As filed with the Securities and Exchange Commission on May 2, 1995

                                                            Registration No. 33-


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

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

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

        MINNESOTA                                              41-1223933
 (State or other jurisdic-                                  (I.R.S. Employer
   tion of incorporation                                   Identification No.)
     or organization)

                            1313 SOUTH FIFTH STREET
                         HOPKINS, MINNESOTA 55343-9904
             (Address of Principal Executive Offices and zip code)

                          ____________________________

                                 INNOVEX, INC.
                             1994 STOCK OPTION PLAN
                            (Full title of the Plan)
                          ____________________________

                                Thomas W. Haley
                            Chief Executive Officer
                                 Innovex, Inc.
                            1313 South Fifth Street
                             Hopkins, MN 55343-9904
                                 (612) 938-4155
                         (Name, address, including zip
                           code and telephone number
                             of agent for service)

                                    Copy to:

                               Charles P. Moorse
                          Lindquist & Vennum P.L.L.P.
                                4200 IDS Center
                             Minneapolis, MN 55402
                                 (612) 371-3211



                        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             Per Share               Price                      Fee


<S>                           <C>                     <C>               <C>                           <C>      
         Common Stock,        200,000 shares          $24.375(1)        $4,875,000(1)                 $1,681.03
         $0.04 par value
</TABLE>

     (1)          Estimated solely for the purpose of determining the
                  registration fee pursuant to Rule 457(c) and (h) and based
                  upon the average of the high and low prices of the Company's
                  Common Stock on the Nasdaq National Market on April 28, 1995.


                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.


                                    PART II

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:

     (a) The Annual Report of the Company on Form 10-K for the fiscal year ended
September 30, 1994.

     (b) The Definitive Proxy Statement dated January 24, 1995 for the 1995
Annual Meeting of Shareholders.

     (c) The Quarterly Reports on Form 10-Q for the quarters ended December 31,
1994 and March 31, 1995.

     (d) The description of the Company's Common Stock as set forth in the
Company's Form S-1 Registration Statement dated August 12, 1986 (Registration
No. 33-6594), including any amendment or report filed for the purpose of
updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     R. J. FitzGerald, Secretary of the Company, is a partner of Lindquist &
Vennum P.L.L.P., which is the law firm passing on the validity of the securities
issued under the Plan.

Item 6. Indemnification of Directors and Officers.

     Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

     (1)  Has not been indemnified by another organization or employee benefit
          plan for the same judgments, penalties, fines, including, without
          limitation, excise taxes assessed against the person with respect to
          an employee benefit plan, settlements, and reasonable expenses,
          including attorneys' fees and disbursements, incurred by the person in
          connection with the proceeding with respect to the same acts or
          omissions;

     (2)  Acted in good faith;

     (3)  Received no improper personal benefit and section 302A.255 (Director
          Conflicts of Interest), if applicable, has been satisfied;

     (4)  In the case of a criminal proceeding, had no reasonable cause to
          believe the conduct was unlawful; and

     (5)  In the case of acts or omissions occurring in the official capacity
          described in subdivision 1, paragraph (c), clause (1) or (2),
          reasonably believed that the conduct was in the best interests of the
          corporation, or in the case of acts or omissions occurring in the
          official capacity described in subdivision 1, paragraph (c), clause
          (3), reasonably believed that the conduct was not opposed to the best
          interests of the corporation. If the person's acts or omissions
          complained of in the proceeding relate to conduct as a director,
          officer, trustee, employee, or agent of an employee benefit plan, the
          conduct is not considered to be opposed to the best interests of the
          corporation if the person reasonably believed that the conduct was in
          the best interests of the participants or beneficiaries of the
          employee benefit plan.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit

5.1      Opinion and Consent of Lindquist & Vennum P.L.L.P.
                  as to the legality of the common stock
                  offered pursuant to the stock plan
                  referred to herein

23.1     Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2     Consent of Grant Thornton L.L.P., independent certified public 
         accountants

24.1     A power of attorney is set forth on the signature page of the 
         Registration Statement.
_____________________

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;

          (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,
     represents 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 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the 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) 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.

(h) 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 connected 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.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hopkins, State of Minnesota, on April 26, 1995.

                                   INNOVEX, INC.


                                   By   /s/ Thomas W. Haley
                                      Thomas W. Haley, Chief Executive Officer


                               POWER OF ATTORNEY

     The undersigned officers and directors of Innovex, Inc. hereby constitute
and appoint Thomas W. Haley and Douglas W. Keller, or either of them, with power
to act one without the other, our true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for us and in our stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
April 26, 1995 in the capacities indicated.

Signature


/s/ Thomas W. Haley
___________________________________
Thomas W. Haley, Chairman of the Board
and Chief Executive Officer (Principal
Executive Officer) and Director


/s/ Douglas W. Keller
___________________________________
Douglas W. Keller, Corporate
Controller
(Principal Financial Officer)



/s/ Michael C. Slagle
___________________________________
Michael C. Slagle, Director



/s/ Bernt M. Tessem
___________________________________
Bernt M. Tessem, Director



/s/ Gerald M. Bestler
___________________________________
Gerald M. Bestler, Director


/s/ Willis K. Drake
___________________________________
Willis K. Drake, Director
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{"company-data": {"conformed-name": "INNOVEX INC", "cik": "0000050601", "assigned-sic": "3679", "irs-number": "411223933", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59035", "film-number": "95533910"}, "business-address": {"street1": "1313 S FIFTH ST", "city": "HOPKINS", "state": "MN", "zip": "55343-9904", "phone": "6129384155"}}
As filed with the Securities and Exchange Commission on May 2, 1995

                                                            Registration No. 33-

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

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

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

        MINNESOTA                                              41-1223933
 (State or other jurisdic-                                  (I.R.S. Employer
   tion of incorporation                                   Identification No.)
     or organization)

                            1313 SOUTH FIFTH STREET
                         HOPKINS, MINNESOTA 55343-9904
             (Address of Principal Executive Offices and zip code)

                          ____________________________

                                 INNOVEX, INC.
                             1994 STOCK OPTION PLAN
                            (Full title of the Plan)
                          ____________________________

                                Thomas W. Haley
                            Chief Executive Officer
                                 Innovex, Inc.
                            1313 South Fifth Street
                             Hopkins, MN 55343-9904
                                 (612) 938-4155
                         (Name, address, including zip
                           code and telephone number
                             of agent for service)

                                    Copy to:

                               Charles P. Moorse
                          Lindquist & Vennum P.L.L.P.
                                4200 IDS Center
                             Minneapolis, MN 55402
                                 (612) 371-3211

                        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             Per Share               Price                      Fee
Common Stock,        200,000 shares          $24.375(1)        $4,875,000(1)                 $1,681.03
         $0.04 par value
(1)          Estimated solely for the purpose of determining the
                  registration fee pursuant to Rule 457(c) and (h) and based
                  upon the average of the high and low prices of the Company's
                  Common Stock on the Nasdaq National Market on April 28, 1995.

                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                    PART II

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:

     (a) The Annual Report of the Company on Form 10-K for the fiscal year ended
September 30, 1994.

     (b) The Definitive Proxy Statement dated January 24, 1995 for the 1995
Annual Meeting of Shareholders.

     (c) The Quarterly Reports on Form 10-Q for the quarters ended December 31,
1994 and March 31, 1995.

     (d) The description of the Company's Common Stock as set forth in the
Company's Form S-1 Registration Statement dated August 12, 1986 (Registration
No. 33-6594), including any amendment or report filed for the purpose of
updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     R. J. FitzGerald, Secretary of the Company, is a partner of Lindquist &
Vennum P.L.L.P., which is the law firm passing on the validity of the securities
issued under the Plan.

Item 6. Indemnification of Directors and Officers.

     Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

     (1)  Has not been indemnified by another organization or employee benefit
          plan for the same judgments, penalties, fines, including, without
          limitation, excise taxes assessed against the person with respect to
          an employee benefit plan, settlements, and reasonable expenses,
          including attorneys' fees and disbursements, incurred by the person in
          connection with the proceeding with respect to the same acts or
          omissions;

     (2)  Acted in good faith;

     (3)  Received no improper personal benefit and section 302A.255 (Director
          Conflicts of Interest), if applicable, has been satisfied;

     (4)  In the case of a criminal proceeding, had no reasonable cause to
          believe the conduct was unlawful; and

     (5)  In the case of acts or omissions occurring in the official capacity
          described in subdivision 1, paragraph (c), clause (1) or (2),
          reasonably believed that the conduct was in the best interests of the
          corporation, or in the case of acts or omissions occurring in the
          official capacity described in subdivision 1, paragraph (c), clause
          (3), reasonably believed that the conduct was not opposed to the best
          interests of the corporation. If the person's acts or omissions
          complained of in the proceeding relate to conduct as a director,
          officer, trustee, employee, or agent of an employee benefit plan, the
          conduct is not considered to be opposed to the best interests of the
          corporation if the person reasonably believed that the conduct was in
          the best interests of the participants or beneficiaries of the
          employee benefit plan.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit

5.1      Opinion and Consent of Lindquist & Vennum P.L.L.P.
                  as to the legality of the common stock
                  offered pursuant to the stock plan
                  referred to herein

23.1     Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2     Consent of Grant Thornton L.L.P., independent certified public 
         accountants

24.1     A power of attorney is set forth on the signature page of the 
         Registration Statement.
_____________________

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;

          (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,
     represents 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 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the 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) 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.

(h) 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 connected 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.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hopkins, State of Minnesota, on April 26, 1995.

                                   INNOVEX, INC.

                                   By   /s/ Thomas W. Haley
                                      Thomas W. Haley, Chief Executive Officer

                               POWER OF ATTORNEY

     The undersigned officers and directors of Innovex, Inc. hereby constitute
and appoint Thomas W. Haley and Douglas W. Keller, or either of them, with power
to act one without the other, our true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for us and in our stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
April 26, 1995 in the capacities indicated.

Signature

/s/ Thomas W. Haley
___________________________________
Thomas W. Haley, Chairman of the Board
and Chief Executive Officer (Principal
Executive Officer) and Director

/s/ Douglas W. Keller
___________________________________
Douglas W. Keller, Corporate
Controller
(Principal Financial Officer)

/s/ Michael C. Slagle
___________________________________
Michael C. Slagle, Director

/s/ Bernt M. Tessem
___________________________________
Bernt M. Tessem, Director

/s/ Gerald M. Bestler
___________________________________
Gerald M. Bestler, Director

/s/ Willis K. Drake
___________________________________
Willis K. Drake, Director