THIS DOCUMENT IS A CONFIRMING ELECTRONIC COPY OF THE FORM S-8 REGISTRATION
STATEMENT FILED IN PAPER ON DECEMBER 28, 1995.


 As filed with the Securities and Exchange Commission on December 28, 1995
                       Registration No. 33-


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    The Securities Act of 1933


                           ONCOR, INC.
      (Exact name of registrant as specified in its charter)

             MARYLAND                                 52-1310084
   (State or other jurisdiction            (IRS Employer Identification No.)
 of incorporation or organization)

                        209 PERRY PARKWAY
                   GAITHERSBURG, MARYLAND 20877
       (Address of principal executive offices) (Zip Code)


                      1992 STOCK OPTION PLAN
                     (Full title of the Plan)


                          JOHN L. COKER
           VICE PRESIDENT, FINANCE AND ADMINISTRATION,
         CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
                           ONCOR, INC.
                        209 PERRY PARKWAY
                   GAITHERSBURG, MARYLAND 20877
             (Name and address of agent for service)
                          (301) 963-3500
  (Telephone number, including area code, of agent for service)


                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                   Proposed               Proposed
            Title of                                                Maximum               Maximum
           Securities                        Amount                Offering              Aggregate           Amount of
              to be                          to be                   Price               Offering          Registration
           Registered                     Registered(1)           per Share(2)           Price(2)               Fee

<S>                                      <C>                      <C>                    <C>               <C>
Options to Purchase Common Stock         500,000                  N/A                    N/A                N/A

Common Stock, $0.01 par value            500,000 shares           $4.83438               $2,421,900         $835.15

<FN>

(1)      This   Registration   Statement  shall  also  cover  any
         additional  shares of Common Stock which become issuable
         under the 1992 Stock  Option Plan by reason of any stock
         dividend, stock split, recapitalization or other similar
         transaction    effected    without    the   receipt   of
         consideration which results in an increase in the number
         of the outstanding shares of Common Stock of Oncor, Inc.

(2)      Calculated  solely for purposes of this  offering  under
         Rule 457(h) of the  Securities  Act of 1933, as amended,
         on the basis of the  average of the high and low selling
         prices  per share of  Common  Stock of  Oncor,  Inc.  on
         December  19, 1995,  as reported on the Nasdaq  National
         Market.

</FN>
</TABLE>




<PAGE>



                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

          Oncor, Inc. (the "Registrant")  hereby  incorporates by
reference   into  this   Registration   Statement  the  following
documents  previously  filed  with the  Securities  and  Exchange
Commission (the "SEC"):

                  a)       The  Registrant's   Annual   Report  on
                           Form 10-K  for  the  fiscal  year ended
                           December 31, 1994, filed with  the  SEC
                           on March 31, 1995;

                  b)       The Registrant's  Quarterly Reports on
                           Form  10-Q  for  the  fiscal  quarters
                           ended  March 31,  1995,  June 30, 1995
                           and September 30, 1995, filed with the
                           SEC on May 15,  1995,  August 14, 1995
                           and  November  14, 1995  respectively;
                           and

                  c)       The   Registrant's   Registration  No.
                           00-16177  on Form 8-A  filed  with the
                           SEC on August  31,  1987  pursuant  to
                           Section 12 of the Securities  Exchange
                           Act of 1934,  as  amended  (the  "1934
                           Act"), in which there is described the
                           terms,     rights    and    provisions
                           applicable    to   the    Registrant's
                           outstanding Common Stock.

                  All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this  Registration  Statement  and
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 this Registration  Statement
and  to be a  part  hereof  from  the  date  of  filing  of  such
documents.  Any statement contained in a document 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  subsequently  filed  document  which  also 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 superseded,  to constitute a
part of this Registration Statement.


Item 4.  Description of Securities

                  Not applicable.

Item 5.   Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  Article  11 of  the  Registrant's  Articles  of
Incorporation,  as amended,  and Section 5.01 of the Registrant's
Bylaws,  as amended,  provide that the Registrant  shall,  to the
full  extent   permitted  by  law,   indemnify  all  Registrant's
directors,  officers,  employees, or agents. Section 2-418 of the
Maryland   General   Corporation  Law  (the  "Section")   permits
indemnification of directors, officers, employees and agents of a
corporation  under  certain  conditions  and  subject  to certain
limitations. The Section provides generally that such persons may
be  indemnified  unless they engage in a material act or omission
in bad  faith or that is the  result  of  active  and  deliberate
dishonesty; they actually receive an improper personal benefit in
money,  property  or  services;  or,  in the  case of a  criminal
proceeding, they have reasonable cause to believe that the act or
omission is  unlawful.  Provision  is made for  reimbursement  of
reasonable  expenses so long as it is finally determined that the
standards of conduct have been met.


                               II-3



<PAGE>



Item 7.  Exemption from Registration Claimed

                  Not Applicable.


Item 8.  Exhibits

<TABLE>
<CAPTION>

Exhibit Number        Exhibit

<S>                   <C>   
    4                 Instruments  Defining  the  Rights of  Stockholders.  Reference  is made to the  Registrant's
                      Registration   Statement  No.  00-16177  on  Form  8-A  which  is   incorporated   herein  by
                      reference pursuant to Item 3(c) of this Registration Statement.

    5                 Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Independent Accountants - Arthur Andersen LLP.
    23.2              Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1              1992 Stock Option Plan.
    99.2              Form of Notice of Grant of Stock Option.
    99.3              Form of Stock Option Agreement.
    99.4              Form of Notice of Grant of Non-Employee Director Automatic Stock Option.
    99.5              Form of Non-Employee Director Automatic Stock Option Agreement.
</TABLE>



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 "1933 Act") (ii) to reflect in the  prospectus  any
facts  or  events  arising  after  the  effective  date  of  this
Registration   Statement  (or  the  most  recent   post-effective
amendment  thereof)  which,  individually  or in  the  aggregate,
represent a fundamental  change in the  information  set forth in
this  Registration  Statement  and (iii) to include any  material
information   with  respect  to  the  plan  of  distribution  not
previously  disclosed  in  this  Registration  Statement  or  any
material  change  to  such   information  in  this   Registration
Statement;  provided,  however,  that clauses  (1)(i) and (1)(ii)
shall 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 1934  Act  that  are  incorporated  by
reference  into  this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 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 Registrant's 1992 Stock Option Plan.

                      B.     The  undersigned  Registrant  hereby
undertakes   that,   for    purposes    of    determining     any
liability  under the 1933 Act,  each  filing of the  Registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration
Statement  shall be  deemed  to be a new  registration  statement
relating to the securities  offered therein,  and the offering of
such  securities  at that time shall be deemed to be the  initial
bona fide offering thereof.


                               II-2



<PAGE>



                      C.     Insofar   as   indemnification   for
liabilities  arising  under   the  1933  Act  may  be   permitted
to directors,  officers or controlling  persons of the Registrant
pursuant  to  the  foregoing   provisions,   or  otherwise,   the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933
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 1933 Act and will be
governed by the final adjudication of such issue.

                               II-3



<PAGE>



                            SIGNATURES

                      Pursuant   to   the  requirements  of   the
Securities    Act   of   1933,    as  amended,    the  Registrant
certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing on Form  S-8,  and has duly
caused this Registration  Statement to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized,  in the  City  of
Gaithersburg,  State of  Maryland,  on this 26th day of December,
1995.


                           ONCOR, INC.


                           By:   /s/ Stephen Turner

                                Stephen Turner
                                Chairman of the Board of Directors
                                and Chief Executive Officer



                        POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned  officers and directors of
Oncor,  Inc., a Maryland  corporation,  do hereby  constitute and
appoint  Stephen Turner and John L. Coker,  and each of them, the
lawful attorneys-in-fact and agents with full power and authority
to do any and all  acts and  things  and to  execute  any and all
instruments  which said  attorneys and agents,  and either one of
them,  determine  may be  necessary  or  advisable or required to
enable  said  corporation  to comply with the  Securities  Act of
1933, as amended, and any rules or regulations or requirements of
the  Securities and Exchange  Commission in connection  with this
Registration  Statement.  Without  limiting the generality of the
foregoing  power and authority,  the powers  granted  include the
power and authority to sign the names of the undersigned officers
and  directors  in  the  capacities   indicated   below  to  this
Registration   Statement,   to  any  and  all  amendments,   both
pre-effective  and   post-effective,   and  supplements  to  this
Registration  Statement,  and  to  any  and  all  instruments  or
documents   filed  as  part  of  or  in  conjunction   with  this
Registration  Statement or amendments or supplements thereof, and
each of the  undersigned  hereby  ratifies and confirms  that all
said  attorneys  and agents,  or either one of them,  shall do or
cause to be done by virtue hereof.  This Power of Attorney may be
signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has
executed this Power of Attorney as of the date indicated.

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


Signature                Title                                Date




/s/ Stephen Turner       Chairman of the Board of Directors   December 26, 1995
----------------------   and Chief Executive Officer
Stephen Turner           

                               II-4



<PAGE>



                         (Principal Executive Officer)
Signature                Title                               Date




/s/ John L. Coker        Vice President - Finance and       December 26, 1995
----------------------   Administration, Secretary,
John L. Coker            Treasurer and Chief Financial
                         Officer (Principal Financial and
                         Accounting Officer)




/s/ Philip S. Schein, M.D.            Director      December 26, 1995
-----------------------------------                 
Philip S. Schein, M.D.




/s/ Timothy J. Triche, M.D., Ph.D.    Director       December 26, 1995
-----------------------------------              
Timothy J. Triche, M.D., Ph.D.




/s/ William H. Taylor II, Ph.D.       Director       December 26, 1995
-----------------------------------              
William H. Taylor II, Ph.D.




/s/ George W. Scherer                 Director       December 26, 1995
-----------------------------------              
George W. Scherer


                               II-5



<PAGE>




                SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.



                             EXHIBITS

                                TO

                             FORM S-8

                              UNDER

                      SECURITIES ACT OF 1933


                           ONCOR, INC.






<PAGE>



                          EXHIBIT INDEX


<TABLE>
<CAPTION>

        Exhibit                                                                               Sequentially Numbered
        Number        Exhibit 
                                                                                              Page
<S>                   <C>   
         4            Instruments Defining the Rights of Stockholders.  Reference is made to
                      the Registrant's Registration Statement No. 00-16177 on Form 8-A which
                      is incorporated herein by reference pursuant to Item 3(c) of this Registration Statement.

         5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
        23.1          Consent of Independent Accountants - Arthur Andersen LLP.
        23.2          Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
        24            Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
        99.1          1992 Stock Option Plan.
        99.2          Form of Notice of Grant of Stock Option.
        99.3          Form of Stock Option Agreement.
        99.4          Form of Notice of Grant of Non-Employee Director Automatic Stock Option.
        99.5          Form of Non-Employee Director Automatic Stock Option Agreement.

</TABLE>




<PAGE>



                            EXHIBIT 4

 Instruments Defining the Rights of Stockholders. Reference is made to the
 Registrant's Registration Statement No. 00-16177 on Form 8-A which is
  incorporate herein by reference pursuant to Item 3(c) of this
                     Registration Statement.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18293}]
{"company-data": {"conformed-name": "ONCOR INC", "cik": "0000806637", "assigned-sic": "2835", "irs-number": "521310084", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-81021", "film-number": "00000000"}, "business-address": {"street1": "209 PERRY PKWY", "city": "GAITHERSBURG", "state": "MD", "zip": "20877", "phone": "3019633500"}, "mail-address": {"street1": "209 PERRY PKWY", "city": "GAITHERSBURG", "state": "MD", "zip": "20877"}}
THIS DOCUMENT IS A CONFIRMING ELECTRONIC COPY OF THE FORM S-8 REGISTRATION
STATEMENT FILED IN PAPER ON DECEMBER 28, 1995.

 As filed with the Securities and Exchange Commission on December 28, 1995
                       Registration No. 33-

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    The Securities Act of 1933

                           ONCOR, INC.
      (Exact name of registrant as specified in its charter)

             MARYLAND                                 52-1310084
   (State or other jurisdiction            (IRS Employer Identification No.)
 of incorporation or organization)

                        209 PERRY PARKWAY
                   GAITHERSBURG, MARYLAND 20877
       (Address of principal executive offices) (Zip Code)

                      1992 STOCK OPTION PLAN
                     (Full title of the Plan)

                          JOHN L. COKER
           VICE PRESIDENT, FINANCE AND ADMINISTRATION,
         CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
                           ONCOR, INC.
                        209 PERRY PARKWAY
                   GAITHERSBURG, MARYLAND 20877
             (Name and address of agent for service)
                          (301) 963-3500
  (Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE
Proposed               Proposed
            Title of                                                Maximum               Maximum
           Securities                        Amount                Offering              Aggregate           Amount of
              to be                          to be                   Price               Offering          Registration
           Registered                     Registered(1)           per Share(2)           Price(2)               Fee
Options to Purchase Common Stock         500,000                  N/A                    N/A                N/A

Common Stock, $0.01 par value            500,000 shares           $4.83438               $2,421,900         $835.15
(1)      This   Registration   Statement  shall  also  cover  any
         additional  shares of Common Stock which become issuable
         under the 1992 Stock  Option Plan by reason of any stock
         dividend, stock split, recapitalization or other similar
         transaction    effected    without    the   receipt   of
         consideration which results in an increase in the number
         of the outstanding shares of Common Stock of Oncor, Inc.

(2)      Calculated  solely for purposes of this  offering  under
         Rule 457(h) of the  Securities  Act of 1933, as amended,
         on the basis of the  average of the high and low selling
         prices  per share of  Common  Stock of  Oncor,  Inc.  on
         December  19, 1995,  as reported on the Nasdaq  National
         Market.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

          Oncor, Inc. (the "Registrant")  hereby  incorporates by
reference   into  this   Registration   Statement  the  following
documents  previously  filed  with the  Securities  and  Exchange
Commission (the "SEC"):

                  a)       The  Registrant's   Annual   Report  on
                           Form 10-K  for  the  fiscal  year ended
                           December 31, 1994, filed with  the  SEC
                           on March 31, 1995;

                  b)       The Registrant's  Quarterly Reports on
                           Form  10-Q  for  the  fiscal  quarters
                           ended  March 31,  1995,  June 30, 1995
                           and September 30, 1995, filed with the
                           SEC on May 15,  1995,  August 14, 1995
                           and  November  14, 1995  respectively;
                           and

                  c)       The   Registrant's   Registration  No.
                           00-16177  on Form 8-A  filed  with the
                           SEC on August  31,  1987  pursuant  to
                           Section 12 of the Securities  Exchange
                           Act of 1934,  as  amended  (the  "1934
                           Act"), in which there is described the
                           terms,     rights    and    provisions
                           applicable    to   the    Registrant's
                           outstanding Common Stock.

                  All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this  Registration  Statement  and
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 this Registration  Statement
and  to be a  part  hereof  from  the  date  of  filing  of  such
documents.  Any statement contained in a document 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  subsequently  filed  document  which  also 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 superseded,  to constitute a
part of this Registration Statement.

Item 4.  Description of Securities

                  Not applicable.

Item 5.   Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  Article  11 of  the  Registrant's  Articles  of
Incorporation,  as amended,  and Section 5.01 of the Registrant's
Bylaws,  as amended,  provide that the Registrant  shall,  to the
full  extent   permitted  by  law,   indemnify  all  Registrant's
directors,  officers,  employees, or agents. Section 2-418 of the
Maryland   General   Corporation  Law  (the  "Section")   permits
indemnification of directors, officers, employees and agents of a
corporation  under  certain  conditions  and  subject  to certain
limitations. The Section provides generally that such persons may
be  indemnified  unless they engage in a material act or omission
in bad  faith or that is the  result  of  active  and  deliberate
dishonesty; they actually receive an improper personal benefit in
money,  property  or  services;  or,  in the  case of a  criminal
proceeding, they have reasonable cause to believe that the act or
omission is  unlawful.  Provision  is made for  reimbursement  of
reasonable  expenses so long as it is finally determined that the
standards of conduct have been met.

                               II-3
Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits
Exhibit Number        Exhibit
4                 Instruments  Defining  the  Rights of  Stockholders.  Reference  is made to the  Registrant's
                      Registration   Statement  No.  00-16177  on  Form  8-A  which  is   incorporated   herein  by
                      reference pursuant to Item 3(c) of this Registration Statement.

    5                 Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Independent Accountants - Arthur Andersen LLP.
    23.2              Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1              1992 Stock Option Plan.
    99.2              Form of Notice of Grant of Stock Option.
    99.3              Form of Stock Option Agreement.
    99.4              Form of Notice of Grant of Non-Employee Director Automatic Stock Option.
    99.5              Form of Non-Employee Director Automatic Stock Option Agreement.
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 "1933 Act") (ii) to reflect in the  prospectus  any
facts  or  events  arising  after  the  effective  date  of  this
Registration   Statement  (or  the  most  recent   post-effective
amendment  thereof)  which,  individually  or in  the  aggregate,
represent a fundamental  change in the  information  set forth in
this  Registration  Statement  and (iii) to include any  material
information   with  respect  to  the  plan  of  distribution  not
previously  disclosed  in  this  Registration  Statement  or  any
material  change  to  such   information  in  this   Registration
Statement;  provided,  however,  that clauses  (1)(i) and (1)(ii)
shall 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 1934  Act  that  are  incorporated  by
reference  into  this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 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 Registrant's 1992 Stock Option Plan.

                      B.     The  undersigned  Registrant  hereby
undertakes   that,   for    purposes    of    determining     any
liability  under the 1933 Act,  each  filing of the  Registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration
Statement  shall be  deemed  to be a new  registration  statement
relating to the securities  offered therein,  and the offering of
such  securities  at that time shall be deemed to be the  initial
bona fide offering thereof.

                               II-2
C.     Insofar   as   indemnification   for
liabilities  arising  under   the  1933  Act  may  be   permitted
to directors,  officers or controlling  persons of the Registrant
pursuant  to  the  foregoing   provisions,   or  otherwise,   the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933
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 1933 Act and will be
governed by the final adjudication of such issue.

                               II-3
SIGNATURES

                      Pursuant   to   the  requirements  of   the
Securities    Act   of   1933,    as  amended,    the  Registrant
certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing on Form  S-8,  and has duly
caused this Registration  Statement to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized,  in the  City  of
Gaithersburg,  State of  Maryland,  on this 26th day of December,
1995.

                           ONCOR, INC.

                           By:   /s/ Stephen Turner

                                Stephen Turner
                                Chairman of the Board of Directors
                                and Chief Executive Officer

                        POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned  officers and directors of
Oncor,  Inc., a Maryland  corporation,  do hereby  constitute and
appoint  Stephen Turner and John L. Coker,  and each of them, the
lawful attorneys-in-fact and agents with full power and authority
to do any and all  acts and  things  and to  execute  any and all
instruments  which said  attorneys and agents,  and either one of
them,  determine  may be  necessary  or  advisable or required to
enable  said  corporation  to comply with the  Securities  Act of
1933, as amended, and any rules or regulations or requirements of
the  Securities and Exchange  Commission in connection  with this
Registration  Statement.  Without  limiting the generality of the
foregoing  power and authority,  the powers  granted  include the
power and authority to sign the names of the undersigned officers
and  directors  in  the  capacities   indicated   below  to  this
Registration   Statement,   to  any  and  all  amendments,   both
pre-effective  and   post-effective,   and  supplements  to  this
Registration  Statement,  and  to  any  and  all  instruments  or
documents   filed  as  part  of  or  in  conjunction   with  this
Registration  Statement or amendments or supplements thereof, and
each of the  undersigned  hereby  ratifies and confirms  that all
said  attorneys  and agents,  or either one of them,  shall do or
cause to be done by virtue hereof.  This Power of Attorney may be
signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has
executed this Power of Attorney as of the date indicated.

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

Signature                Title                                Date

/s/ Stephen Turner       Chairman of the Board of Directors   December 26, 1995
----------------------   and Chief Executive Officer
Stephen Turner           

                               II-4
(Principal Executive Officer)
Signature                Title                               Date

/s/ John L. Coker        Vice President - Finance and       December 26, 1995
----------------------   Administration, Secretary,
John L. Coker            Treasurer and Chief Financial
                         Officer (Principal Financial and
                         Accounting Officer)

/s/ Philip S. Schein, M.D.            Director      December 26, 1995
-----------------------------------                 
Philip S. Schein, M.D.

/s/ Timothy J. Triche, M.D., Ph.D.    Director       December 26, 1995
-----------------------------------              
Timothy J. Triche, M.D., Ph.D.

/s/ William H. Taylor II, Ph.D.       Director       December 26, 1995
-----------------------------------              
William H. Taylor II, Ph.D.

/s/ George W. Scherer                 Director       December 26, 1995
-----------------------------------              
George W. Scherer

                               II-5
SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.

                             EXHIBITS

                                TO

                             FORM S-8

                              UNDER

                      SECURITIES ACT OF 1933

                           ONCOR, INC.
EXHIBIT INDEX
Exhibit                                                                               Sequentially Numbered
        Number        Exhibit 
                                                                                              Page
4            Instruments Defining the Rights of Stockholders.  Reference is made to
                      the Registrant's Registration Statement No. 00-16177 on Form 8-A which
                      is incorporated herein by reference pursuant to Item 3(c) of this Registration Statement.

         5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
        23.1          Consent of Independent Accountants - Arthur Andersen LLP.
        23.2          Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
        24            Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
        99.1          1992 Stock Option Plan.
        99.2          Form of Notice of Grant of Stock Option.
        99.3          Form of Stock Option Agreement.
        99.4          Form of Notice of Grant of Non-Employee Director Automatic Stock Option.
        99.5          Form of Non-Employee Director Automatic Stock Option Agreement.
EXHIBIT 4

 Instruments Defining the Rights of Stockholders. Reference is made to the
 Registrant's Registration Statement No. 00-16177 on Form 8-A which is
  incorporate herein by reference pursuant to Item 3(c) of this
                     Registration Statement.