As filed with the Securities and Exchange Commission on March 27, 2002

                                            Registration No. 333-_______________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       Mid Atlantic Medical Services, Inc.
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                       52-1481661
-------------------------------                             ----------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification No.)

                                  4 Taft Court
                            Rockville, Maryland 20850
                           --------------------------
               (Address of principal executive offices) (zip code)

                      2002 Non-Qualified Stock Option Plan
                      ------------------------------------
                              (Full title of plan)

                                Sharon C. Pavlos
                       Mid Atlantic Medical Services, Inc.
                                  4 Taft Court
                            Rockville, Maryland 20850
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (301) 251-4075
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           Alissa Altongy Parisi, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                                  Second Floor
                           Washington, D.C. 20036-1800


<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
                         -------------------------------



                                                                            Proposed
                                                  Proposed maximum          maximum                  Amount of
Title of securities        Amount to be           offering price per        aggregate offering       registration
to be registered           registered             share(1)                  price(1)                 fee
----------------           ----------             --------                  --------                 ---
<S>                        <C>
Options (2)                2,000,000

Common Stock,
par value $0.01
per share                  2,000,000 shares         $28.08                  $56,160,000              $5,166.72
</TABLE>



(1)      Inserted  solely for the purpose of calculating  the  registration  fee
         pursuant  to Rule  457(h).  The fee is  calculated  on the basis of the
         average of the high and low sales  prices for the  Registrant's  Common
         Stock  reported  on The New  York  Stock  Exchange,  Inc.  consolidated
         reporting system on March 21, 2002.

(2)      The options to be  registered  hereunder are to be  distributed  by the
         Registrant for no value.  Accordingly,  no separate registration fee is
         required.

                                     - 2 -
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents filed by Mid Atlantic Medical  Services,  Inc.
("Company") are incorporated by reference into this Registration Statement:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  December  31,  2001  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended ("Exchange Act");

                  (b) All other reports filed by the Company pursuant to Section
         13(a) or 15(d) of the  Exchange  Act since the end of the  fiscal  year
         covered by the Annual Report on Form 10-K referred to in (a) above; and

                  (c) The description of the Company's common stock contained in
         the   Registration   Statement   filed  September  12,  1994  Form  8-A
         (Registration No. 1-13340).

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the 2002  Non-Qualified  Stock  Option Plan
("Plan") that meets the  requirements  of Section 10(a) of the Securities Act of
1933, as amended ("Securities Act").

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

                                      -3-
<PAGE>


ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Delaware General  Corporation Law, the Company's  Certificate
of Incorporation and its By-Laws, the Company has broad power to indemnify,  and
under certain circumstances is required to indemnify, its directors and officers
against  liabilities  that they may incur while serving as directors or officers
of the Company,  including liabilities arising under the Securities Act. Insofar
as  indemnification  for  liabilities  arising under the  Securities  Act may be
permitted  pursuant to the foregoing  provisions,  the Company has been informed
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. The Company
also  maintains an insurance  policy for  directors  and officers  insuring them
against  certain  liabilities  incurred  by them in the  performances  of  their
duties, including liabilities under the Securities Act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         The  following  are  filed  herewith  as  part  of  this   Registration
Statement:

Exhibit No.          Description
-----------          -----------

5.1                  Opinion of Kirkpatrick & Lockhart LLP as to the legality of
                     the securities being registered

23.1                 Consent of Ernst & Young LLP, Independent Auditors

23.2                 The consent of Kirkpatrick & Lockhart LLP to the use of
                     their  opinion  as  an  exhibit  to  this  Registration
                     Statement is included in their opinion  filed  herewith
                     as Exhibit 5.1

24                   Power of Attorney (see page 7)


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:

                                      -4-
<PAGE>

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

                      (ii) To  reflect  in the  prospectus  any  facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective 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 Exchange Act
         that are incorporated by reference in the Registration Statement.

                  (2) That, for purposes 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.

         (b) 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 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the


                                      -5-
<PAGE>

registrant has been advised that in the opinion of the SEC 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.



                                      -6-
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Rockville,  State of Maryland,  on this 13th day of
February, 2002.

                                    MID ATLANTIC MEDICAL SERVICES, INC.


                                    By:  /s/ Thomas P. Barbera
                                         -------------------------------
                                         Thomas P. Barbera,
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Thomas P. Barbera,  Mark D. Groban, M.D.,
Robert E. Foss or Sharon C. Pavlos his or her  attorney-in-fact,  with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

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

<TABLE>

Signature                                     Title                                Date
---------                                     -----                                ----
<S>                                           <C>                                  <C>

/s/ Howard M. Arnold                          Director                             February 13, 2002
---------------------------------------
Howard M. Arnold


/s/ Thomas P. Barbera                         Director, President and Chief        February 13, 2002
---------------------------------------       Executive Officer (Principal
Thomas P. Barbera                             Executive Officer)


                                      -7-
<PAGE>

/s/ Francis C. Bruno                          Director                             February 13, 2002
---------------------------------------
Francis C. Bruno, M.D.


/s/ Raymond H. Cypess                         Director                             February 13, 2002
---------------------------------------
Raymond H. Cypess, D.V.M., Ph.D.


/s/ John W. Dillon                            Director                             February 13, 2002
---------------------------------------
John W. Dillon


/s/ Robert E. Foss                            Director, Senior Executive Vice      February 13, 2002
---------------------------------------       President and Chief Financial
Robert E. Foss                                Officer (Principal Financial
                                              Officer)



/s/ Mark D. Groban                            Director and Chairman of the Board   February 13, 2002
---------------------------------------
Mark D. Groban, M.D.


/s/ Christopher E. Mackail                    Senior Vice President and            February 13, 2002
---------------------------------------       Controller (Principal Accounting
Christopher E. Mackail                        Officer)



/s/ John P. Mamana                            Director                             February 13, 2002
---------------------------------------
John P. Mamana, M.D.


/s/ Edward J. Muhl                            Director                             February 13, 2002
---------------------------------------
Edward J. Muhl


/s/ Janet L. Norwood                          Director                             February 13, 2002
---------------------------------------
Janet L. Norwood



/s/ John A. Paganelli                         Director                             February 13, 2002
---------------------------------------
John A. Paganelli


                                              Director                             February       , 2002
---------------------------------------                                                     ------
Ivan R. Sabel


/s/ James A. Wild                             Director                             February 13, 2002
---------------------------------------
James A. Wild
</TABLE>


                                      -8-
<PAGE>


                                  EXHIBIT INDEX

         The following  exhibits are filed herewith as part of this Registration
Statement:

Exhibit No.           Description
-----------           -----------

5.1                   Opinion of  Kirkpatrick & Lockhart  LLP as to the legality
                      of the securities being registered

23.1                  Consent of Ernst & Young LLP, Independent Auditors

23.2                  The consent of  Kirkpatrick  & Lockhart  LLP to the use of
                      their opinion as an exhibit to this Registration Statement
                      is included in their opinion filed herewith as Exhibit 5.1

24                    Power of Attorney (see page 7)




                                      -9-
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "mams366343.txt", "secsgml_size_bytes": 18304}]
{"company-data": {"conformed-name": "MID ATLANTIC MEDICAL SERVICES INC", "cik": "0000805037", "assigned-sic": "6324", "irs-number": "521481661", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84972", "film-number": "02587657"}, "business-address": {"street1": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012945140"}, "mail-address": {"street1": "4 TAFT COURT", "street2": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
As filed with the Securities and Exchange Commission on March 27, 2002

                                            Registration No. 333-_______________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       Mid Atlantic Medical Services, Inc.
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                       52-1481661
-------------------------------                             ----------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification No.)

                                  4 Taft Court
                            Rockville, Maryland 20850
                           --------------------------
               (Address of principal executive offices) (zip code)

                      2002 Non-Qualified Stock Option Plan
                      ------------------------------------
                              (Full title of plan)

                                Sharon C. Pavlos
                       Mid Atlantic Medical Services, Inc.
                                  4 Taft Court
                            Rockville, Maryland 20850
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (301) 251-4075
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           Alissa Altongy Parisi, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                                  Second Floor
                           Washington, D.C. 20036-1800
CALCULATION OF REGISTRATION FEE
                         -------------------------------

                                                                            Proposed
                                                  Proposed maximum          maximum                  Amount of
Title of securities        Amount to be           offering price per        aggregate offering       registration
to be registered           registered             share(1)                  price(1)                 fee
----------------           ----------             --------                  --------                 ---
Options (2)                2,000,000

Common Stock,
par value $0.01
per share                  2,000,000 shares         $28.08                  $56,160,000              $5,166.72
(1)      Inserted  solely for the purpose of calculating  the  registration  fee
         pursuant  to Rule  457(h).  The fee is  calculated  on the basis of the
         average of the high and low sales  prices for the  Registrant's  Common
         Stock  reported  on The New  York  Stock  Exchange,  Inc.  consolidated
         reporting system on March 21, 2002.

(2)      The options to be  registered  hereunder are to be  distributed  by the
         Registrant for no value.  Accordingly,  no separate registration fee is
         required.

                                     - 2 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents filed by Mid Atlantic Medical  Services,  Inc.
("Company") are incorporated by reference into this Registration Statement:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  December  31,  2001  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended ("Exchange Act");

                  (b) All other reports filed by the Company pursuant to Section
         13(a) or 15(d) of the  Exchange  Act since the end of the  fiscal  year
         covered by the Annual Report on Form 10-K referred to in (a) above; and

                  (c) The description of the Company's common stock contained in
         the   Registration   Statement   filed  September  12,  1994  Form  8-A
         (Registration No. 1-13340).

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the 2002  Non-Qualified  Stock  Option Plan
("Plan") that meets the  requirements  of Section 10(a) of the Securities Act of
1933, as amended ("Securities Act").

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

                                      -3-
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Delaware General  Corporation Law, the Company's  Certificate
of Incorporation and its By-Laws, the Company has broad power to indemnify,  and
under certain circumstances is required to indemnify, its directors and officers
against  liabilities  that they may incur while serving as directors or officers
of the Company,  including liabilities arising under the Securities Act. Insofar
as  indemnification  for  liabilities  arising under the  Securities  Act may be
permitted  pursuant to the foregoing  provisions,  the Company has been informed
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. The Company
also  maintains an insurance  policy for  directors  and officers  insuring them
against  certain  liabilities  incurred  by them in the  performances  of  their
duties, including liabilities under the Securities Act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         The  following  are  filed  herewith  as  part  of  this   Registration
Statement:

Exhibit No.          Description
-----------          -----------

5.1                  Opinion of Kirkpatrick & Lockhart LLP as to the legality of
                     the securities being registered

23.1                 Consent of Ernst & Young LLP, Independent Auditors

23.2                 The consent of Kirkpatrick & Lockhart LLP to the use of
                     their  opinion  as  an  exhibit  to  this  Registration
                     Statement is included in their opinion  filed  herewith
                     as Exhibit 5.1

24                   Power of Attorney (see page 7)

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:

                                      -4-
(i) To  include  any   prospectus   required  by  Section
                  10(a)(3) of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective 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 Exchange Act
         that are incorporated by reference in the Registration Statement.

                  (2) That, for purposes 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.

         (b) 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 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the

                                      -5-
registrant has been advised that in the opinion of the SEC 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.

                                      -6-
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  Rockville,  State of Maryland,  on this 13th day of
February, 2002.

                                    MID ATLANTIC MEDICAL SERVICES, INC.

                                    By:  /s/ Thomas P. Barbera
                                         -------------------------------
                                         Thomas P. Barbera,
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Thomas P. Barbera,  Mark D. Groban, M.D.,
Robert E. Foss or Sharon C. Pavlos his or her  attorney-in-fact,  with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

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

Signature                                     Title                                Date
---------                                     -----                                ----
/s/ Howard M. Arnold                          Director                             February 13, 2002
---------------------------------------
Howard M. Arnold

/s/ Thomas P. Barbera                         Director, President and Chief        February 13, 2002
---------------------------------------       Executive Officer (Principal
Thomas P. Barbera                             Executive Officer)

                                      -7-
/s/ Francis C. Bruno                          Director                             February 13, 2002
---------------------------------------
Francis C. Bruno, M.D.

/s/ Raymond H. Cypess                         Director                             February 13, 2002
---------------------------------------
Raymond H. Cypess, D.V.M., Ph.D.

/s/ John W. Dillon                            Director                             February 13, 2002
---------------------------------------
John W. Dillon

/s/ Robert E. Foss                            Director, Senior Executive Vice      February 13, 2002
---------------------------------------       President and Chief Financial
Robert E. Foss                                Officer (Principal Financial
                                              Officer)

/s/ Mark D. Groban                            Director and Chairman of the Board   February 13, 2002
---------------------------------------
Mark D. Groban, M.D.

/s/ Christopher E. Mackail                    Senior Vice President and            February 13, 2002
---------------------------------------       Controller (Principal Accounting
Christopher E. Mackail                        Officer)

/s/ John P. Mamana                            Director                             February 13, 2002
---------------------------------------
John P. Mamana, M.D.

/s/ Edward J. Muhl                            Director                             February 13, 2002
---------------------------------------
Edward J. Muhl

/s/ Janet L. Norwood                          Director                             February 13, 2002
---------------------------------------
Janet L. Norwood

/s/ John A. Paganelli                         Director                             February 13, 2002
---------------------------------------
John A. Paganelli

                                              Director                             February       , 2002
---------------------------------------                                                     ------
Ivan R. Sabel

/s/ James A. Wild                             Director                             February 13, 2002
---------------------------------------
James A. Wild
-8-
EXHIBIT INDEX

         The following  exhibits are filed herewith as part of this Registration
Statement:

Exhibit No.           Description
-----------           -----------

5.1                   Opinion of  Kirkpatrick & Lockhart  LLP as to the legality
                      of the securities being registered

23.1                  Consent of Ernst & Young LLP, Independent Auditors

23.2                  The consent of  Kirkpatrick  & Lockhart  LLP to the use of
                      their opinion as an exhibit to this Registration Statement
                      is included in their opinion filed herewith as Exhibit 5.1

24                    Power of Attorney (see page 7)

                                      -9-