As filed with the Securities and Exchange Commission on April 2, 2002

                                                Registration No. 333-
                                                                     ---------

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         BIO-IMAGING TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        DELAWARE                                                  11-2872047
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

826 NEWTOWN-YARDLEY ROAD, NEWTOWN, PENNSYLVANIA                   18940-1721
(Address of Principal Executive Offices)                          (Zip Code)

                            2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                MARK L. WEINSTEIN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         BIO-IMAGING TECHNOLOGIES, INC.
                            826 NEWTOWN-YARDLEY ROAD,
                        NEWTOWN, PENNSYLVANIA 18940-1721
                     (Name and Address of Agent For Service)

                                 (267) 757-1360
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================
Title of                                Proposed Maximum      Proposed
Securities to be       Amount to be      Offering Price        Maximum           Amount of
Registered            Registered(1)         Per Share         Aggregate      Registration Fee
                                                            Offering Price
---------------------------------------------------------------------------------------------
<C>                 <C>                     <C>             <C>                   <C>
Common Stock,
$0.00025 par        950,000 shares(2)       $1.20(3)        $1,140,000(3)         $104.88
value per share
===============================================================================================
</TABLE>

(1)     In  accordance  with  Rule 416  under  the  Securities  Act of 1933,  as
        amended,  this  registration  statement  shall be  deemed  to cover  any
        additional securities that may from time to time be offered or issued to
        prevent dilution resulting from stock splits, stock dividends or similar
        transactions.

(2)     Consists of 950,000 shares issuable under the 2002 Stock Incentive Plan.

(3)     Estimated  solely for the purpose of calculating  the  registration  fee
        pursuant to Rules 457(c) and 457(h) of the  Securities  Act of 1933,  as
        amended,  and based  upon the  average of the high and low prices of the
        Registrant's  Common  Stock as  reported on the  consolidated  reporting
        system on March 28, 2002.


<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     ITEM 1. PLAN INFORMATION.

     The  information  required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration  statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

     ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The written  statement  required by Item 2 is included in documents sent or
given to  participants  in the  plans  covered  by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the informational  and reporting  requirements
of Sections  13(a),  14, and 15(d) 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").  The  following  documents,  which  are on  file  with  the
Commission, are incorporated in this registration statement by reference:

     (a) The  Registrant's  latest  annual  report on Form 10-KSB for the fiscal
year ended  September  30, 2001 filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

     (c) The  description  of the common stock,  $0.00025 par value (the "Common
Stock"), contained in the Registrant's latest registration statement filed under
the Exchange Act,  including any  amendments or reports filed for the purpose of
updating such description.

     All documents  subsequently  filed by the  Registrant  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 this registration  statement and to be
part  hereof  from the  date of the  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 the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any 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.



                                     - 1 -
<PAGE>

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Hale and Dorr LLP has opined as to the  legality  of the  securities  being
offered by this registration statement. William J. Thomas, a partner of Hale and
Dorr LLP, serves as Secretary to the Registrant.

     The  consolidated  balance sheets as of September 30, 2001 and 2000 and the
consolidated statements of operations,  stockholders' equity, and cash flows for
the fiscal years ended September 30, 2001 and 2000, incorporated by reference in
this  Registration  Statement,   have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection (a) of Section 145 of the Delaware General  Corporation Law (the
"DGCL")  empowers a corporation to indemnify any person who was or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  corporation)  by reason of the fact that he
or she is or was a director,  officer, employee or agent of the 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, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the 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,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall 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  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

     Section  145  further  provides  that to the  extent a  present  or  former
director  or  officer  of a  corporation  has been  successful  on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors,



                                     - 2 -
<PAGE>

officers,  employees,  or  agents of a  constituent  corporation  absorbed  in a
consolidation  or merger and persons  serving in that capacity at the request of
the  constituent  corporation  for  another.   Section  145  also  empowers  the
corporation  to  purchase  and  maintain  insurance  on behalf of a director  or
officer of the corporation  against any liability asserted against him or her or
incurred by him or her in any such  capacity or arising out of his or her status
as such whether or not the corporation  would have the power to indemnify him or
her against such liabilities under Section 145.

     The Registrant's  certificate of  incorporation  states that the Registrant
shall  indemnify to the fullest extent  permitted by Section 145 of the DGCL, as
amended from time to time,  each person that such section  grants the Registrant
the power to indemnify. In addition, Article X of the Registrant's by-laws state
that any person made a party to any action, suit or proceeding, by reason of the
fact that he, his  testator or  intestate  representative  is or was a director,
officer or employee of the Registrant,  or of any corporation in which he served
in as such  at the  request  of the  Registrant,  shall  be  indemnified  by the
Registrant against reasonable expenses,  including attorney's fees, actually and
necessarily  incurred by him in connection with the defense of such action, suit
or proceedings,  or in connection with any appeal therein, except in relation to
matters as to which it shall be adjudged in such action, suit, or proceeding, or
in connection with any appeal therein, that such officer,  director, or employee
is liable for negligence or misconduct in the performance of his duties.

     Section  102(b)(7) of the DGCL enables a corporation in its  certificate of
incorporation  to limit  the  personal  liability  of  members  of its  board of
directors for  violation of a director's  fiduciary  duty of care.  This Section
does not,  however,  limit the liability of a director for: (i) breaching his or
her  duty of  loyalty  to the  corporation  or its  stockholders;  (ii)  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii)  violating  Sections  160 and 173 of the DGCL;  or (iv)
engaging in any transaction in which the director  derived an improper  personal
benefit. The Registrant's  certificate of incorporation  provides for limitation
of liability of directors to the fullest extent  permitted by Section  102(b)(7)
of the DGCL.

     The  Registrant  also  purchases  insurance that will be used to offset any
claims or judgments rendered against its directors or officers.

     ITEM 7. EXEMPTION FROM REGISTRATION

     Not applicable.

     ITEM 8. EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     ITEM 9. UNDERTAKINGS.

     1. 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:

                                     - 3 -
<PAGE>

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

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

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

          provided,  however,  that  paragraphs (i) and (ii) do not apply if the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed with or
          furnished to the Commission by the  Registrant  pursuant to Section 13
          or  Section  15(d)  of the  Exchange  Act  that  are  incorporated  by
          reference in the registration statement.

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

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

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

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



                                     - 4 -
<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 Newtown, Pennsylvania, on this 2nd day of April, 2002.

                                       Bio-Imaging Technologies, Inc.

                                       By: /s/ Mark L. Weinstein
                                           -------------------------------------
                                           Mark L. Weinstein
                                           President and Chief Executive Officer




                                     - 5 -
<PAGE>

                        POWER OF ATTORNEY AND SIGNATURES

     We, the  undersigned  officers and directors of  Bio-Imaging  Technologies,
Inc.,  hereby  severally  constitute  and appoint Mark L. Weinstein and Maria T.
Kraus, our true and lawful attorneys, with full power to each of them singly, to
sign for us and in our names in the capacities indicated below, the registration
statement on Form S-8 filed  herewith and any and all  subsequent  amendments to
said  registration  statement,  and generally to do all such things in our names
and on our  behalf  in our  capacities  as  officers  and  directors  to  enable
Bio-Imaging  Technologies,  Inc. to comply with the provisions of the Securities
Act of 1933, as amended,  and all  requirements  of the  Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  registration  statement and any
and all amendments thereto.

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

      SIGNATURE                        TITLE                         DATE
      ---------                        -----                         ----

/s/ Mark L. Weinstein           President, Chief Executive         April 2, 2002
----------------------------
Mark L. Weinstein               Officer, Chief Financial
                                Officer, and Director
                                (Principal executive and
                                financial officer)

/s/ Maria T. Kraus              Controller                         April 2, 2002
-----------------------------
Maria T. Kraus                  (Principal accounting officer)

/s/ James A. Bannon, Pharm.D    Director                           April 2, 2002
-----------------------------
James A. Bannon, Pharm.D.

/s/ Jeffrey H. Berg             Director                           April 2, 2002
-----------------------------
Jeffrey H. Berg

/s/ David E. Nowicki, D.M.D.    Chairman of the Board of           April 2, 2002
-----------------------------
David E. Nowicki, D.M.D.        Directors and Director

/s/ Allan E. Rubenstein, M.D.   Director                           April 2, 2002
-----------------------------
Allan E. Rubenstein, M.D.

/s/ David M. Stack              Director                           April 2, 2002
-----------------------------
David M. Stack

/s/ Paula B. Stafford           Director                           April 2, 2002
-----------------------------
Paula B. Stafford

/s/ James A. Taylor, Ph.D.      Director                           April 2, 2002
-----------------------------
James A. Taylor, Ph.D.



                                     - 6 -
<PAGE>

                                INDEX TO EXHIBITS

Number         Description
------         -----------

4.1            Restated   Certificate  of   Incorporation   of  the  Registrant.
               (Incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Registration  Statement on Form S-1 (File Number  33-47471) which
               became effective on June 18, 1992.)  (Amendments  incorporated by
               reference  to Exhibit 3.1 to the  Registrant's  Annual  Report on
               Form 10-K for the year ended  September  30, 1993 and Exhibit 3.1
               to the  Registrant's  Quarterly  Report  on Form  10-QSB  for the
               quarter ended March 31, 1995.)

4.2            Amended and Restated  By-Laws of the Registrant  (Incorporated by
               reference to Exhibit 3.1 to the Registrant's  Form 10-QSB for the
               quarter ended June 30, 2001.)

5.1            Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1           Consent of Hale and Dorr LLP
               (included in Exhibit 5.1)

23.2           Consent of Arthur Andersen LLP (Princeton, New Jersey)

23.3           Consent of Arthur Andersen LLP (Raleigh, North Carolina)

24.1           Power  of  attorney  (included  on the  signature  pages  of this
               registration statement)

99.1           2002 Stock Incentive Plan
[{"type": "S-8", "sequence": "1", "filename": "forms-8_040102.txt", "secsgml_size_bytes": 22649}]
{"company-data": {"conformed-name": "BIO IMAGING TECHNOLOGIES INC", "cik": "0000822418", "assigned-sic": "8071", "irs-number": "112872047", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85394", "film-number": "02600327"}, "business-address": {"street1": "826 NEWTOWN-YARDLEY ROAD", "city": "NEWTOWN", "state": "PA", "zip": "18940-1721", "phone": "2677571360"}, "mail-address": {"street1": "826 NEWTOWN-YARDLEY ROAD", "city": "NEWTOWN", "state": "PA", "zip": "18940-1721"}, "former-company": {"former-conformed-name": "WISE VENTURES INC", "date-changed": "19911023"}}
As filed with the Securities and Exchange Commission on April 2, 2002

                                                Registration No. 333-
                                                                     ---------

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         BIO-IMAGING TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        DELAWARE                                                  11-2872047
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

826 NEWTOWN-YARDLEY ROAD, NEWTOWN, PENNSYLVANIA                   18940-1721
(Address of Principal Executive Offices)                          (Zip Code)

                            2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                MARK L. WEINSTEIN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         BIO-IMAGING TECHNOLOGIES, INC.
                            826 NEWTOWN-YARDLEY ROAD,
                        NEWTOWN, PENNSYLVANIA 18940-1721
                     (Name and Address of Agent For Service)

                                 (267) 757-1360
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
Title of                                Proposed Maximum      Proposed
Securities to be       Amount to be      Offering Price        Maximum           Amount of
Registered            Registered(1)         Per Share         Aggregate      Registration Fee
                                                            Offering Price
---------------------------------------------------------------------------------------------
Common Stock,
$0.00025 par        950,000 shares(2)       $1.20(3)        $1,140,000(3)         $104.88
value per share
===============================================================================================
(1)     In  accordance  with  Rule 416  under  the  Securities  Act of 1933,  as
        amended,  this  registration  statement  shall be  deemed  to cover  any
        additional securities that may from time to time be offered or issued to
        prevent dilution resulting from stock splits, stock dividends or similar
        transactions.

(2)     Consists of 950,000 shares issuable under the 2002 Stock Incentive Plan.

(3)     Estimated  solely for the purpose of calculating  the  registration  fee
        pursuant to Rules 457(c) and 457(h) of the  Securities  Act of 1933,  as
        amended,  and based  upon the  average of the high and low prices of the
        Registrant's  Common  Stock as  reported on the  consolidated  reporting
        system on March 28, 2002.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     ITEM 1. PLAN INFORMATION.

     The  information  required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration  statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

     ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The written  statement  required by Item 2 is included in documents sent or
given to  participants  in the  plans  covered  by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the informational  and reporting  requirements
of Sections  13(a),  14, and 15(d) 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").  The  following  documents,  which  are on  file  with  the
Commission, are incorporated in this registration statement by reference:

     (a) The  Registrant's  latest  annual  report on Form 10-KSB for the fiscal
year ended  September  30, 2001 filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

     (c) The  description  of the common stock,  $0.00025 par value (the "Common
Stock"), contained in the Registrant's latest registration statement filed under
the Exchange Act,  including any  amendments or reports filed for the purpose of
updating such description.

     All documents  subsequently  filed by the  Registrant  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 this registration  statement and to be
part  hereof  from the  date of the  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 the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any 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.

                                     - 1 -
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Hale and Dorr LLP has opined as to the  legality  of the  securities  being
offered by this registration statement. William J. Thomas, a partner of Hale and
Dorr LLP, serves as Secretary to the Registrant.

     The  consolidated  balance sheets as of September 30, 2001 and 2000 and the
consolidated statements of operations,  stockholders' equity, and cash flows for
the fiscal years ended September 30, 2001 and 2000, incorporated by reference in
this  Registration  Statement,   have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection (a) of Section 145 of the Delaware General  Corporation Law (the
"DGCL")  empowers a corporation to indemnify any person who was or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  corporation)  by reason of the fact that he
or she is or was a director,  officer, employee or agent of the 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, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the 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,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall 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  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

     Section  145  further  provides  that to the  extent a  present  or  former
director  or  officer  of a  corporation  has been  successful  on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors,

                                     - 2 -
officers,  employees,  or  agents of a  constituent  corporation  absorbed  in a
consolidation  or merger and persons  serving in that capacity at the request of
the  constituent  corporation  for  another.   Section  145  also  empowers  the
corporation  to  purchase  and  maintain  insurance  on behalf of a director  or
officer of the corporation  against any liability asserted against him or her or
incurred by him or her in any such  capacity or arising out of his or her status
as such whether or not the corporation  would have the power to indemnify him or
her against such liabilities under Section 145.

     The Registrant's  certificate of  incorporation  states that the Registrant
shall  indemnify to the fullest extent  permitted by Section 145 of the DGCL, as
amended from time to time,  each person that such section  grants the Registrant
the power to indemnify. In addition, Article X of the Registrant's by-laws state
that any person made a party to any action, suit or proceeding, by reason of the
fact that he, his  testator or  intestate  representative  is or was a director,
officer or employee of the Registrant,  or of any corporation in which he served
in as such  at the  request  of the  Registrant,  shall  be  indemnified  by the
Registrant against reasonable expenses,  including attorney's fees, actually and
necessarily  incurred by him in connection with the defense of such action, suit
or proceedings,  or in connection with any appeal therein, except in relation to
matters as to which it shall be adjudged in such action, suit, or proceeding, or
in connection with any appeal therein, that such officer,  director, or employee
is liable for negligence or misconduct in the performance of his duties.

     Section  102(b)(7) of the DGCL enables a corporation in its  certificate of
incorporation  to limit  the  personal  liability  of  members  of its  board of
directors for  violation of a director's  fiduciary  duty of care.  This Section
does not,  however,  limit the liability of a director for: (i) breaching his or
her  duty of  loyalty  to the  corporation  or its  stockholders;  (ii)  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii)  violating  Sections  160 and 173 of the DGCL;  or (iv)
engaging in any transaction in which the director  derived an improper  personal
benefit. The Registrant's  certificate of incorporation  provides for limitation
of liability of directors to the fullest extent  permitted by Section  102(b)(7)
of the DGCL.

     The  Registrant  also  purchases  insurance that will be used to offset any
claims or judgments rendered against its directors or officers.

     ITEM 7. EXEMPTION FROM REGISTRATION

     Not applicable.

     ITEM 8. EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     ITEM 9. UNDERTAKINGS.

     1. 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:

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

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

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

          provided,  however,  that  paragraphs (i) and (ii) do not apply if the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed with or
          furnished to the Commission by the  Registrant  pursuant to Section 13
          or  Section  15(d)  of the  Exchange  Act  that  are  incorporated  by
          reference in the registration statement.

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

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

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

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

                                     - 4 -
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 Newtown, Pennsylvania, on this 2nd day of April, 2002.

                                       Bio-Imaging Technologies, Inc.

                                       By: /s/ Mark L. Weinstein
                                           -------------------------------------
                                           Mark L. Weinstein
                                           President and Chief Executive Officer

                                     - 5 -
POWER OF ATTORNEY AND SIGNATURES

     We, the  undersigned  officers and directors of  Bio-Imaging  Technologies,
Inc.,  hereby  severally  constitute  and appoint Mark L. Weinstein and Maria T.
Kraus, our true and lawful attorneys, with full power to each of them singly, to
sign for us and in our names in the capacities indicated below, the registration
statement on Form S-8 filed  herewith and any and all  subsequent  amendments to
said  registration  statement,  and generally to do all such things in our names
and on our  behalf  in our  capacities  as  officers  and  directors  to  enable
Bio-Imaging  Technologies,  Inc. to comply with the provisions of the Securities
Act of 1933, as amended,  and all  requirements  of the  Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  registration  statement and any
and all amendments thereto.

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

      SIGNATURE                        TITLE                         DATE
      ---------                        -----                         ----

/s/ Mark L. Weinstein           President, Chief Executive         April 2, 2002
----------------------------
Mark L. Weinstein               Officer, Chief Financial
                                Officer, and Director
                                (Principal executive and
                                financial officer)

/s/ Maria T. Kraus              Controller                         April 2, 2002
-----------------------------
Maria T. Kraus                  (Principal accounting officer)

/s/ James A. Bannon, Pharm.D    Director                           April 2, 2002
-----------------------------
James A. Bannon, Pharm.D.

/s/ Jeffrey H. Berg             Director                           April 2, 2002
-----------------------------
Jeffrey H. Berg

/s/ David E. Nowicki, D.M.D.    Chairman of the Board of           April 2, 2002
-----------------------------
David E. Nowicki, D.M.D.        Directors and Director

/s/ Allan E. Rubenstein, M.D.   Director                           April 2, 2002
-----------------------------
Allan E. Rubenstein, M.D.

/s/ David M. Stack              Director                           April 2, 2002
-----------------------------
David M. Stack

/s/ Paula B. Stafford           Director                           April 2, 2002
-----------------------------
Paula B. Stafford

/s/ James A. Taylor, Ph.D.      Director                           April 2, 2002
-----------------------------
James A. Taylor, Ph.D.

                                     - 6 -
INDEX TO EXHIBITS

Number         Description
------         -----------

4.1            Restated   Certificate  of   Incorporation   of  the  Registrant.
               (Incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Registration  Statement on Form S-1 (File Number  33-47471) which
               became effective on June 18, 1992.)  (Amendments  incorporated by
               reference  to Exhibit 3.1 to the  Registrant's  Annual  Report on
               Form 10-K for the year ended  September  30, 1993 and Exhibit 3.1
               to the  Registrant's  Quarterly  Report  on Form  10-QSB  for the
               quarter ended March 31, 1995.)

4.2            Amended and Restated  By-Laws of the Registrant  (Incorporated by
               reference to Exhibit 3.1 to the Registrant's  Form 10-QSB for the
               quarter ended June 30, 2001.)

5.1            Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1           Consent of Hale and Dorr LLP
               (included in Exhibit 5.1)

23.2           Consent of Arthur Andersen LLP (Princeton, New Jersey)

23.3           Consent of Arthur Andersen LLP (Raleigh, North Carolina)

24.1           Power  of  attorney  (included  on the  signature  pages  of this
               registration statement)

99.1           2002 Stock Incentive Plan