ACCUMED INTERNATIONAL INC, S-3/A, 1996-05-30

ACCUMED INTERNATIONAL INC
S-3/A, 1996-05-30
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES

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<PAGE> 1

As filed with the Securities and Exchange Commission on May 30, 1996

Registration No. 333-04715

================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

PRE-EFFECTIVE AMENDMENT NO. 1

TO
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________
ACCUMED INTERNATIONAL, INC.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
______________________

DELAWARE 36-4054899
- ------------------------------- ----------------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

920 N. Franklin Street, Suite 402
Chicago, Illinois 60610
(312) 642-9200
______________________
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_______________________
PETER P. GOMBRICH
Chief Executive Officer
AccuMed International, Inc.
920 N. Franklin Street, Suite 402
Chicago, Illinois 60610
(312) 642-9200
______________________
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________________________
Copy to:
GILLES S. ATTIA, ESQ.
Graham & James
400 Capitol Mall, Suite 2400
Sacramento, California 95814
(916) 558-6700

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

If only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered
on a delayed on continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [x]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Amount to be Proposed Proposed Maximum Amount of
Securities to be Registered Maximum Offering Aggregate Registration
Registered Price Per Share(1) Offering Price Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
Par Value $0.01 5,603,525 shares $8.00 $44,828,200 $15,458(2)
- ----------------------------------------------------------------------------------------------------------
Common Stock Underlying
Warrants and Options 2,558,254 shares $8.00 $20,466,032 $7,057(2)
==========================================================================================================
Total 8,161,779 shares $8.00 $65,294,232 $22,515(2)

==========================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act
of 1933, as amended, based on $8.00 per share, the average of the high and
low sales prices reported for the Common Stock on May 29, 1996.

(2) An aggregate filing fee of $19,954 was previously paid upon filing this
Registration Statement on May 30, 1996.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

<PAGE> 2

PROSPECTUS
8,161,779 Shares
ACCUMED INTERNATIONAL, INC.

Common Stock

This Prospectus relates to 8,161,779 (the "Shares") of Common Stock, par
value $0.01 per share (the "Common Stock"), of AccuMed International, Inc.
(formerly Alamar Biosciences, Inc., the "Company" or "AccuMed") of which
2,558,254 shares (the "Underlying Shares") are underlying Common Stock Purchase
Warrants (the "Warrants") or stock options (the "Stock Options"). The Company
will not receive any of the proceeds from any sales of the Shares, but will
receive aggregate gross proceeds if all of the Warrants and Stock Options are
exercised to acquire the Warrant Shares for cash at their respective current
exercises prices. The Registration Statement of which this Prospectus forms a
part has been filed pursuant to the terms of the Warrants and Warrant
Agreements and several registration rights agreements between the Company and
holders of the Warrants and Shares, respectively. (Holders of Warrants, Stock
Options and Shares are collectively referred to as the "Selling
Securityholders.") See "Selling Securityholders."

The Shares of Common Stock may be offered and sold from time to time by
the Selling Securityholders through ordinary brokerage transactions in the
over-the-counter market, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at negotiated prices (this
"Offering"). See "Risk Factors," "Selling Securityholders" and "Plan of
Distribution."

The closing price for the Common Stock on May 28, 1996, as reported on the
National Association of Securities Dealers Automated Quotation System
("Nasdaq"), was $8.13 per share.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS".
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
__________________

No underwriting commissions or discounts will be paid by the Company in
connection with this Offering. Estimated expenses payable by the Company in
connection with this Offering are approximately $70,000.
__________________

This date of this Prospectus is ___________, 1996.

<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports,
proxy statements and other information with the Commission. Such reports,
proxy statements and other information filed by the Company may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the following
regional offices: New York Regional Office, 7 World Trade Center, Room 1400,
New York, New York 10048 and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is
quoted on the Nasdaq SmallCap Market and reports and other information
regarding the Company may be inspected at the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.

Additional information regarding the Company and the securities offered
hereby is contained in the Registration Statement on Form S-3 (Registration No.
333-04715) of which this Prospectus forms a part, and the exhibits thereto filed
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). For further information pertaining to the Company and the
securities offered hereby, reference is made to the Registration Statement and
the exhibits thereto, which may be inspected without charge at, and copies may
be obtained at prescribed fees from, the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549.

The Company furnishes shareholders with annual reports containing audited
financial statements and other periodic reports as the Company may deem to be
appropriate or as required by law or the rules of the National Association of
Securities Dealers, Inc.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents which have heretofore been filed by the Company
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:

(1) The Company's Annual Report on Form 10-KSB for the year ended
September 30, 1995.

(2) The Company's Current Report on Form 8-K filed with the
Commission on January 16, 1996.

(3) The Company's Current Report on Form 8-K filed with the
Commission on January 17, 1996.

(4) The Company's Current Report on Form 8-K filed with the
Commission on January 19, 1996.

(5) The Company's Amendment No. 1 to the Current Report on Form
8-K/A filed with the Commission on January 24, 1996.

(6) The Company's Transition Report on Form 10-KSB for the
transition period ended December 31, 1995.

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<PAGE> 4

(7) The description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on
September 18, 1992 by which the Common Stock of the Company was
registered under Section 12 of the Exchange Act, and the
description of the Common Stock incorporated therein by
reference to the Registration Statement on Form S-1 (Regis. No.
33-48302) filed with the Commission on June 3, 1992 and amended
on June 25, 1992, July 23, 1992 and September 10, 1992, under
the caption "Description of Securities" therein.

(8) The description of the Common Stock contained in the Company's
Amendment No. 1 to Registration Statement on Form 8-A/A filed
with the Commission on January 2, 1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this Offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus 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
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference in this Prospectus (not including
exhibits and other information that is incorporated by reference unless the
exhibits are themselves specifically incorporated by reference). Requests for
such documents should be directed to AccuMed International, Inc., located at
920 N. Franklin Street, Suite 402, Chicago, Illinois 60610, Attn: Mark L.
Santor, Chief Financial Officer, telephone (312) 642-9200.

The following are trademarks of the Company "Alamar" logo and name,
READar(TM), PIPETar(TM), alamarBlue(TM), AccuMed, Inc., AccuMed International,
Inc., AccuMap(TM), Sensititre, U.S., Sensititre U.K., SensiTouch(R),
SensiLink(TM), Aris(TM), JustOne(TM), MicroBact, Sensi-Cal(TM), Amco AEPA-1(R)
and Diascan.

The Company's address is 920 N. Franklin Street, Suite 402, Chicago,
Illinois 60610, and its telephone number is (312) 642-9200.

<PAGE> 5
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS AND IN THE INFORMATION AND
DOCUMENTS INCORPORATED BY REFERENCE HEREIN. THE STATEMENTS THAT ARE NOT
HISTORICAL FACTS OR STATEMENTS OF CURRENT STATUS CONTAINED IN THIS PROSPECTUS
ARE FORWARD-LOOKING STATEMENTS (AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995) THAT INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT
LIMITED TO, THE RISKS SET FORTH IN "RISK FACTORS."

THE COMPANY

AccuMed International, Inc. (Nasdaq Symbol: ACMI) (the "Company" or
"AccuMed International") designs, manufactures and markets healthcare
diagnostic and screening products for the clinical laboratory, pharmaceutical
and veterinary segments of the healthcare industry. The Company's products
service both the microbiology and cytopathology segments of the worldwide
laboratory diagnostics market. AccuMed International is headquartered in
Chicago, with manufacturing facilities in Cleveland, Ohio and, through its
wholly-owned subsidiary, the United Kingdom.

BACKGROUND; MERGER WITH ACCUMED, INC. The Company was incorporated in
June 1988 under the name "Alamar Biosciences, Inc." under the laws of the State
of California (the "Former Alamar"). On December 29, 1995, the merger of
AccuMed, Inc., an Illinois corporation, with and into the Company (the
"Merger") was consummated pursuant to an Agreement and Plan of Reorganization
dated as of April 21, 1995 with AccuMed, Inc., as amended (the "Merger
Agreement"). Also effective on such date, the Company was reincorporated under
the laws of the State of Delaware, its name was changed to AccuMed
International, Inc., and the trading symbols for its Common Stock and Warrants
were changed from "ALMR" and "ALMRW" to "ACMI" and "ACMIW," respectively.
Pursuant to the Merger Agreement the Company issued 6,178,104 shares of Common
Stock and options to purchase an aggregate of 1,000,000 shares of Common Stock
to the former holders of AccuMed, Inc. stock and former AccuMed, Inc.
management, respectively. Pursuant to the Merger, the Company acquired its
wholly-owned subsidiary, AccuMed International, Ltd., an English registry
company ("AccuMed UK").

Prior to the Merger, the Company's business consisted of manufacturing and
marketing in vitro (i.e., outside the body) diagnostic testing products for
hospitals and reference laboratories, instruments for the interpretation and
data management of the results of such products, and a non-toxic indicator dye
for the detection of cell growth (such products are referred to collectively as
the "Alamar Product Line"). The Company has also generated revenue from
contract research projects, although no such revenue is being generated
currently. The Company has a limited operating history and limited revenues
from product sales to date.

AccuMed, Inc. was incorporated in February 1994 under the laws of the
State of Illinois. Prior to the Merger, AccuMed, Inc. was in the business of
designing, developing and marketing products for the microbiology and
cytopathology segments of the hospital and laboratory diagnostic market.
AccuMed, Inc.'s strategy had been to seek to acquire companies with products or
designs that reduce or potentially reduce costs and improve or potentially
improve the quality and efficiency of laboratory diagnosis. In February 1995,
AccuMed, Inc. acquired AccuMed UK and its business as well as certain U.S.
assets from Radiometer America, Inc. (the products of AccuMed UK are
collectively referred to as the "Sensititre Product Line"). Until such
acquisition, AccuMed, Inc. had no revenues and operations consisted of a
limited amount of research and development.

<PAGE> 6

BUSINESS OF THE COMPANY

AccuMed International is targeting the cytopathology market with its
proprietary automated cell image analysis product line for reading PAP smears
and other cytology materials. The system consists of an interactive
computer-controlled slide handling and data management system and an automatic
cell analysis system which analyzes cells by screening slides for potential
abnormalities. All systems are modular which permits them to be incorporated
into more advanced, fully-automated systems if and when such systems become
available.

AccuMed International's microbiology product line includes a series of
Minimum Inhibitory Concentration ("MIC") and identification ("ID") panels and a
range of automated instruments used to identify infectious organisms and
determine susceptibility to antimicrobial agents. The use of MIC/ID testing by
hospitals and laboratories allows physicians to diagnose the proper treatment
earlier, potentially shortening patient hospital stays.

CYTOPATHOLOGY DIVISION

PAP smear screening is conducted by specially trained and licensed
cytotechnologists who by federal law are permitted to inspect no more than
between 80 to 100 slides a day in search of abnormal cells. The clinical
laboratory services market is currently experiencing a shortage of qualified
cytotechnicians, and an increasing volume of cytologic tests to be processed.
Recognizing the need to provide tools to aid in productivity and quality while
reducing overall costs for this market, AccuMed International has developed an
automated slide handling data management system, and acquired and developed an
automated image cell analysis technology, the AcCell(TM) system.

ACCELL(TM) PRODUCTS. Marketed under the name AcCell(TM), the Company
offers cytopathology products that range from a fully automated slide handling
system to interactive cell analysis systems, all supported by an integrated
data management system. The AcCell(TM) system was initially developed for PAP
smear analysis, however, management believes that the system has a broad range
of cytopathology, pathology and histology applications beyond cervical PAP
smear screening. All systems are modular and allow for migration to more
advanced, fully automated systems.

The AcCell(TM) system accepts conventionally stained slides, reviews the
entire slide and automatically identifies any areas that require human review.
The coordinates of all suspicious areas can be electronically retained for easy
access and reference by the lab technician. Some AcCell(TM) models are
designed to use digital imagery to scan specimen slides. At each inspection
point a digital image is created and analyzed by the AcCell(TM) system using
proprietary software, hardware and image analysis systems.

AUTOMATIC SLIDE HANDLING SYSTEM. The AcCell(TM) products include a
software and data management package designed to be used in conjunction with
laboratory microscopes. As the slides move through the microscope, a
technician can observe the slide through a high resolution color video monitor
or microscope, thus avoiding use of the microscope, which can be strenuous. As
a system or individual component, the auto slide handling device offers
additional capacity, bar coding, digital storage of information, identification
and retrieval capabilities and auto focus capabilities. In addition, the
device can assist the technician in locating the exact location of
abnormalities and fits with all commonly used cytology/pathology laboratory
microscopes. The system does not require FDA approval, and
management expects to begin marketing the Automatic Slide Handling System in
the third quarter of 1996.

ACCELL(TM) 3000. The AcCell(TM) 3000 is a series of productivity
enhancement tools to be used for pre-

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screening conventionally prepared PAP smear specimens. The purpose of the pre-
screening is to detect areas of the slide that are either vacant or contain
clumps of material or blood which cannot be interpreted by the technician. The
resulting computer map produced by the AcCell(TM) 3000 system is designed to
guide the technician to only those portions of the slide which may contain
abnormal cells. A technician can access this map through a database and follow
the map by using the AcCell(TM) 2000 instrument.

Pre-market approval by the FDA is required prior to any sales in the
United States of the AcCell(TM) 3000 system. If such approval is obtained (of
which there can be no assurance), management anticipates that the Company will
hire sales specialists targeting geographical regions in the U.S., as well as
several representatives responsible for education, training and overall
support. The Company anticipates initiating marketing programs with major
laboratories and hospitals, as well as small independent laboratories to
increase sales of various systems. Management expects the Company to initiate
clinical testing in late 1996.

MICROBIOLOGY DIVISION

The Alamar Product Line and the Sensititre Product Line together provide a
range of complementary products to service the susceptibility and
identification segments of the laboratory diagnostic marketplace. These
product lines target both the high and low end volume users within the
laboratory diagnostics market.

SENSITITRE PRODUCT LINE. AccuMed UK with its Sensititre Product Line is a
leader in veterinary and pharmaceutical new drug development susceptibility and
identification testing. AccuMed UK was one of the first companies to introduce
a range of systems for antimicrobic sensitivity testing utilizing microwell
plate technology. The patented process developed by AccuMed UK has the ability
to "dry-down," which secure, antimicrobics in the well of the microplate
without loss of biological activity.

The Sensititre Product Line consists of four principal instruments, each
of which uses compatible technologies, and allows customers to upgrade. Such
products incorporate a range of accessories including substrate strips, dosing
heads, broths, and test plates for both susceptibility and identification
applications.

The Sensititre Product Line's microplate technology is based on AccuMed
UK's patented dry-form 96 well microwell plates. Microwell plates were
developed for susceptibility testing and can be manufactured both to a standard
configuration, and customer specification. These products include gram
negative and gram positive auto-identification plates. The Sensititre Product
Line microplates include the following.

JUST ONE STRIP. JustOne,(TM) is a single row of wells that can be
used to test one antibiotic rather than using an entire plate. This technology
was developed in conjunction with pharmaceutical companies to assist in the
marketing and product launching efforts for a new drug.

AUTOREADER. The AutoReader is a computerized, self-contained single
excitation/detection wavelength fluorimeter, designed to rapidly measure
intensity levels of fluorescence from automated microbiology test plates.

ARIS(TM). ARIS(TM) is a totally automated plate handling, incubating
and reading module that offers robotic processing of testing plates. ARIS(TM)
has a capacity of 64 plates, of any type and combination of MIC/Breakpoint and
Autoidentification. For use in larger laboratories, ARIS(TM) can be expanded by
linking multiple units to the single host computer.

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SENSITITRE AUTOMATED MICROBIOLOGY SYSTEM ("SAMS"). SAMS is a
sophisticated data management system which provides a wide range of data
tracking and reporting capabilities in connection with the Sensititre MIC/ID
Product line.

ALAMAR PRODUCT LINE. A MIC/ID test panel is a clinical diagnostic system
for the identification of infectious organisms, and the determination of the
organism's susceptibility to antimicrobial agents at a variety of minimum
inhibitory concentrations of antibiotics. The use of MIC/ID testing by
hospitals and laboratories allows physicians to diagnose the proper treatment
earlier, potentially shortening patient hospital stays. Also, by having a
choice of antibiotics, the physician can choose the least expensive and/or the
most compatible antimicrobial treatment for the patient.

The Alamar Product Line's manual MIC/ID testing system is a proprietary
disposable test kit system to diagnose the most effective type and dosage of
antibiotics in cases involving bacterial infection and to identify the
bacterium suspected of causing such infection. The manual MIC/ID testing
systems incorporate the Company's proprietary alamarBlue(TM) technology.
alamarBlue(TM) is a colorimetric interpretation which measures oxidation by
producing a distinctive color change in order to indicate the proliferation of
cells.

SEMI-AUTOMATED READING PRODUCTS. In order to compete in other segments of
the MIC/ID testing products market, the Company has developed a semi-automated
reading instrument ("READar(TM)"), and a related computerized data management
system. READar(TM) is an automated panel reader. READar's fluorescent reading
produces highly sensitive, reproducible and accurate results in less than 20
seconds. The Alamar Product Line MIC/ID testing kits are designed to be read
both manually and by the READar(TM).

The Company supplies its customers with an internally developed software
package and with personal computers purchased "off the shelf" for purposes of
management of the data generated by the READar(TM). No FDA marketing clearance
is required to market the Company's software package in the U.S. The list
price of a complete system, including the READar(TM) and the Company's data
management system, is $30,000.

TURN-KEY LABORATORY SERVICES GROUP. In addition to selling
susceptibility/ID systems, AccuMed International has established a laboratory
services group to provide "turn-key" antibiotic drug development and testing
services for major pharmaceutical manufacturers. The group has contracts with
approximately three pharmaceutical companies.

ALAMARBLUE(TM) LICENSE AGREEMENT WITH BECTON DICKINSON

alamarBlue(TM) is a non-toxic, water-soluble indicator dye which measures
cell growth for in vitro testing. alamarBlue(TM) is a "reagent" (i.e. a
substance used to detect and measure other substances) that is designed to be
used in place of established reagents such as MTT, XTT, or neutral red
reagents. The reagent can be interpreted visually due to the color change, or
even more precisely using an instrument to measure the accompanying fluorescent
response.

On October 11, 1995, the Company entered into a License Agent (the
"License Agreement") with Becton Dickinson & Co., Inc. ("Becton") pursuant to
which the Company granted Becton a semi-exclusive, worldwide license of the
Company's alamarBlue(TM) technology for a specific field of use. Pursuant to
the License Agreement, Becton has been granted rights in and to all of the
Company's alamarBlue(TM) technology and related trade secrets, know-how and
patent rights (the "Licensed Technology"). Such license is

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exclusive to Becton; however, the license permits the Company to continue to
practice all rights in the Licensed Technology, subject to certain restrictions
on the Company's ability to engage in significant transactions with substantial
competitors of Becton. The license is limited to certain applications in the
microbiology market. Becton is obligated to pay royalties on net sales of any
product which encompasses or incorporates the Licensed Technology for five
years, subject to certain conditions and restrictions. As of the date of this
Prospectus, a total of $3,500,000 in license fees has been received from Becton
by the Company, of which $500,000 will be creditable against future royalties.

INTELLECTUAL PROPERTY

On March 26, 1996, the U.S. Patent and Trademark Office (the "PTO") issued
to the Company Patent No. 5,501,959 in response to the Company's patent
application entitled "Antibiotic and Cytotoxic Drug Susceptibility Assays Using
Resazurin and Poising Agents" (the "AccuMed Patent"). The patent application
filed by Michael Lancaster in 1989 and assigned to the Company. The AccuMed
Patent provides patent protection for a portion of the Company's technology
when used in conjunction with a "poising" agent used to stabilize the bacterial
susceptibility process. The European Patent office has issued to the Company a
notice of intent to grant a European patent relating to the AccuMed Patent.

As a result of the Merger, the Company has obtained certain licenses on
several U.S. and foreign patents and other intellectual property rights
regarding aspects of the technology embodied in the Sensititre Product Line by
virtue of the acquisition of AccuMed UK as a wholly-owned subsidiary. Between
January 1994 and December 1995, AccuMed, Inc., filed or was assigned and
aggregate of six U.S. patent applications which have been acquired by the
Company as a result of the Merger. The products or technologies covered by
such patent applications include blood culture, AcCell(TM) 2000 and AcCell(TM)
3000. The Company has also applied during 1996 for six additional U.S.
patents relating to the optical imaging technology acquired in the Merger. The
Company was advised in March 1996 that two the applications relating to blood
culture have been allowed; management anticipates that such patents will issue
in 1996. There can be no assurance that the aforementioned patents and
licenses will adequately protect the Company from potential infringers. In
addition, since patent applications in the U.S. are maintained in secrecy until
patents issue, and since publications of discoveries in the scientific or
patent literature tend to lag behind actual discoveries by several months, the
Company cannot be certain that it was the first creator of inventions covered
by pending patent applications or that such companies were the first to file
patent applications for such inventions, and there can be no assurance that
patents currently in application will ever be issued.

On November 14, 1994, the Company filed a civil action in U.S. District
Court for the Eastern District of California (the "Complaint") against Difco
Laboratories, Inc. and Pasco Laboratories, Inc. (collectively, "Difco") seeking
compensatory damages in excess of $25 million, punitive damages, an injunction
against the further use and/or disclosure of the Company's trade secrets and
confidential information, and for a constructive trust to transfer U.S. Patent
No. 5,164,301 (the "301 Patent") to the Company. The Complaint alleged that
Difco and a former employee of Difco were issued the 301 Patent on November 17,
1992 by misusing proprietary information that Difco personnel misappropriated
from the Company in violation of a June 3, 1988 Confidentiality and Non-Use
Agreement between the Company and Difco (the "Confidentiality Agreement"). The
Company's U.S. patent application was filed in January 1989, and the Company
believes that the application for the 301 Patent issued to Difco was filed in
June 1990. On February 27, 1996, the Company entered into a Settlement
Agreement and Mutual Release (the "Settlement Agreement") in connection with
the Complaint. Pursuant to the Settlement Agreement the parties have settled
the controversies between them raised in the Complaint and related civil
actions and the Complaint and related civil actions were dismissed by mutual
consent and the order of the court on

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March 11, 1996. The terms of the Settlement Agreement are confidential and may
not be disclosed publicly, except as required by law or generally accepted
accounting principles, without the mutual agreement of the parties.

On May 2, 1995, the Company received notice that MicroScan, Inc.
("MicroScan"), a wholly-owned subsidiary of Dade International, Inc., filed an
intervention complaint with the court against both the Company and Difco, which
alleged that one of the Company's founders misappropriated confidential
information of MicroScan while an employee of MicroScan prior to co-founding
the Company in 1988, and used such information to develop the Company's
technology. On October 13, 1995, summary judgment was granted in favor of the
Company dismissing the MicroScan intervention complaint with prejudice.
Microscan did not appeal the judgment. On February 23, 1996, the court granted
the Company's motion that Microscan be required to pay the Company's attorneys
fees of approximately $120,000 on the basis that Microscan's intervention
complaint was made in bad faith.

Despite settlement of the controversies with Difco and entry of summary
judgment against Microscan, there can be no assurances that the Company will
not become a party to future litigation involving other parties in connection
with its intellectual property rights.

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THE OFFERING

Securities offered .......... 8,161,779 shares of Common Stock offered
by the Selling Securityholders.

Common Stock outstanding
after the offering (1) ..... 21,471,488 shares.

Use of Proceeds ............. The Company will not receive any proceeds from
the sale of the Common Stock by the Selling
Securityholders. Proceeds to the Company
pursuant to warrant exercises by the Selling
Securityholders, estimated to be approximately
$6,114,655 if all the Warrant Shares are
issued pursuant to cash exercises of the
Warrants, will be used by the Company for
general corporate purposes, including research
and development, sales and marketing,
manufacturing equipment and facilities and
working capital.

Nasdaq Common Stock Symbol .. ACMI

(1) Does not include (i) 3,508,403 shares reserved for issuance upon exercise
of outstanding warrants; (ii) 1,477,777 reserved for issuance upon
the exercise of outstanding stock options, or (iii) 185,672 shares
reserved for issuance upon exercise of options available for future grant
under the Company's employee benefit plans.

RISK FACTORS

The statements that are not historical facts or statements of current
status contained in this Prospectus are forward-looking statements (as defined
in the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties, including, but not limited to, the risks set forth in "Risk
Factors." The decision of whether to make an investment in the Common Stock
involves an analysis of certain risks, including but not limited to, the risk
factors set forth in this Prospectus. Each potential investor is urged to
carefully consider the risks inherent in the recently consummated Merger, the
Company's significant and continuing operating losses, the regulatory
environment in which the Company operates, volatility of the Company's stock
price, and the uncertainty of the cost of integration and consolidation of the
recently merged companies. See "Risk Factors."

10
<PAGE> 12

RISK FACTORS

The securities offered hereby involve a high degree of risk, including,
but not necessarily limited to, the risk factors described below. Each
prospective investor should carefully consider the following risk factors
inherent in and affecting the business of the Company and this Offering before
making an investment decision. The statements that are not historical facts or
statements of current status contained in this Prospectus are forward-looking
statements that involve risks and uncertainties including, but not limited to,
the factors set forth below.

POSSIBLE NEED FOR ADDITIONAL FINANCING. The Company anticipates that it
will be required to obtain additional financing during the next 12 months to
successfully carry out its business plan, and there can be no assurances that
such funding will be available. If the Company is unable to raise additional
funding, current resources will be reallocated and appropriate reductions will
be made to the business plan.

Of the approximately $2,400,000 of accounts payable as of March 31, 1996
approximately $1,000,000 represents amounts payable for over 30 days. Amounts
owed to various vendors and suppliers are subject to late charges of
approximately 1.5% per month. In the event the Company is unable to increase
cash resources, significant demand on payables in excess of cash resources
could cause the Company to liquidate assets, issue additional equity
securities, curtail existing programs or make other arrangements that could
have a material adverse effect on the business and prospects of the Company.

Future design, development, testing and FDA submission costs will continue
to be significant with respect to products not currently marketed, and the
Company will also have significant capital requirements associated with
marketing its current products. The Company has been substantially dependent
on the private placements of its debt and equity securities and the proceeds of
its initial public offering of securities consummated in October 1992 (the
"IPO") to fund such requirements. Such private placements and the IPO have
raised approximately $20,483,000 in aggregate gross proceeds. There can be no
assurances that the Company will be able to obtain additional financing, or
that, if available, such additional financing would be on terms acceptable to
the Company.

LIMITED RELEVANT OPERATING HISTORY; SIGNIFICANT OPERATING LOSSES;
ACCUMULATED DEFICIT; UNCERTAINTY OF COSTS OF INTEGRATION AND CONSOLIDATION.
Although the Company was formed in 1988 (as Alamar Biosciences, Inc.), until
early 1994 the Company was engaged primarily in research and development and
prior to the Merger had not realized any significant revenues from product
sales. AccuMed, Inc. was incorporated in February 1994 and in February 1995
acquired AccuMed UK and its business as well as certain U.S. assets from
Radiometer America, Inc. Until such acquisition, AccuMed, Inc. had no revenues
and operations consisted of a limited amount of research and development.
Accordingly, although AccuMed UK had a significant operating history and revenue
from sales, AccuMed, Inc. had very limited operating history prior to the
Merger. Upon consummation of the Merger on December 29, the operations of the
Former Alamar and AccuMed, Inc. were combined and the resulting company began to
manufacture and sell both the Alamar Product Line and the Sensititre Product
Line. According, the combined company resulting from the Merger has a limited
relevant operating history upon which an evaluation of the Company's prospects
can be made. Such prospects must be considered in light of the risks, expenses
and difficulties frequently encountered in the establishment of a new business
in a continually evolving industry characterized by an increasing number of
market entrants and intense competition; the risks, expenses and difficulties
encountered in the shift from development to commercialization of new products
based on innovative technology; and the possible risks and expenses

11
<PAGE> 13

associated with integrating the operations of the two recently merged companies.
To date, the Company has incurred significant operating losses in each fiscal
quarter since its inception. For the years ended September 30, 1993, 1994 and
1995, and the three months ended December 31, 1995 the Company's operating
losses were $3,192,039, $3,146,476, $3,707,391 and $5,662,194, respectively and,
at March 31, 1995, the Company had an accumulated deficit of $ 25,410,621. Such
losses are continuing and are expected to continue for the foreseeable future
and until such time, if ever, as the Company is able to attain sales levels
sufficient to support its operations. Further, there can be no assurance that
the Company will be able to implement successfully its operating strategy,
generate increased revenues or ever achieve profitable operations.

The costs of integration and consolidation of the recently merged
companies as a single enterprise could prove substantial and the Company may be
required to raise additional funds to cover such costs. There can be no
assurance that the integration and consolidation of the recently merged
companies into a single entity will not face unforseen problems which could
materially increase the cost and delay the timing of such integration and
consolidation.

INDEBTEDNESS. The Company has indebtedness in the currently
outstanding principal amount of $555,000 evidenced by certain promissory notes
held by First Bank and Trust Company of Illinois ("First Bank") which are
payable on the earlier of upon demand by First Bank and April 30, 1996. The
Company attempted to repay in full the amounts owed to First Bank prior to
April 30, 1996, but such payment was rejected due to a dispute regarding fees
payable to First Bank. As of the date of this Prospectus, the Company has not
yet resolved such disputed amounts although negotiations are underway. And,
upon agreement of such disputes, the Company plans to repay the notes. Such
failure to pay constitutes an event of default, however, First Bank has not
sought to enforce available remedies, including foreclosing on the Certificates
of Deposit of the Company in the aggregate amount of $310,000 and other assets
of the Company which are pledged to secure the Company's obligations to First
Bank in order to satisfy the indebtedness. There can be no assurances that
First Bank will forebear from foreclosing prior to repayment, if any.

PROTECTION OF INTELLECTUAL PROPERTY. On March 26, 1996, the U.S. Patent
and Trademark Office issued to the Company Patent No. 5,501,959 in response to
the Company's patent application entitled "Antibiotic and Cytotoxic Drug
Susceptibility Assays Using Resazurin and Poising Agents" (the "AccuMed
Patent"). The patent application filed by Michael Lancaster in 1989 and
assigned to the Company. The AccuMed Patent provides patent protection for a
portion of the Company's technology when used in conjunction with a "poising"
agent used to stabilize the bacterial susceptibility process. The European
Patent office has issued to the Company a notice of intent to grant a European
patent relating to the AccuMed Patent. Despite issuance of the AccuMed Patent
there can be no assurances that the AccuMed Patent will afford the Company
commercially significant protection of the covered technologies.

As a result of the Merger, the Company has obtained certain licenses on
several U.S. and foreign patents and other intellectual property rights
regarding aspects of the technology embodied in the Sensititre Product Line by
virtue of the acquisition of AccuMed UK as a wholly-owned subsidiary. Between
January 1994 and December 1995, AccuMed, Inc., filed or was assigned and
aggregate of six U.S. patent applications which have been acquired by the
Company as a result of the Merger. The products or technologies covered by such
patent applications include blood culture, AcCell(TM) 2000 and AcCell(TM) 3000.
The Company has also applied during 1996 for six additional U.S. patents
relating to the optical imaging technology acquired in the Merger. There can be
no assurance that the aforementioned patents and licenses will adequately
protect the Company from potential infringers. In addition, since patent
applications in the U.S. are maintained in secrecy until patents issue, and
since publications of discoveries in the scientific or patent literature tend to
lag behind actual discoveries by several months, the Company cannot be certain

12
<PAGE> 14

that AccuMed, Inc. or AccuMed UK was the first creator of inventions covered by
pending patent applications or that such companies were the first to file patent
applications for such inventions, and there can be no assurance that patents
currently in application will ever be issued.

The Company may, in the future, file additional patent applications;
however, there can be no assurances that the Company will be successful in
obtaining approval of any future patent applications it files with respect to
its technologies.

The Company also relies for protection of its intellectual property on
trade secret law and nondisclosure and confidentiality agreements with its
employees, consultants, distributors, researchers and advisors. There can be
no assurances that such agreements will provide meaningful protection for the
Company's trade secrets or proprietary know-how in the event of any
unauthorized use or disclosure of such trade secrets or know-how. In addition,
others may obtain access to or independently develop technologies or know-how
similar to that of the Company.

The Company's success will also depend on its ability to avoid
infringement of patent or other proprietary rights of others. The Company is
not aware that it is infringing any such rights of a third-party,

13
<PAGE> 15

nor is it aware of proprietary rights of others for which it will be required to
obtain a license in order to develop its products. However, there can be no
assurances that the Company is not infringing proprietary rights of others, or
that the Company will be able to obtain any technology licenses it may require
in the future.

UNCERTAINTY OF MANUFACTURING. The Company's manufacturing facility in
Sacramento, California, was closed effective August 31, 1995. From July 1,
1995 through consummation of the Merger on December 29, 1995, the Company's
products were manufactured in AccuMed UK's Grinstead, U.K. facility pursuant to
a Manufacturing and Supply Agreement between the Company and AccuMed UK (then a
wholly-owned subsidiary of AccuMed, Inc., which became a wholly-owned
subsidiary of the Company as a result of the Merger). Upon consummation of the
Merger on December 29, 1995, the Company acquired AccuMed UK's manufacturing
facility near London, England. The Company has had no experience operating a
facility in the United Kingdom and the Company's ability to successfully
operate such a facility will depend on it's ability to hire and retain skilled
management, production, engineering and other personnel to operate the
facility. Since consummation of the Merger, the Alamar Product Line and the
Sensititre Product Line are being manufactured at AccuMed UK's United Kingdom
facility acquired as a result of the Merger. While it is expected that
consolidation of AccuMed, Inc's and the Company's manufacturing operations may
result in certain economies of scale, there can be no assurances that the
Company's products will ever be manufactured in a cost-effective manner.

The Company's Cytopathology Division has only recently developed the
AcCell(TM) system that uses certain optical image technology and automated cell
image analysis to analyze slides that contain biological material such as PAP
smears. Sales and marketing of the AcCell(TM) products have not yet begun.
There can be no assurances that the Company will be able to enter into
arrangements that will lead to the cost-effective manufacture of the AcCell(TM)
products. In addition, the READar(TM) instrument and the PIPETar(TM)
instrument are manufactured for the Company by the developers of such products
or by other outside vendors. There can be no assurances that any of these
developers or vendors will be able to manufacture Alamar Product Line's current
and proposed automated reading or related products in a cost-effective manner.

DELAYED OR UNSUCCESSFUL PRODUCT DEVELOPMENT. The Company's Cytopathology
Division has only recently developed the AcCell(TM) systems which use certain
optical image technology and automated cell image analysis to analyze slides
that contain biological material such as PAP smears. The AcCell(TM) 3000 system
requires pre-market approval from the FDA before sales may be made in the U.S.
The Company anticipates commencing clinical testing of such product in late 1996
and anticipates submitting to the FDA a Pre-Market Application (PMA) or 510(k)
Notification in the first quarter of 1997. There can be no assurances that such
application will receive the necessary FDA approval. FDA approval is not
required to sell the AcCell(TM) systems outside the U.S.

The Sensititre Product Line's proposed blood culture products are in the
development stage. There can be no assurances that any of such products will
be fully developed or, if developed, that any of such products will receive the
necessary FDA clearance or approval for marketing. Even if such clearance or
approval is received, there can be no assurances that the proposed products
will be accepted by the market.

GOVERNMENT REGULATION. The Company's products and manufacturing processes
are regulated by state and federal agencies, including the FDA and comparable
agencies in certain states and other countries. United States regulatory
requirements promulgated under the Federal Food, Drug, and Cosmetic Act (the
"FD&C Act") provide that many of the Company's products may not be shipped in
interstate commerce without prior authorization from the FDA. Such
authorization is based on a review

14
<PAGE> 16

of the products' safety and effectiveness for their intended uses. Medical
devices may be authorized by the FDA for marketing either pursuant to a
premarket notification under Section 510(k) of the FD&C Act (a "510(k)
Notification") or a PMA.

The AcCell(TM) 3000 system may not be sold in the United States unless and
until the Company has obtained FDA approval of a PMA submission. A PMA
consists of information sufficient to establish independently that a device is
safe and effective for its intended use. By statute, the FDA is required to
respond to a PMA within 180 days from the date of its submission, however, the
approval process usually takes substantially longer. Management estimates that
the entire process of receiving pre-market approval of the complete system
could take up to two years after submission of initial clinical data which
management estimates will be submitted in early 1997. There can be no
assurances that the Company will receive FDA marketing approval for such
product or, if received, that such approval will not be withdrawn. Marketing
of the AcCell(TM) 3000 system outside of the U.S. does not require FDA
clearance or approval, and marketing of the AcCell(TM) 2000 throughout the
world does not require and FDA submissions or approvals.

The Company's Microbiology Division products for bacterial identification
and susceptibility testing require the submission to the FDA of certain
information prior to marketing to obtain a 510(k) Notification. Among other
things, the Company must show that its products are "substantially equivalent"
in terms of safety and effectiveness to existing products which are currently
permitted to be marketed. The Company is permitted to begin marketing a product
as to which it has submitted a 510(k) Notification at such time as the FDA
issues a written finding of "substantial equivalence." Requests for additional
information may delay the market introduction of certain of the Company's
products and in practice initial approval of products can take substantially
longer than the statutorily prescribed period of 90 days. All of the Company's
current Alamar Product Line products that require FDA clearance have been
cleared for marketing pursuant to 510(k) Notifications. The Alamar Product Line
manual ID/MIC testing kits require the submission to the FDA of a 510(k)
Notification with respect to each antibiotic to be tested by the Company's kits.
To date, the Company has submitted 510(k) Notifications, and obtained findings
of "substantial equivalence," for the Gram Negative Test Kit's testing of 32 out
of the approximately 35 antibiotics commonly used to fight gram negative
bacteria and for the Gram Positive Test Kit's testing of 21 out of the
approximately 22 antibiotics commonly used to fight gram positive bacteria. The
Company has also received marketing clearance for four separate 510(k)
Notifications with respect to the READar(TM) system. The Company expects to
submit applications to add individual antibiotics to the those previously
cleared for the Gram Negative and Gram Positive Test Kits as the market
warrants. However, the Company has experienced significant delays at the FDA in
the recent past, and there can be no assurances that clearances will continue to
be obtained as quickly as in the past or that the FDA will find "substantial
equivalence" for these additional antibiotics.

There can be no assurances that such a delay will not occur or that any of
the Company's proposed future products not currently being marketed will be
cleared or approved by the FDA. Failure to obtain marketing clearance or
approval for proposed future products may have a material adverse effect on the
Company.

In addition, the Company is subject to certain FDA registration,
record-keeping and reporting requirements, is obligated to follow FDA "Good
Manufacturing Practices" ("GMP") regulations and is subject to periodic FDA
inspection. The AccuMed UK manufacturing facility used to manufacture the
Company's products meet applicable GMP guidelines and FDA regulations. There
can be no assurances, however, that the facilities used to manufacture the
Company's products will continue to meet GMP guidelines. Future changes in
regulations or enforcement policies could impose more stringent requirements on
the Company, compliance with which could adversely affect the Company's
business.

15
<PAGE> 17

In connection with the Merger the required Notice of the relocation of
manufacturing of the Alamar Product Line from Sacramento, California to East
Grinstead, England has been provided to the FDA.

TECHNOLOGICAL CHANGE AND COMPETITION. The Company's AcCell(TM) systems,
if marketed abroad and if approved by the FDA and marketed in the U.S. (of
which there can be no assurances), face competition from companies that are
developing competing systems. The Company believes that other companies
developing automated cytology products may possess greater development
resources than the Company. The Company is currently aware of five companies
that have systems in various stages of development for automated PAP smear
screening. To date, management believes that none of these companies has
received FDA approval for such products. Most of such companies are developing
fully automated systems which are intended to eliminate or reduce the need for
cytotechnicians who interpret smears visually. Such systems require stringent
FDA testing.

The market for the Company's microbiology products is highly competitive,
and the Company competes with numerous well-established foreign and domestic
companies, most of which possess substantially greater financial, technical,
marketing, personnel and other resources than the Company and have established
reputations for success in the development, sale and service of manual and/or
automated in vitro diagnostic testing products. A significant portion of the
ID/MIC testing market in the United States is controlled by two companies,
Microscan and bioMerieux Vitek. These companies market a broad range of
medically related products and have resources far greater than those of the
Company. In addition, the Company is aware of several potential competitors
with similar competitive advantages in markets that the Company intends to enter
in the future. There can be no assurances that other technologies or products
which are functionally similar to those of the Company are not currently
available or under development, or that other companies with expertise and
resources that would encourage them to attempt to develop and market competitive
products will not develop new products directly competitive with the Company's
products. In addition, the medical diagnostic products market is characterized
by changing technology and evolving industry standards sometimes resulting in
product obsolescence or short product life cycles. Accordingly, the ability of
the Company to compete over the long-term will be dependent on the Company's
ability to introduce its products to the marketplace in a timely manner and
maintain a technically competent research and development staff which can
continually enhance and improve such products and successfully develop and
market new products. There can be no assurances that the Company will be able
to keep pace with technological developments or that its products will not
become obsolete.

DEPENDENCE ON KEY EMPLOYEES. The Company believes that its success will
depend to a significant extent upon the efforts and abilities of a small group
of executive, scientific and marketing personnel, in particular Peter P.
Gombrich the Company's Chief Executive Officer and Chairman of the Board. The
loss of the services of one or more of these key personnel could have a
material adverse effect on the Company. In addition, the Company's future
success will depend upon its ability to continue to attract and retain
qualified scientific and management personnel who are in great demand. There
can be no assurances that the Company will be successful in attracting and
retaining such personnel.

POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Company's
securities may be highly volatile as there have been periods of extreme
fluctuation in the stock market that, in many cases, were unrelated to the
operating performance of, or announcements concerning, the issuers of the
affected securities. Securities of issuers, such as the Company, having
relatively limited capitalization and securities that are thinly-traded are
particularly susceptible to change based on short-term trading strategies of
certain investors.

LACK OF DIVIDENDS. The Company has never paid cash or other dividends on
its Common Stock

16
<PAGE> 18

and does not intend to pay cash or other dividends in the foreseeable future.

AUTHORIZATION AND ISSUANCE OF PREFERRED STOCK. The Company's Certificate
of Incorporation authorize the issuance of preferred stock with such
designation, rights and preferences as may be determined from time to time by
the Board of Directors. Accordingly, the Board of Directors is empowered,
without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect
the voting power or other rights of the holders of the Company's Common Stock.
Although the Company does not currently intend to issue any shares of its
preferred stock, in the event of issuance, such shares could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control of the Company. There can be no assurances that the Company
will not, under certain circumstances, issue shares of its preferred stock.

OUTSTANDING WARRANTS. As of the date of this Prospectus, there are
outstanding immediately exercisable Warrants to purchase 6,028,760 shares of
Common Stock at exercise prices ranging from $ 0.25 to $ 5.00 per share. To
the extent that any such warrants are exercised, dilution in the ownership
interests of the Company's shareholders may occur.

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS. As of the date of
this Prospectus there are 18,913,234 shares of Common Stock outstanding. Of
these, 1,571,123 shares of Common Stock included in the IPO and subsequent
registration statements are freely tradeable without restriction or requirement
of further registration under the Securities Act, unless such shares are held by
"affiliates" of the Company (as that term is defined in the Securities Act and
the regulations promulgated thereunder) and subject, in certain instances, to
the prospectus delivery requirements under the Securities Act. The balance of
the shares were sold by the Company in reliance on exemptions from the
registration requirements of the Securities Act. Of such shares, approximately
1,273,000 shares are currently eligible for immediate sale in the public market,
approximately 3,892,000 shares may be sold into the market upon compliance with
Regulation S and the balance will become eligible at various times in the
future. In addition the Company has granted certain demand and/or piggyback
registration rights relating to a substantial portion of the restricted shares
and a substantial number of shares of Common Stock underlying warrants issued by
the Company. Any future exercise of such registration rights and sale of such
securities will result in dilution in the interest of the Company's then
existing shareholders.

No prediction can be made as to the effect, if any, that future sales of
additional shares of Common Stock or the availability of such shares for sale
either pursuant to exercised registration rights or under Rule 144 or other
applicable exemptions under the Securities Act will have on the market price of
the Common Stock prevailing from time to time. Nevertheless, the possibility
that substantial amounts of Common Stock may be sold in the public market may
adversely affect prevailing market prices for the Common Stock and could impair
the ability of the Company to raise capital through the sale of its equity
securities.

CONTROL OF THE BOARD OF DIRECTORS. As a result of the Merger, the
Company's Board of Directors consists of Mr. Peter P. Gombrich, two individuals
selected by AccuMed, Inc. (Messrs. Joseph Plandowski and Paul Lavallee), three
individuals selected by Commonwealth Associates (a principal holder of the
Company's warrants and the underwriter and placement agent in several offerings
of the Company's securities), and American Equities Overseas, Inc. (which
represents several principal shareholders of the Company) (Messrs. Jack
Halperin, Leonard Schiller and Richard Corbin) and one individual selected by
mutual consent of the other nominees (Dr. John H. Abeles). [The Company's
directors, executive officers and their affiliates own approximately 20.7 % of
the outstanding shares of Common Stock. Such persons are thus able to exert
significant influence over the affairs of the Company.

17
<PAGE> 19

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares
of Common Stock by the Selling Securityholders. If the holders exercise the
Warrants and Stock Options for cash to acquire all the Underlying Shares, the
Company will receive aggregate gross proceeds of $6,114,655 at the respective
current exercise prices which will be used as unallocated working capital.
Certain of the Warrants have cashless exercise features which, if utilized,
will result in no proceeds to the Company upon exercise of such Warrants. The
Company has agreed to pay certain expenses in connection with this Offering,
currently estimated to be approximately $50,000.

18
<PAGE> 20
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial
statements give effect of the Merger of Alamar and AccuMed and the purchase of
certain assets and the assumption of certain liabilities from Sensititre US and
Sensititre UK by AccuMed on a purchase basis.

The unaudited pro forma condensed combined statements of operations
for the year ended September 30, 1995 and the three months ended December 31,
1995 assume that the Merger with AccuMed and the purchase of Sensititre US and
Sensititre UK occurred on October 1, 1994.

The pro forma adjustments are based on preliminary assumptions of the
allocation of the purchase price and are subject to substantial revision once
evaluation of the fair value of the assets and liabilities of AccuMed are
completed. Actual purchase accounting adjustments may differ from the pro
forma adjustments presented herein.

THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS ARE
NOT NECESSARILY INDICATIVE OF THE RESULTS THAT ACTUALLY WOULD HAVE OCCURRED IF
THE MERGERS HAD BEEN COMPLETED ON THE ASSUMED DATES NOR ARE THE STATEMENTS
INDICATIVE OF FUTURE COMBINED FINANCIAL POSITION OR EARNING.

The pro forma condensed financial statements should be read in
conjunction with the financial statements of Alamar for the fiscal year ended
September 30, 1995 and the financial statements for the transition period ended
December 31, 1995.

21
<PAGE> 21
ACCUMED INTERNATIONAL, INC
(formerly ALAMAR BIOSCIENCES, INC. AND SUBSIDIARIES)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1995

<TABLE>
<CAPTION>
Historical Historical
------------- -----------------------------------------------
Alamar AccuMed Sensititre US Sensititre UK
year ended
September 30,
1995

(1) (2) (2)
------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Revenues $ 514,776 $ 2,609,233 $ 409,360 $ 639,561
Cost of revenues (1,431,187) (1,510,143) (247,860) (457,056)
------------- ------------- ------------- -------------
(916,411) 1,099,090 161,500 182,505
------------- ------------- ------------- -------------
Operating Expenses
General and Administration 2,094,890 1,040,083 208,420 74,589
Research and Development 386,882 453,277 0 88,872
Sales and Marketing 309,208 1,187,177 0 0
------------- ------------- ------------- -------------
Total operating expenses 2,790,980 2,680,537 208,420 163,461
------------- ------------- ------------- -------------
Income (Loss) from operations (3,707,391) (1,581,447) (46,920) 19,044

Interest income 7,949 12,930 0 0
Interest (expense) (46,657) (40,201) 0 0
Other income 32,566 1,308 0 0
Other (expense) (45,777) 0 0 0
------------- ------------- ------------- -------------
Earnings (Loss) before income taxes (3,759,310) (1,607,410) (46,920) 19,044

Provision for income taxes 800 0 0 0
------------- ------------- ------------- -------------
Net income (loss) $ (3,760,110) $ (1,607,410) $ (46,920) $ 19,044
============= ============= ============= =============

Net loss per common and
common equivalent share $ (0.59) $ (0.92)
============= =============

Weighted average shares outstanding 6,375,627 1,748,940
============= =============

<CAPTION>
Pro Forma Pro Forma
------------------------------ -----------------------------
AccuMed AccuMed Alamar/ Alamar
Sensitive as adjusted, for AccuMed as adjusted, for
Adjustments the year ended Adjustments the year ended
September 30, September 30,
1995 1995
(3) (4)
------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Revenues $ (193,000)(A) $ 3,485,154 $ 0 $ 3,979,930
Cost of revenues 109,000 (B) (2,108,059) 0 (3,537,246)
------------- ------------- ------------- -------------
(84,000) 1,359,095 0 442,684
------------- ------------- ------------- -------------
Operating Expenses
General and Administration 100,000 (C) 1,423,092 284,570 (E) 3,602,552
Research and Development 0 542,149 0 929,031
Sales and Marketing 0 1,187,177 0 1,496,385
------------- ------------- ------------- -------------
Total operating expenses 100,000 3,152,418 284,570 8,227,968
------------- ------------- ------------- -------------
Income (Loss) from operations (184,000) (1,793,323) (284,570) (5,785,284)

Interest income 0 12,930 0 20,679
Interest (expense) (35,475)(D) (75,676) 0 (122,333)
Other income 0 1,308 0 33,874
Other (expense) 0 0 0 (45,777)
------------- ------------- ------------- -------------
Earnings (Loss) before income taxes (219,475) (1,854,761) (284,570) (5,898,841)

Provision for income taxes 0 0 0 800
------------- ------------- ------------- -------------
Net income (loss) $ (219,475) $ (1,854,781) $ (284,570) $ (5,899,441)
============= ============= ============= =============

Net loss per common and
common equivalent share $ (1.06) $ (0.60)
============= =============

Weighted average shares outstanding 1,748,940 9,831,582
============= =============

</TABLE>

(1) includes the twelve months and nine months ended September 30, 1995 for
AccuMed and Sensititre US/UK, respectively
(2) includes the three months ended December 31, 1994, before the acquisitions
by AccuMed.
(3) AccuMed Consolidated includes AccuMed, Sensititre US, and Sensititre UK,
Ltd. after purchase accounting adjustments
(4) Alamar Consolidated includes Alamar Biosciences Inc., and AccuMed
Consolidated after purchase accounting adjustments. Weighted average
shares outstanding are 9,831,682 which represents 6,375,637 shares for
Alamar before the merger plus the weighted average (3,456,055) of the
4,178,104 shares (6,178,104 shares per the merger agreement less
2,000,000 shares issued but subject to forfeiture) to be issued in
connection with the AccuMed merger. The weighted average shares
outstanding for AccuMed gives effect to the shares issued by AccuMed
during the year ended September 30,1995 using the exchange ratio of
1.98 to 1. The total shares outstanding at September 30, 1995 are
15,107,443 (10,929,339 shares of Alamar and 4,178,104 shares issued to
AccuMed) which does not include the 2,000,000 shares issued but
subject to forfeiture.

22
<PAGE> 22
ALAMAR BIOSCIENCES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1995

ALAMAR BIOSCIENCES, INC., AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS

SEPTEMBER 30, 1995
(UNAUDITED)

(A) To eliminate intercompany sales from Sensititre UK to Sensititre US.

(B) To eliminate intercompany profit from the cost of product sold from
Sensititre UK to Sensititre US.

(C) To reduce amortization expense ($20,000) for the amortization of the
purchase price of AccuMed, Inc. in excess of the fair market value of
acquired assets, less assumed liabilities, and transaction costs
incurred with the Merger of AccuMed, Inc. amortized over a 10 year
life, and to adjust amortization expense for Sensititre US and
Sensititre UK.

Adjustment to reflect a reasonable estimation ($120,000) of corporate
overhead costs for the three months ended December 31, 1994 carve out
period for Sensititre U.S. The estimate is based on a percentage of
total sales of Radiometer America, Inc., (of which Sensititre U.S. was
a division) to the Sensititre US product line.

(D) To adjust interest expense for $35,475, assuming that the $430,000
loan to finance the Sensititre acquisition occurred on October 1,
1994.

(E) To adjust amortization expense for the amortization of the purchase
price of AccuMed, Inc. in excess of the fair market value of acquired
assets, less assumed liabilities, and transaction costs incurred with
the Merger of AccuMed, Inc. amortized over a 10 year life, and to
adjust amortization expense for Sensititre US and Sensititre UK.

23
<PAGE> 23
ACCUMED INTERNATIONAL, INC.
(FORMERLY ALAMAR BIOSCIENCES, INC. AND SUBSIDIARIES)
PRO-FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
Historical Pro-forma Pro-forma Pro-forma
-------------- ------------ ----------- -----------
AccuMed
International, AccuMed Inc. Pro-Forma
Inc. (Acquiree) Adjustments Consolidated
-------------- ------------ ----------- ------------
(audited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Revenues $100,130 $1,009,376 ($73,005) (A) $1,036,501
Cost of Revenues (338,730) (830,497) 71,892 (B) (1,097,335)
----------- ----------- -------- ----------
(238,600) 178,879 (1,113) (60,834)

Operating Expenses
General and Administration 1,418,797 758,066 0 2,176,863
Research and Development 3,997,600 338,178 0 4,335,778
Sales & Marketing 7,197 289,360 0 296,557
----------- ----------- -------- ----------
Total Operating Expenses 5,423,594 1,385,604 0 6,809,198
----------- ----------- -------- ----------
Income (Loss) from operations (5,662,194) (1,206,725) (1,113) (6,870,032)

Interest Income 4,748 0 0 4,748
Interest (expense) (10,862) (1,948) 0 (12,810)
Other (72,929) 0 0 (72,929)
----------- ----------- -------- ----------

Loss before income taxes (5,741,237) (1,208,673) (1,113) (6,951,023)

Provision for income taxes 800 0 0 800
----------- ----------- -------- ----------

Net loss ($5,742,037) ($1,208,673) ($1,113) ($6,951,823)
=========== =========== ======== ==========

Net loss per common share ($0.49) ($0.10) ($0.00) ($0.59)

Weighted average shares outstanding 11,742,980 11,742,980 11,742,980 11,742,980
</TABLE>

24
<PAGE> 24
ACCUMED INTERNATIONAL, INC. (FORMERLY ALAMAR BIOSCIENCES, INC.)
AND SUBSIDIARIES PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1995

ACCUMED INTERNATIONAL, INC., AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS

DECEMBER 31, 1995
(UNAUDITED)

(A) To eliminate intercompany sales from AccuMed International Limited
(UK) to AccuMed Inc. (US)

(B) To eliminate intercompany profit from the cost of product sold from
AccuMed International Limited (UK) to AccuMed Inc. (US)

25
<PAGE> 25

RECENT DEVELOPMENTS

The Company and Accuron Corporation, and Ohio corporation ("Accuron"),
have agreed to the purchase by the Company of all assets of Accuron in
consideration for the issuance of 100,000 shares of the Company's Common Stock.
The assets to be acquired consist largely of U.S. and foreign patents in the
areas of image analysis and automated cytology. The Company will not assume
any liabilities of Accuron. Management anticipates that the transaction will
be consummated during the second quarter of 1996. Such shares will have
certain so-called "piggyback" registration rights.

PROPOSED ACQUISITION OF ACCURON CORPORATION. The Company and
Accuron Corporation, and Ohio corporation ("Accuron"), have agreed to the
purchase by the Company of all assets of Accuron in consideration for the
issuance of 100,000 shares of the Company's Common Stock. The assets to be
acquired consist largely of U.S. and foreign patents in the areas of image
analysis and automated cytology. The Company will not assume any liabilities
of Accuron. Management anticipates that the transaction will be consummated
during the second quarter of 1996. Such shares will have certain so-called
"piggyback" registration rights.

PRIVATE PLACEMENT OF SECURITIES. On May 23, 1996, the Board
of Directors approved the terms of two proposed private placements of Common
Stock of the Company. The Company has entered into an oral agreement with an
institutional shareholder for the purchase by such shareholder of 166,667
shares of Common Stock at a purchase price of $6.00 per share for aggregate
consideration of $1,000,000. Management anticipates that such transaction will
be consummated by May 31, 1996. American Equities Overseas, Inc. has made an
oral agreement with the Company to serve as placement agent on a best efforts
basis in the proposed private placement to non-U.S. persons of approximately
83,333 shares of Common Stock at $6.00 per share for aggregate consideration of
$500,000. Management anticipates that such transaction will be consummated by
June 7, 1996.

POSSIBLE REDEMPTION OF WARRANTS. The Company issued an aggregate of
2,702,905 Common Stock Purchase Warrants (the "Redeemable Warrants") in its
initial public offering in 1992 and in private placements in 1993. The Company
is entitled to redeem the Redeemable Warrants upon 60 days prior written notice
to the warrantholders given at least 3 days after the closing sales price of
the Common Stock has exceeded $7.50 per share for a minimum of 20 consecutive
trading days. The Common Stock first closed trading above $7.50 per share on
May 22, 1996. If the Common Stock continues to close above $7.50 per share for
20 consecutive trading days, the Company intends to give notice of redemption
of the Redeemable Warrants. The redemption price is $0.25 per Redeemable
Warrant. The exercise price of the Redeemable Warrants is $5.00 per share.
Therefore, if the Common Stock continues to trade above $5.25 per share during
the period after notice and prior to the redemption date, management
anticipates that holders of Redeemable Warrants will elect to exercise their
Redeemable Warrants prior to the redemption date. If all the Redeemable
Warrants were exercised the Company would receive proceeds of approximately
$13,500,000.

FORWARD LOOKING STATEMENTS

The statements that are not historical facts in this Prospectus are
"forward looking statements" and as such involve risks and uncertainties
including, but not limited to, the risks and uncertainties set forth under the
caption "Risk Factors" elsewhere in this Prospectus. Such statements include
the following specific statements":

Page 5, paragraph 4, sentence 2 and paragraph 6, last sentence;
page 6, paragraph 2, page 8, paragraph 3, sentence 5; page 13,
paragraph 2; page 14, paragraph 2, last sentence, and paragraph 4,
sentence 3; page 15, paragraph 2, sentence 4 and paragraph 3,
sentence 8; and "Recent Developments."

The above-referenced statements contained in this Prospectus are forward
looking statements that involve a number of risks and uncertainties. In
addition to the factors referenced above, among the other factors that could
cause actual results to differ materially are the following: business
conditions and growth in the health care diagnostic industry and general
economy; competitive factors, such as rival manufacturers and products, and
price pressures; inventory risks due to shifts in market demand; changes in
product mix; difficulties encountered in the shift from development to
commercialization of new products based on innovative technology; possible
risks and costs associated with combining the operations of the Former Alamar,
AccuMed UK and AccuMed, Inc. as a result of the Merger; and the risk factors
listed from time to time in the Company's Securities and Exchange Commission
reports and under the caption "Risk Factors" in this Prospectus.

26
<PAGE> 26

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded in the over-the-counter market and
quoted on Nasdaq under the symbol "ACMI." The table below sets forth the range
of high and low closing prices for the Common Stock as reported on Nasdaq in
each completed quarter during the Company's two most recently completed fiscal
years, the Transition Period, each completed quarter during the current fiscal
year and a portion of the current quarter.

COMMON STOCK
High Low
----- -----
<S> <C> <C>
1994 Fiscal Year
First Quarter ................................ $4.13 $2.13
Second Quarter ............................... 3.00 1.75
Third Quarter ................................ 2.75 1.00
Fourth Quarter ............................... 2.63 1.25

1995 Fiscal Year
First Quarter ................................ 1.75 0.31
Second Quarter ............................... 1.75 0.50
Third Quarter ................................ 1.50 0.81
Fourth Quarter ............................... 1.50 0.75

Transition Period (1)
Oct. 1, 1995 through December 31, 1995 ....... 1.69 1.00

1996 Fiscal Year (1)
First Quarter ................................ 6.25 1.06
Second Quarter (through May 28, 1996) ........ 9.00 4.88
</TABLE>

____________________________

(1) On December 31, 1995, the Company changed its fiscal year from October 1
through September 30 to January 1 through December 31. Therefore, the
"Transition Period" includes October 1, 1995 through December 31, 1995.

On May 28, 1996 the closing price of the Common Stock as reported by
Nasdaq was $8.13 per share. At May 28, 1996, the Company had approximately
225 shareholders of record and estimates that it had approximately 560
beneficial owners.

<PAGE> 27

SELLING SECURITYHOLDERS

The following table sets forth information as of May 28, 1996 (the
"Reference Date") with respect to the beneficial ownership of shares of Common
Stock by each of the Selling Securityholders. At the Reference Date there were
18,913,234 shares of Common Stock outstanding.

<TABLE>
<CAPTION>
Shares Beneficially
Shares Beneficially Owned Shares to be Sold in Owned
Prior to Offering (1) Offering After Offering(1)
------------------------------- -------------------- ----------------------
Name and Address of Beneficial Owner Number Percent Number Percent
- ------------------------------------ ------------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Orbis Pension Trustees Ltd. 1,000,000 5.29% 1,000,000 -0- -0-

E&M RP Trust 560,000 2.96% 560,000 -0- -0-

Commonwealth Associates(2) 2,207,509(2) 10.71% 537,222(2) 1,670,287 7.44%

Michael Falk(3) 397,222 2.10% 397,222(3) -0- -0-

Clarion Capital Corp. 320,000 1.69% 320,000 -0- -0-

The P.L. Thomas Group, Inc.(4) 461,313(4) 2.44% 301,313(4) 160,000 *

Vitali Maritime Corp.
c/o Sofianis Papanastion 294,000 1.54% 294,000 -0- -0-

George B. and Anna M. Pocisk 347,337 1.84% 261,000 86,337 *

Cantrade Privatbank AG 240,000 1.27% 240,000 -0- -0-

Gallagher Investment Corp. 240,000 1.27% 240,000 -0- -0-

Societe de Bourse Ferri
Ref France Finance IV 230,000 1.21% 230,000 -0- -0-

Peter Gombrich(5) 3,352,500(5) 17.66% 200,000(5) 3,285,834(5) 15.00%

American Equities Overseas, Inc.(6) 262,500(6) 1.37% 162,500(6) 100,000 *

Fred Kassner 160,000 * 160,000 -0- -0-

Banque Pour L'Industrie Francaise 160,000 * 160,000 -0- -0-

Philip L. Thomas(4) 461,313(4) 2.44% 160,000(4) 301,313 1.36%

Mark L. Santor(7) 94,247(7) * 141,961(7) 2,286(7) *

Republic New York
Securities Corp. f/b/o
Samisa Investment Corp.
c/o American Equities Overseas 141,000 * 141,000 -0- -0-

Emerge Capital 115,000 * 115,000 -0- -0-

Vincent LaBarbara(3) 100,000 * 100,000(3) -0- -0-

Robert Priddy 849,749(8) 4.47% 100,000(8) 749,749 3.42%

Gwenda Gombrich, as Custodian
for Megan Klein(9) 3,352,500(9) 17.66% 83,293 3,269,207(9) 14.88%

Gwenda Gombrich, as Custodian
for Lucas Klein(9) 3,352,500(9) 17.66% 83,293 3,269,207(9) 14.88%

Ann F. Gallagher 80,000 * 80,000 -0- -0-

Christopher C. Gallagher 80,000 * 80,000 -0- -0-

Daniel R. Lee 80,000 * 80,000 -0- -0-

Jo-Bar Enterprises LLC
c/o Joel A. Stone 80,000 * 80,000 -0- -0-

J.A. Cardwell 80,000 * 80,000 -0- -0-

Richard Friendman 80,000 * 80,000 -0- -0-

Axel Investment Corporation 75,000 * 75,000 -0- -0-

Michael Burke(10) 85,797(10) * 75,000 60,797 *

G&G Diagnostics LP I 75,000 * 75,000 -0- -0-

Leonard M. Schiller(11) 172,159(11) * 65,000(11) 132,159 *

Hultquist Capital LLC(12) 56,000 * 56,000 -0- -0-

Hans Bodmer 50,000 * 50,000 -0- -0-

Newburger & Berman
f/b/o Montaigne Fund 50,000 * 50,000 -0- -0-

Republic New York Securities Corp.
f/b/o Green Acres Enterprises Inc. 50,000 * 50,000 -0- -0-

Courcoux Bouvet 50,000 * 50,000 -0- -0-

John Abeles(13) 326,657(13) 1.73% 41,020(13) 285,637 1.30 %

Andrew B. Hart 40,000 * 40,000 -0- -0-

Northlea Partners Ltd.(14) 285,637 1.51% 40,000 245,637 1.12%

Hamilton T. Bailey 40,000 * 40,000 -0- -0-

Alan Hammerman 40,000 * 40,000 -0- -0-

James A. Cardwell, Jr. 40,000 * 40,000 -0- -0-

Charles Potter 40,000 * 40,000 -0- -0-

Shiela Y. Schiller 40,000 * 40,000 -0- -0-

Suzanne Schiller 40,000 * 40,000 -0- -0-

William R. and Barbara J. Schoen 40,000 * 40,000 -0- -0-

John Luck 40,000 * 40,000 -0- -0-

Frederick J. Oswald 40,000 * 40,000 -0- -0-

Richard A. Voell 40,000 * 40,000 -0- -0-

Wertheimer Partnership 40,000 * 40,000 -0- -0-

Leslie Hannefy(3) 37,929 * 37,929(3) -0- -0-

Jack Halperin(15) 80,388(15) * 36,800(15) 43,588 *

Steven Warner(3) 37,929 * 37,929(3) -0- -0-

Joseph D. Ferrone, M.D. 32,000 * 32,000 -0- -0-

Republic New York Securities Corp.
f/b/o J. Watling
c/o American Equities Overseas 30,200 * 30,200 -0- -0-

Republic New York
Securities Corp. f/b/o
Kelebe Investment Corp.
c/o American Equities Overseas 30,200 * 30,200 -0- -0-

Kenneth D. Miller(16) 195,004 1.02% 25,000 170,004 *

Richard Corbin(17) 47,159(17) * 25,000(17) 22,159 *

Paul Lavallee(18) 25,000(18) * 25,000(18) -0- -0-

Nagrasim S.p.a. 25,000 * 25,000 -0- -0-

Clariden Bank 25,000 * 25,000 -0- -0-

Joseph Plandowski(19) 25,000(19) * 25,000(19) -0- -0-

David Morley 20,000 * 20,000 -0- -0-

Republic New York Securities Corp.
f/b/o Mizebourne Investment Corp. 20,000 * 20,000 -0- -0-

Broadmark Capital Corporation(3)(20) 15,600 * 15,600(3) -0- -0-

Republic New York 15,200 * 15,200 -0- -0-

Don Earhart(21) 40,762 * 12,895 27,867 *

Keith Rosenbloom(3) 12,542 * 12,542(3) -0- -0-

Paul Goldenheim 10,000 * 10,000 -0- -0-

Cathy Ross(3) 10,000 * 10,000(3) -0- -0-

Michael Volpe(3) 10,000 * 10,000(3) -0- -0-

Stephen LaBarbara(3) 10,000 * 10,000(3) -0- -0-

Murray Segal(3) 10,000 * 10,000(3) -0- -0-

Pluvalca 10,000 * 10,000 -0- -0-

Joel Kanter(22) 16,215(22) * 9,215 7,000 *

Henry Wilson (23) 16,550(23) * 8,550 8,000 *

Joseph Schocken(24) 14,645(24) * 7,895 6,750 *

Edward Vanacore(3) 7,000 * 7,000(3) -0- -0-

Al Mirman(3) 5,000 * 5,000(3) -0- -0-

Richard Galterio(3) 5,000 * 5,000(3) -0- -0-

Alan Ebler 5,005(25) * 5,000(25) 5 *

Sharon Gignac 5,005(25) * 5,000(25) 5 *

Peggy Howard 5,005(25) * 5,000(25) 5 *

Peter Korreng 5,005(25) * 5,000(25) 5 *

David Panvelle 5,005(25) * 5,000(25) 5 *

Darla Pritchard 5,005(25) * 5,000(25) 5 *

Robert O'Sullivan(3) 2,000 * 2,000(3) -0- -0-

Russell Bailenson(3) 1,000 * 1,000(3) -0- -0-
</TABLE>

* Represents less than 1%.

(1) Unless otherwise noted, the Company believes that all persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock listed as beneficially owned by them. A person
is deemed to be the beneficial holder of securities that can be
acquired by such person within 60 days from the Reference Date upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by including shares underlying options or
warrants which are exercisable by such person currently or within 60
days following the Reference Date, and excluding shares underlying
options and warrants held by any other person. The percentage of
shares owned after the Offering is calculated assuming that 20,818,328
shares of Common Stock will be outstanding, which includes the
18,913,234 shares outstanding on the Reference Date and an
additional 2,558,254. Underlying Shares underlying the Warrants and
Stock Options which would have to be exercised in order to sell
the Underlying Shares.

(2) The number of shares owned prior to the Offering includes 4,102,187 shares
underlying warrants and options, and the number of shares owned after the
Offering includes 790,063 shares underlying warrants and options, each such
warrant or option is exercisable currently or within 60 days of the
Reference Date. Excludes securities held in Commonwealth Associates
trading account. Certain of the Warrants to purchase shares are held in
the name of Commonwealth Associates for the account of its equity owners,
certain of its employees and certain officers and/or directors of its
corporate general partner. Commonwealth Associates has acted as
underwriter and placement agent in sales of the Company's securities for
which it has received commissions in the form of cash and securities.
See "Certain Relationships and Transactions."

(3) Shares listed as being offered in this Offering by the Selling
Securityholder are Warrant Shares underlying currently exercisable Warrants
transferred to the Selling Securityholder by Commonwealth Associates or
issued directly to the Selling Securityholder as a designee of Commonwealth
Associates except, in the case of Mr. Falk, 222,222 of the Shares offered
are currently outstanding and were transferred to him by Commonwealth
Associates. The Selling Securityholder is currently or was formerly
associated with Commonwealth Associates. Commonwealth Associates
disclaims beneficial ownership of such Shares, Warrants and the underlying
Warrant Shares. Such Shares and Warrants were issued to Commonwealth
Associates or its designees as compensation for services rendered by
Commonwealth Associates to the Company in connection with the Merger. See
"Certain Relationships and Transactions."

(4) Philip L. Thomas is the President and sole shareholder of The P.L. Thomas
Group, Inc. The Shares listed as offered in this Offering by The P.L.
Thomas Group, Inc. include 301,313 Warrant Shares underlying currently
exercisable Warrants. The number of Shares listed as owned by Mr. Thomas
include the 301,313 Warrant Shares underlying Warrants registered in the
name of The P.L. Thomas Group, Inc. of which Mr. Thomas may be deemed the
beneficial owner. The shares listed as owned by The P.L. Thomas Group,
Inc. include the 160,000 Shares registered in the name of Philip L. Thomas
of which The P.L. Thomas Group, Inc. may be deemed the beneficial owner.

28
<PAGE> 28

(5) Includes 309,368 shares held by Gwenda Gombrich, Mr. Gombrich's
wife, as to which Mr. Gombrich disclaims beneficial ownership. Includes
66,666 shares underlying stock options that are exercisable currently
or within 60 days following the Reference Date, and 133,334 shares
underlying stock options that will become exercisable sometime after
the Reference Date. Mr. Gombrich is an officer and director of the
Company. See "Certain Relationships and Transactions."

(6) The Shares offered in this Offering by American Equities Overseas,
Inc. are underlying currently exercisable Warrants transferred to it by
Commonwealth Associates. Such Warrants were issued as compensation for
the services of Commonwealth Associates in connection with the Merger.
American Equities Overseas, Inc. has served as a placement agent in the
sale of the Company's Securities for which it has received commission
in the forms of cash and securities. See "Certain Relationships and
Transactions."

(7) Mr. Santor is an officer of the Company. See "Certain Relationships
and Transactions." Includes 106,961 shares underlying stock options
that are exercisable currently or within 60 days following the Reference
Date.

(8) Includes 100,000 Shares underlying a currently exercisable Warrant.

(9) Gwenda Gombrich is married to Peter P. Gombrich, the Company's Chief
Executive Officer and Chairman of the Board. Includes 3,043,132 shares
held of record by Mr. Gombrich as to which Ms. Gombrich disclaims
beneficial ownership.

(10) Includes 25,000 shares underlying stock options that are exercisable
currently or within 60 days following the Reference Date, and 50,000
shares underlying Stock Options that will become exercisable sometime
after the Reference Date. Mr. Burke is an officer of the Company. See
"Certain Relationships and Transactions."

(11) Mr. Schiller has been a director of the Company since April 21, 1995.
See "Certain Relationships and Transactions." Includes 5,000 shares
underlying stock options that are exercisable currently or within 60 days
following the Reference Date.

(12) Hultquist Capital LLC and its predecessor Bridgemere Capital
Corporation served as advisors to the Company in connection with the
Merger. See "Certain Relationships and Transactions."

(13) Includes 41,020 shares underlying stock options that are exercisable
currently or within 60 days following the Reference Date. Dr. Abeles
is a director of the Company. See "Certain Relationships and
Transactions."

(14) Dr. John Abeles is an affiliate of Northlea Partners Ltd. Dr.
Abeles has been a director of the Company since 1988. See "Certain
Relationships and Transactions."

(15) Includes 36,800 shares underlying stock options that are
exercisable currently or within 60 days following the Reference Date.
Mr. Halperin is a director of the Company. See "Certain Relationships
and Transactions."

(16) Mr. Miller was an officer of the Company. See "Certain Relationships
and Transactions."

(17) Includes 25,000 shares underlying stock options that are exercisable
currently or within 60 days following the Reference Date. Mr. Corbin is a
director of the Company. See "Certain Relationships and Transactions."

(18) Includes 25,000 shares underlying stock options that are
exercisable currently or within 60 days following the Reference Date.
Mr. Lavalee is a director of the Company. See "Certain Relationships
and Transactions."

29
<PAGE> 29
(19) Includes 25,000 shares underlying stock options that are exercisable
currently or within 60 days following the Reference Date. Mr. Plandowski is
a director of the Company. See "Certain Relationships and Transactions."

(20) Joseph L. Schocken is the President of Broadmark Capital Corporation.
Mr. Schocken was a director of the Company from November 1992 until
April 1995. See "Certain Relationships and Transactions."

(21) Mr. Earhart is a former director of the Company. See "Certain
Relationships and Transactions."

(22) Includes 16,215 shares underlying stock options that are exercisable
currently or within 60 days following the reference date. Mr. Kanter is a
former director of the Company. See "Certain Relationships and
Transactions."

(23) Includes 16,550 shares underlying stock options that are exercisable
currently or within 60 days following the reference date. Mr. Wilson is a
former director of the Company. See "Certain Relationships and
Transactions."

(24) Includes 14,645 shares underlying stock options that are exercisable
currently or within 60 days following the reference date. Mr. Schocken is a
former director of the Company. See "Certain Relationships and
Transactions."

(25) Includes 5,000 shares underlying stock options that are exercisable
currently or within 60 days following the Reference date. The holder is a
former employee of the Company.

The Company has agreed to indemnify certain of the Selling Securityholders
and the Selling Securityholders have agreed to indemnify the Company against
certain civil liabilities, including liabilities under the Securities Act.

Except as noted in the footnotes above and under the caption "Certain
Relationships and Transactions" below, none of the Selling Securityholders has
held any office or maintained any material relationship with the Company during
the past three years.

30
<PAGE> 30

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Set forth below is certain information regarding certain relationships and
transactions between the Selling Securityholders and the Company.

The following officers, directors and former officers and directors of the
Company are among the Selling Securityholders. Peter P. Gombrich has been the
Chief Executive Officer and Chairman of the Board of the Company since
consummation of the Merger on December 29, 1995, and from April 21, 1995 until
consummation of the Merger, was the Acting Chief Executive and a director of the
Company. Leonard M. Schiller has been an director of the Company since April
21, 1995. Kenneth D. Miller was President of the Cytopathology Division of the
Company from August 1995 until May, 1996. Mr. Miller served as Chief
Executive Officer and a director of the Company from October 1989 until April
21, 1995 at which time he was appointed Senior Vice President of the Company.
Mark L. Santor has been Chief Financial Officer of the Company since June 1991,
Vice President, Finance and Operations since November 1992 and Secretary since
November 1994. He served as Assistant Secretary from May 1994 until November
1994. John H. Abeles, M.D. is an affiliate of Northlea Partners, a Selling
Securityholder. Dr. Abeles has been a director of the Company since October
1988. Jack Halperin has been a director of the Company since June 1991 and
served as Chairman of the Board of Directors from April 1995 until December 29,
1995. Mr. Halperin is legal counsel to American Equities Overseas, Inc., a
Selling Securityholder. Paul Lavallee and Joseph Plandowski have been directors
of the Company since December 29, 1995. Joseph L. Schocken is President of
Broadmark Capital Corporation, a Selling Securityholder. Mr. Schocken was a
director of the Company from November 1992 until April 1995. Michael Burke has
been a Senior Vice President and President of the Microbiology Division of the
Company since consummation of the Merger on December 29, 1995.

Pursuant to a letter agreement dated as of February 14, 1995 among the
Company, AccuMed, Inc. and Commonwealth Associates (the "Commonwealth
Agreement"), Commonwealth Associates was paid a fee for acting as a "finder" in
connection with the Merger. The fee was paid as follows: (i) $50,000 in cash
was paid by the Company on or before May 1, 1995; (ii) upon consummation of the
Merger, the Company issued 444,444 shares of Common Stock to Commonwealth
Associates and agreed to register the offer and resale of such shares on the
Registration Statement of which this Prospectus forms a part; and (iii) on
consummation of the Merger, the Company issued to Commonwealth Associates a
five-year warrant to purchase up to 750,000 shares of Common Stock at an
exercise price of $1.25 per share. The offer and resale of such Warrant Shares
were registered on the Registration Statement of which this Prospectus forms a
part pursuant to the Warrant Agreement governing the Warrants.

In addition, Commonwealth Associates acted as placement agent for the
Company in the sale of 5,648,400 shares of Common Stock in the unregistered
financings completed May 9, 1995, August 18, 1995 and August 22, 1995. Pursuant
to placement agency agreements between Commonwealth Associates and the Company,
Commonwealth Associates has received from the Company (i) $353,025 (a fee equal
to 10% of the aggregate gross proceeds of $3,530,250 to the Company from the
sale of Common Stock in the financings), (ii) a nonaccountable expense allowance
of 3% of gross proceeds ($105,907), (iii) approximately $10,591 in reimbursement
for the fees and expenses of Commonwealth Associates's counsel; and (iv)
warrants to purchase an aggregate of 564,840 shares of the Common Stock (which
is equal to 10% of the shares sold in the financings) issued to Commonwealth
Associates and its designees. Pursuant to a Consulting Agreement effective as
of January 1, 1995 (the "Consulting Agreement") between the Company and the
Commonwealth Associates, the Company paid a fee of $7,500 per month to
Commonwealth Associates for each of the first three months of the 12-month term
and $4,000 per month for each of the remaining nine months. Pursuant to the
Consulting Agreement, all accrued consulting fees up to May 9, 1995 were paid
from the proceeds of the private placements referred to above. The Consulting
Agreement terminated December 31, 1995.

In November 1994, the Company terminated a proposed private offering of
equity securities with respect to which Commonwealth Associates was acting as
placement agent. As reimbursement for certain

31
<PAGE> 31

expenses incurred by Commonwealth Associates in connection with such proposed
offering and in consideration for the cancellation by Commonwealth Associates of
certain warrants issued to it in connection with the Company's initial public
offering, the Company, on December 31, 1994, issued to Commonwealth Associates a
five-year warrant to purchase up to 420,000 shares of Common Stock at an
exercise price of $0.25 per share, subject to adjustment in certain
circumstances.

American Equities Overseas, Inc. ("AEO") has served as a placement agent
in the sale of the Company's securities for which it has received commissions
in the forms of cash and securities. The Warrants Shares offered in this
Offering by AEO are underlying currently exercisable Warrants transferred to it
by Commonwealth Associates. Such Warrants, which have a five-year term and an
exercise price of $1.25 per share, were issued to Commonwealth Associates as
compensations for its services in connection with the Merger. The Company has
also issued to AEO a 5-year Warrant (the "AEO Warrants") to purchase up to
100,000 shares of Common Stock at an exercise price of $0.25 per share, subject
to adjustment. The AEO Warrants were issued to AEO as a reimbursement for
expenses incurred by AEO in connection with Company's terminated private
placement in November 1994 and other advisory services provided by AEO to the
Company from time to time in connection with certain of the Company's European
investors. The AEO Warrants were also issued to provide incentives for AEO to
continue to facilitate communications between the Company and certain of its
European shareholders.

Hutlquist Capital LLC, a Selling Securityholder, is the successor to
Bridgmere Capital. The 56,000 Shares of Common Stock offered for sale by
Hutlquist Capital LLC were issued to it pursuant an agreement between the
Company and Bridgemere Capital under which Bridgemere Capital and Hultquist
Capital LLC acted as special advisors to the Board of Directors of the Former
Alamar in connection with the Merger. Pursuant to such agreement, Bridgemere
Capital and Hultquist Capital LLC were entitled to be paid cash compensation in
the aggregate amount of $105,000 of which $58,000 has been paid and $47,000 is
payable.

PLAN OF DISTRIBUTION

The Common Stock and Warrants offered hereby may be sold by the Selling
Securityholders from time to time as market conditions permit in the
over-the-counter market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
The shares offered hereby may be sold by one or more of the following methods,
without limitation: (a) a block trade in which a broker or dealer so engaged
will attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Securityholders may
arrange for other brokers or dealers to participate. Such brokers or dealers
may receive commissions or discounts from Selling Securityholders in amounts to
be negotiated immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales. In addition,
any securities covered by this Prospectus that qualify for sale pursuant to Rule
144 under the Securities Act might be sold under Rule 144 rather than pursuant
to this Prospectus.

LEGAL MATTERS

The legality of the securities offered by this Prospectus will be passed
upon for the Company by

32
<PAGE> 32

Graham & James LLP, Sacramento, California.

Pursuant to an agreement between Graham & James LLP and the Company, on
August 18, 1995 the Company (i) issued to Graham & James LLP 240,000 shares of
Common Stock in lieu of cash payment of $150,000 in legal fees payable to
Graham & James LLP and (ii) deposited into escrow $150,000 pursuant to an
escrow agreement (the "Escrow Agreement") among Graham & James LLP, the Company
and the escrow agent. None of the legal fees payable to Graham & James LLP
were for legal services provided in connection with this Prospectus. Pursuant
to the Escrow Agreement, funds were released to the Company in the amounts
equal to the net proceeds realized by Graham & James LLP (if such proceeds were
$0.625 per share or more). All funds in the escrow were released to the
Company prior to the date of this Prospectus. The Company has registered the
resale of such shares under the Securities Act on a registration statement
pursuant to the Company's agreement with Graham & James LLP. Pursuant to an
agreement between Graham & James LLP and the Company, the Company issued to
Graham & James LLP on February 27, 1995 a warrant to purchase 140,000 shares of
Common Stock at an exercise price of $0.25 per share at any time prior to
February 2000. Such warrant was issued in lieu of cash payment of $105,000 in
legal fees payable to Graham & James LLP for services unrelated to the
preparation of this Prospectus.

Certain partners of Graham & James LLP own an aggregate of 2,331 shares of
Common Stock.

EXPERTS

The balance sheet of AccuMed, Inc as of December 31, 1994, and the
statements of operations, shareholder's deficit, and cash flows for the period
from February 7, 1994 (inception) through December 31, 1994, the balance sheets
of Alamar Biosciences, Inc. as of September 30, 1995 and 1994, and the
statements of operations, shareholder's equity, and cash flows for each of the
three years in the period ended September 30, 1995, and the balance sheet of
Sensititre/Alamar, the Microbiology Division of AccuMed, Inc., as of December
31, 1994 and the statements of net sales, cost of sales, and selling expenses
for the eight months ended December 31, 1994 and for each of the two years in
the period ended April 30, 1994, as incorporated by reference in the
Registration Statement of which this Prospectus forms a part, have been
incorporated herein in reliance on the reports, which included explanatory
paragraphs related to AccuMed, Inc.'s and Alamar Biosciences, Inc.'s ability to
continue as going concerns, of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of said firm as experts in accounting and
auditing.

The balance sheets of AccuMed International Limited as of December 31,
1994, April 30, 1994 and 1993, and the statements of operations and cash flows
for the eight months ended December 31, 1994, and for each of the two years in
the period ended April 30, 1994, as incorporated by reference in the
Registration Statement of which this Prospectus forms a part, have been
incorporated herein in reliance on the report of Coopers & Lybrand, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.

The consolidated financial statements of AccuMed International, Inc. and
subsidiaries as of December 31, 1995, and for the three months ended December
31, 1995, incorporated by reference herein and elsewhere in the Registration
Statement of which this Prospectus forms a part from the Company's Transition
Report of Form 10-KSB for the transition period ended December 31, 1995, have
been included therein and incorporated by reference herein and elsewhere in the
Registration Statement of which this Prospectus forms a part in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
included therein and incorporated herein by reference, and upon the authority
of said firm as experts in accounting and auditing.

33
<PAGE> 33

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or any Selling
Securityholder. This Prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the shares of Common
Stock offered by this Prospectus, nor does it constitute an offer to sell or a
solicitation of any offer to buy the shares of Common Stock by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information contained herein is
correct as of any time subsequent to the date hereof.

8,161,779
Shares

ACCUMED INTERNATIONAL,
INC.

Common Stock

______________

PROSPECTUS
_______________

<PAGE> 34

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the issuance and distribution of the securities being registered
hereunder. All of the amounts shown are estimates (except for the SEC
registration fee).

<TABLE>
<S> <C>
SEC registration fee ............................... $ 22,515
Printing and engraving expenses..................... 2,000
Accounting fees and expenses........................ 5,000
Legal fees and expenses............................. 35,000
Blue Sky fees and expenses.......................... 3,000
Miscellaneous....................................... 2,485

TOTAL............................................... $ 70,000

</TABLE>

None of these expenses will be paid by the Selling Securityholders
pursuant to the terms of the agreements under which the shares of Common Stock
to be sold hereby were issued.

Item 15. Indemnification of Directors and Officers

The Company has provisions in its Certificate of Incorporation which
eliminate the liability of the Company's directors to the Company and its
shareholders for monetary damages to the fullest extent permissible under
Delaware law and provisions which authorize the Company to indemnify its
directors and agents by bylaws, agreements or otherwise, to the fullest extent
permitted by law. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.
The Company's Bylaws provide that the Company shall indemnify its directors and
officers to the fullest extent permitted by Delaware law.

The Company's officers and directors are covered by a director's and
officer's liability insurance policy maintained by the Company. Under the
insurance policy, the Company is entitled to be reimbursed for indemnity
payments that it is required or permitted to make to its directors and
officers.

II-1
<PAGE> 35

Item 16. Exhibits

The following exhibits are filed herewith:

Exhibit
Number Description
------- -----------

4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to the Registrant's Transition Report of Form 10-KSB for
the transition period ended December 31, 1995 (the "Transition
Report)).

4.2 Specimen Certificate for Common Stock (incorporated by
reference to the Transition Report).

4.3 Bylaws of the Registrant (incorporated by reference to
Transition Report).

4.4 Form of Common Stock Purchase Warrant dated as of December 29,
1995 by the Registrant in favor of Commonwealth Associates, Inc.
(previously filed with this Registration Statement on May 30, 1996).

4.5 Form of Warrant Agreement between the Registrant and
Commonwealth Associates dated as of December 29, 1995 pertaining to
Warrants to purchase up to 750,000 shares of Common Stock of the
Company (previously filed with this Registration Statement on
May 30, 1996).

4.6 Warrant Certificate dated as of December 29, 1995 registered in
the name of The P.L. Thomas Group, Inc. representing the right to
purchase up to 237,840 shares of Common Stock of the Company
(previously filed with this Registration Statement on May 30, 1996).

4.7 Warrant Certificate dated as of December 29, 1995 registered in
the name of The P.L. Thomas Group, Inc. representing the right to
purchase up to 63,473 shares of Common Stock of the Company
(previously filed with this Registration Statement on May 30, 1996).

4.8 Warrant Agreement dated as of January 25, 1996 between the
Company and Robert Priddy (previously filed with this Registration
Statement on May 30, 1996).

4.9 Warrant Certificate dated as of January 25, 1996 registered in
the name of Robert Priddy representing the right to purchase 100,000
shares of Common Stock of the Company (previously filed with this
Registration Statement on May 30, 1996).

4.10 Form of Warrant Agreement between the Registrant and Commonwealth
Associates dated as of December 29, 1995 pertaining to Warrants to
purchase up to 104,000 shares of Common Stock of the Company,
including form of Warrant Certificate issued to designees of
Commonwealth Associates dated as of December 29, 1995 representing
the right to purchase up to an aggregate of 104,000 shares of Common
Stock of the Company (previously filed with this Registration
Statement on May 30, 1996).

4.11 Form of Warrant Agreement dated March 14, 1996 between the
Company and certain of the Selling Securityholders, including
form of Warrant Certificate evidencing right to purchase Common Stock
at $3.42 per share (previously filed with this Registration
Statement on May 30, 1996).

4.12 Form of Warrant Agreement dated March 14, 1996 between the
Company and certain of the Selling Securityholders, including
form of Warrant Certificate evidencing right to purchase Common Stock
at $3.87 per share (previously filed with this Registration
Statement on May 30, 1996).

5.1 Opinion of Graham & James LLP, counsel to the Registrant, regarding
the legality of the securities offered hereby (previously filed with
this Registration Statement on May 30, 1996).

23.1 Consent of Graham & James LLP (contained in Exhibit 5.1 previously
filed with this Registration Statement on May 30, 1996).

23.2 Consent of Coopers & Lybrand LLP.

II-2
<PAGE> 36

23.3 Consent of Coopers & Lybrand (UK).

23.4 Consent of KPMG Peat Marwick LLP.

24.1 Powers of Attorney (contained in the signature page to the
Registration Statement, page II-5 previously filed on May 30, 1996).

Item 17. Undertakings

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 to include any
additional or changed material information with respect to the plan of
distribution.

(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.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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.

II-3
<PAGE> 37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Pre-effective Amendment No. 1 to the Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on May 30, 1996.

ACCUMED INTERNATIONAL, INC.

By: /s/ PETER P. GOMBRICH
------------------------------
Peter P. Gombrich,
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Pre-effective Amendment No. 1 to the Registration Statement on Form S-3 has
been signed by the following persons in the capacities and on the dates
indicated.

Signature Title Date
- ------------------------- ----------------------------- -------------------

/s/ PETER P. GOMBRICH Chairman of the Board and May 30, 1996
- ------------------------- Chief Executive Officer
(Peter P. Gombrich) (Principal Executive Officer)

/s/ MARK L. SANTOR Vice President, Finance and May 30, 1996
- ------------------------- Chief Financial Officer
(Mark L. Santor) (Principal Financial and
Accounting Officer)

/s/ JOHN H. ABELES* Director May 30, 1996
- ------------------------
(John H. Abeles)

/s/ RICHARD CORBIN* Director May 30, 1996
- ------------------------
(Richard Corbin)

/s/ JACK HALPERIN* Director May 30, 1996
- ------------------------
(Jack Halperin)

/s/ PAUL F. LAVALLEE* Director May 30, 1996
- ------------------------
(Paul F. Lavallee)

/s/ JOSEPH PLANDOWSKI* Director May 30, 1996
- ------------------------
(Joseph Plandowski)

/s/ LEONARD SCHILLER* Director May 30, 1996
- ------------------------
(Leonard Schiller)

*By: /s/ PETER P. GOMBRICH
----------------------
Peter P. Gombrich, Attorney-in-Fact

II-4
<PAGE> 38
INDEX TO EXHIBITS

Exhibit
Number Description
------- -----------

4.2 Specimen Certificate for Common Stock (incorporated by
reference to the Transition Report).

4.3 Bylaws of the Registrant (incorporated by reference to
Transition Report).

4.8 Warrant Agreement dated as of January 25, 1996 between the
Company and Robert Priddy (previously filed with this Registration
Statement on May 30, 1996).

5.1 Opinion of Graham & James LLP, counsel to the Registrant, regarding
the legality of the securities offered hereby (previously filed with
this Registration Statement on May 30, 1996).

23.1 Consent of Graham & James LLP (contained in Exhibit 5.1 previously
filed with this Registration Statement on May 30, 1996).

23.2 Consent of Coopers & Lybrand LLP.

23.3 Consent of Coopers & Lybrand (UK).

23.4 Consent of KPMG Peat Marwick LLP.

24.1 Powers of Attorney (contained in the signature page to the
Registration Statement, page II-5 previously filed on May 30, 1996).

II-5

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this pre-effective amendment
no. 1 to the registration statement on Form S-3 (SEC File No. 333-04715) of our
report, which includes an explanatory paragraph related to substantial doubt
about the ability of AccuMed, Inc. to continue as a going concern, dated
September 29, 1995, on our audit of the balance sheet of AccuMed, Inc. as of
December 31, 1994, and for the period from February 7, 1994 (inception) through
December 31, 1994, appearing in the registration statement on form S-4 (SEC File
No. 33-99680) of Alamar Biosciences, Inc. filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 as incorporated by reference
in the Current Report on Form 8-K dated December 29, 1995. We also consent to
the reference to our firm under the caption "Experts."

/S/ Coopers & Lybrand L.L.P.

Sacramento, CA
May 30, 1996

<PAGE> 2

EXHIBIT 23.2
continued

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this pre-effective amendment
no. 1 to the registration statement on Form S-3 (SEC File No. 333-04715) of our
report , which includes an explanatory paragraph related to substantial doubt
about the ability of Alamar Biosciences, Inc. to continue as a going concern,
dated November 19, 1995, on our audits of the financial statements of Alamar
Biosciences, Inc. as of September 30, 1995 and 1994, and for the years ended
September 30, 1995, 1994 and 1993, which report is included in the Annual Report
on Form 10-KSB for the year ended September 30, 1995. We also consent to the
reference to our firm under the caption "Experts."

/S/ Coopers & Lybrand L.L.P.

Sacramento, CA
May 30, 1996

<PAGE> 3

EXHIBIT 23.2
continued
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this pre-effective amendment
no. 1 to the registration statement on Form S-3 (SEC File No. 333-04715) of our
report dated September 14, 1995, on our audit of the balance sheet of
Sensititre/Alamar, the Microbiology Division of AccuMed, Inc., as of December
31, 1994, and the net sales, cost of sales and selling expenses for the eight
months ended December 31, 1994, and the years ended April 30, 1994 and 1993,
appearing in the registration statement on form S-4 (SEC File No. 33-99680) of
Alamar Biosciences, Inc. filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 as incorporated by reference in the
Current Report on Form 8-K dated December 29, 1995. We also consent to the
reference to our firm under the caption "Experts."

/S/ Coopers & Lybrand L.L.P.

Sacramento, CA
May 30, 1996

<PAGE> 1

EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this pre-effective amendment
no. 1 to the registration statement on Form S-3 (SEC File No. 333-04715) of our
report dated December 8, 1995, on our audit of the balance sheets of AccuMed
International Limited as of December 31 1994, April 30, 1994 and 1993, and
related statements of operations and cashflows for the eight months ended
December 31, 1994, and the years ended April 30, 1994 and 1993, appearing in the
registration statement on Form S-4 (SEC File No. 33-99680) of Alamar
Biosciences, Inc. filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 as incorporated by reference in the current Report on
Form 8-K dated December 29, 1995.

S/ Coopers & Lybrand

Croydon
United Kingdom
May 30, 1996

<PAGE> 1
EXHIBIT 23.4

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
AccuMed International, Inc.

We consent to incorporation by reference in the pre-effective amendment no. 1 to
the registration statement (No. 333-04715) on Form S-3 of AccuMed International,
Inc. of our report dated April 5, 1996, relating to the consolidated balance
sheet of AccuMed International, Inc. and subsidiaries as of December 31, 1995
and the related consolidated statements of operations, stockholders' equity and
cash flows for the three months ended December 31, 1995, which report appears in
the December 31, 1995 transition report on Form 10-KSB of AccuMed International,
Inc.

KPMG Peat Marwick LLP

Chicago, Illinois
May 30, 1996