Richard A. Michaelson   Finance, Treasurer and Chief
                        Financial Officer (principal
                        financial and accounting officer)

/s/                     Director                        June 18, 1996
Kirby L. Cramer

/s/                     Director                        June 18, 1996
Michael B. Hoffman

/s/                     Director                        June 18, 1996
Walker Lewis

/s/                     Director                        June 18, 1996
Thomas O. Pyle

/s/                     Director                        June 18, 1996
Gabriel B. Thomas
EXHIBIT INDEX

Exhibit No.   Document                                      Page

   4.1        Unilab Corporation 1996 Stock Option and
              Performance Incentive Plan with forms of
              agreements used thereunder.

   4.2        Non-Employee Directors Stock Option Plan
              with forms of agreements used thereunder.

   4.3        Form of Stock Option Agreement by and
              between the Company and Messrs. Baker,
              Cramer, Hoffman, Lewis, Michaelson,
              Monterosa, Pyle and Thomas.

   4.4        Form of Restricted Stock Agreement by and
              between the Company and Craig Trask.

   5.1        Opinion of Mark L. Bibi, Esq. a
              to the legality of original
              issuance of shares of Unilab
              Common Stock being registered.

   23.1       Consent of Arthur Andersen LLP.

   23.2       Consent of Mark L. Bibi, Esq.
              (included in Exhibit 5 hereto).

   24         Powers of Attorney (see pages
              S-1 and S-2 of this Registration
              Statement).