ACCUMED INTERNATIONAL INC, POS AM, 1996-05-28

ACCUMED INTERNATIONAL INC
POS AM, 1996-05-28
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES

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As filed with the Securities and Exchange Commission on May 28, 1996

Registration No. 33-68932
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-3 TO FORM SB-2

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

DELAWARE 36-405489
- - - ----------------------------------- ---------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

920 N. Franklin, Suite 402
Chicago, Illinois 60610
(312) 642-9200

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(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, 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 LLP
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 Post-effective Amendment No. 2 to
the 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. [ ]

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.

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PROSPECTUS

2,069,028 Shares

574,905 Warrants

ACCUMED INTERNATIONAL, INC.

Common Stock
and
Redeemable Warrants to Purchase Common Stock

This Prospectus relates to (i) 1,725,405 shares of Common Stock, par value
$0.01 per share (the "Common Stock"), of AccuMed International, Inc. (the
"Company" or "AccuMed International") issuable upon exercise of 1,725,405
redeemable warrants to purchase Common Stock issued by the Company in July,
August and September 1993 (the "1993 Warrants"). If all 1993 Warrants are
exercised to acquire Common Stock, the Company will receive gross proceeds of
$8,627,025. See "Use of Proceeds."

This Prospectus also relates to 343,623 shares of Common Stock and 574,905
redeemable warrants to purchase shares of Common Stock (the "Warrants"). These
shares of Common Stock and Warrants may be offered and sold from time to time
by certain security holders (the "Selling Securityholders") of the Company
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. Each Warrant entitled the registered
holder thereof to purchase one share of Common Stock at a price of $5.00,
subject to adjustment in certain circumstances, until October 14, 1997. The
Warrants are redeemable by the Company at any time commencing October 14, 1993,
subject to certain conditions, as are fully described herein. The Company will
not receive any of the proceeds from the sale of Common Stock and Warrants
offered hereby. See "Risk Factors," "Selling Securityholders" and "Plan of
Distribution."

The closing prices for the Common Stock and the Warrants, respectively, on
May 17, 199, as reported on the National Association of Securities Dealers
Automated Quotation System ("Nasdaq"), were $7.13 and $2.31.

THESE SECURITIES 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 $60,000.
__________________

This date of this Prospectus is __________, 1996.

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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 Post-effective Amendment No. 2 to the Registration
Statement on Form SB-2 (Registration No. 33-68932) 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"). The Registration
Statement was filed by Alamar Biosciences, Inc., a California corporation which
was renamed AccuMed International, Inc. and reincorporated in the State of
Delaware effective December 29, 1995. Pursuant to Rule 411 under the
Securities Act, the Company hereby adopts the Registration Statement as its own
for all purposes under the Securities Act. For further information pertaining
to the Company and the securities offered hereby, reference is made to
Post-effective Amendment No. 2 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.

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

(7) The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1996.

(8) 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.

(9) 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: the "Alamar" logo and name,
READar(TM), PIPETar(TM), alamarBlue(TM), AccuMed, Inc., AccuMed International,
Inc., AccuMap(TM), Sensititre, 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.

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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.

BUSINESS OF THE COMPANY

AccuMed International is targeting the cytopathology market with its
proprietary automated cell

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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-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.

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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.

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

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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(TM)'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 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

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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 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

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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.

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."

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<PAGE> 11

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 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

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<PAGE> 12

31, 1996, 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 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

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<PAGE> 13

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, 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,

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<PAGE> 14

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 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

-14-

<PAGE> 15

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. 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

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<PAGE> 16

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 AND WARRANT PRICES. 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 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

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<PAGE> 17

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 6,041,260 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.

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<PAGE> 18

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.

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<PAGE> 19

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.

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<PAGE> 20

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.

-20-
<PAGE> 21

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>

-21-
<PAGE> 22

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)

-22-
<PAGE> 23

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Common
Stock and/or Warrants by the Selling Securityholders. In the event that all of
the shares of Common Stock offered by the Company hereby are issued pursuant to
the terms of the 1993 Warrants, the Company would receive up to approximately
$8,567,025 in net proceeds. The net proceeds of such issuances will be
undesignated funds and will be used by the Company for, among other things,
research and development, sales and marketing, manufacturing facility
improvements and general corporate purposes. The Company has agreed to pay
certain expenses in connection with this offering, currently estimated to be
approximately $60,000.

RECENT DEVELOPMENTS

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 [INCLUDING
THE 574,905 WARRANTS OFFERED FOR SALE HEREBY BY THE SELLING SECURITYHOLDERS --
THIS GOES IN THE SB-2 ONLY]. 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 6, paragraph 4, sentence 2; page 7, paragraph 2, last sentence; page
9, paragraph 3, sentence 5; page 13, paragraph 1; page 14, paragraph 2,
last sentence and paragraph 3, sentence 3; page 15, h 2, sentence 9; 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.

-23-

<PAGE> 24

PRICE RANGE OF COMMON STOCK AND WARRANTS

The Company's Common Stock and Warrants are traded in the over-the-counter
market and quoted on Nasdaq under the symbols "ACMI" and "ACMIW," respectively.
The tables below set forth the range of high and low closing prices for the
Common Stock and Warrants 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.

<TABLE>
<CAPTION>
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 14, 1996) ............ 7.13 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.

WARRANTS

<TABLE>
<S> <C> <C>
1994 Fiscal Year
First Quarter .................................. 0.81 0.38
Second Quarter.................................. 0.50 0.38
Third Quarter .................................. 0.75 0.25
Fourth Quarter ................................. 0.13 0.56

1995 Fiscal Year
First Quarter .................................. 0.22 0.03
Second Quarter.................................. 0.41 0.09
Third Quarter .................................. 0.31 0.13
Fourth Quarter.................................. 0.16 0.09

Transition Period (1)
Oct. 1, 1995 through December 31, 1995.......... 0.19 0.13

1996 Fiscal Year (1)
First Quarter .................................. 1.81 0.25
Second Quarter (through May 14, 1996)........... 2.31 1.06
</TABLE>

-24-

<PAGE> 25

____________________________

On May 17, 1996 the closing price of the Common Stock and Warrants,
respectively, as reported by Nasdaq was $7.13 per share and $2.31 per Warrant.
At May 17, 1996, the Company had approximately 225 shareholders of record and
estimates that it had approximately 560 beneficial owners.

SELLING SECURITYHOLDERS

COMMON STOCK. The following table sets forth certain information with
respect to the beneficial ownership of shares of Common Stock by each of the
Selling Securityholders as of the commencement of the Offering and May 17, 1996
(the "Reference Date") giving effect to the Offering. As of the Reference Date
there were 18,913,234 shares of Common Stock outstanding.

<TABLE>
<CAPTION>
Shares Beneficially(2) Shares Beneficially(2)
Owned Prior to Offering Shares Owned After Offering
Name of Selling ----------------------- Being -----------------------
Securityholder (1) Number Percent Offered Number Percent
- - - ------------------ ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Henry T. Wilson(3) 242,628(3) 1.27 % 1,429 0 *

Northwood Ventures(4) 223,222 1.17 % 37,500 0 *

Kenneth D. Miller(5) 136,392 * 3,004 192,000 *

Mark L. Santor(6) 33,030 * 2,286 91,961 *

Joel S. Kanter(7) 25,832 * 3,198 16,215 *

Donald M. Earhart(8) 13,577 * 2,859 40,772 *

Jack H. Halperin(9) 9,679 * 1,429 66,800 *

Joseph L. Schocken(10) 7,978 * 1,429 14,645 *

Northlea Partners Limited(11) 223,478 1.18% 29,478 256,129 1.33 %

Cie Financiere de Rombas(12) 205,707 1.09% 43,350 162,057 *

Charles J. Soderquist(13) 147,429 * 7,679 138,750 *

BFG Bank Schweiz, A.G.(14) 60,000 * 30,000 30,000 *

Clariden Bank(15) 50,000 * 25,000 25,000 *

Maison Antoine Baud(16) 40,000 * 10,000 30,000 *

Praktek Venture Fund(17) 27,046 * 2,383 24,663 *

Christopher Myers(18) 22,878 * 7,626 15,252 *

Frederick Myers, III(19) 22,878 * 7,626 15,232 *

Cogeval, S.A.(20) 20,000 * 10,000 10,000 *

Windy City, Inc.(21) 8,509 * 1,769 7,384 *

Carol Levy(22) 8,450 * 2,383 6,067 *

Connie Lannon(23) 8,354 * 2,286 6,068 *

Chuck Schembra(24) 8,143 * 2,143 6,000 *

Frederick and Christopher Myers(25) 6,510 * 1,302 5,208 *
</TABLE>

-25-

<PAGE> 26

Alan C. and Linda Alhadeff(26) 5,718 * 1,906 3,812 *

Praktek Venture Fund II(27) 4,766 * 2,383 2,383 *

Raymond Harkavy, M.D.(28) 3,429 * 1,143 2,286 *

Lance D. and Dalia C. Nagel(29) 3,123 * 520 2,603 *

Louise Maksymowicz(30) 1,874 * 312 1,562 *

Leonard Levy(31) 513 * 171 342 *

52 Gift Share Recipients(32) 38,401 * 425 37,976 *
</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 beneficially owned by them. A person is deemed to be the
beneficial holder of securities that can be acquired by such person
currently or within 60 days Reference Date upon the exercise of warrants
or options. Each beneficial owner's percentage ownership is determined by
assuming that options or warrants that are held by such person (but not
those held by any other person) and which are exercisable currently or
within 60 days following the Reference Date have been exercised.

(2) The percentages owned are based on a total of 18,913,234 shares of Common
Stock outstanding on the Reference Date and assumes no exercise of
Warrants. Shares owned prior to the Offering are the number of shares
owned upon commencement of the Offering. Shares owned after the Offering
include shares acquired subsequent to commencement of the Offering.

(3) Includes 233,222 shares held of record before the Offering by Northwood
Ventures. Henry T. Wilson, a director of the Company from March 1992
through April 21, 1995, is a Vice-President of Northwood Ventures.
Mr. Wilson disclaims beneficial ownership of such shares. Shares owned
prior to the Offering include rights to acquire 130,132 shares within 60
days of the Reference Date.

(4) Shares owned prior to the Offering include 97,254 shares underlying
warrants that are exercisable currently or within 60 days of the Reference
Date. Henry T. Wilson, a former director of the Company, is Vice-President
of Northwood Ventures.

(5) Shares owned prior to the Offering include rights to acquire 133,388
shares s within 60 days of the Reference Date. Shares owned after the
Offering include rights to acquire 165,000 shares within 60 days of the
Reference Date. Mr. Miller was President of the Cytopathology Division
of the Company from August 1995 until May, 1996. He served as Chief
Executive Officer and a director of the Company form October 1989 until
April 21, 1995 at which time he was appointed Senior Vice president of
the Company.

(6) Shares owned prior to the Offering include rights to acquire 30,744
shares within 60 days of the Reference Date. Shares owned after the
Offering include rights to acquire 56,961 shares within 60 days of the
Reference Date. Mr. Santor has been Chief Financial Officer of the
Company since June 1991, Vice President, Fiance and Operations since
November 1992 and Secretary since November 1994.

(7) Shares owned prior to the Offering include rights to acquire 22,634
shares within 60 days of the Reference Date. Shares owned after the
Offering include rights to acquire 16,215 shares within 60 days of the
Reference Date. Mr. Kanter was a director of the Company from June 1991
through April 21, 1995.

(8) Shares owned prior to the Offering include rights to acquire 7,859 shares
within 60 days of the Reference Date. Shares owned after the Offering
include rights to acquire 2,859 shares within 60 days of the Reference
Date. Mr. Earhart was a director of the Company from May 1994 until
December 29, 1995.

-26-

<PAGE> 27

(9) Shares owned prior to the Offering include rights to acquire 8,250 shares
within 60 days of the Reference Date. Shares owned after the Offering
include rights to acquire 36,800 shares within 60 days of the Reference
Date. Mr. Halperin has been a director of the Company since June 1991 and
served as Chairman of the Board from April through December 1995.

(10) Shares owned prior to the Offering include rights to acquire 6,549 shares
within 60 days of the Reference Date. Mr. Schocken was a director of the
Company from November 1992 until April 1995.

(11) Shares owned prior to the Offering include rights to acquire 38,049
shares within 60 days of the Reference Date. John H. Abeles, a director
of the Company, is an affiliate of Northlea Partners Limited.

(12) Shares owned prior to the Offering include rights to acquire 43,350
shares within 60 days of the Reference Date.

(13) Shares owned prior to the Offering include rights to acquire 14,750
shares within 60 days of the Reference Date. Shares owned after the
Offering include rights to acquire 7,500 shares within 60 days of the
Reference Date.Dr. Soderquist was a director of the Company from December
1989 through October 27, 1994.

(14) Shares held of record by American Securities Corporation for benefit of
BFG Bank Schweiz, A.G. Shares owned prior to the Offering include rights
to acquire 30,000 shares within 60 days of the Reference Date.

(15) Shares owned prior to the Offering include rights to acquire 25,000
shares within 60 days of the Reference Date.

(16) Shares owned prior to the Offering include rights to acquire 20,000
shares within 60 days of the Reference Date.

(17) Shares owned prior to the Offering include rights to acquire 2,383 shares
within 60 days of the Reference Date.

(18) Shares owned prior to the Offering include rights to acquire 7,626 shares
within 60 days of the Reference Date.

(19) Shares owned prior to the Offering include rights to acquire 7,626 shares
within 60 days of the Reference Date.

(20) Shares owned prior to the Offering include rights to acquire 10,000
shares within 60 days of the Reference Date.

(21) Shares owned prior to the Offering include rights to acquire 5,309 shares
within 60 days of the Reference Date. Shares owned after the Offering
include rights to acquire 3,750 shares within 60 days of the Reference
Date.Joel S. Kanter was a director of the Company from June 1991 until
April 21, 1994 and is President of Windy City, Inc.

(22) Shares owned prior to the Offering rights to acquire 2,643 shares within
60 days of the Reference Date.

(23) Ms. Lannon was Director of Sales and Marketing of the Company from until
November 15, 1994. Shares owned prior to the Offering include rights to
acquire 6,068 shares within 60 days of the Reference Date.

(24) Mr. Schembra was Vice-President, Manufacturing, of the Company until
November 15, 1994. Shares owned prior to the Offering include rights to
acquire 6,000 shares within 60 days of the Reference Date.

(25) Shares owned prior to the Offering include rights to acquire 1,302 shares
within 60 days of the Reference Date.

(26) Shares owned prior to the Offering include rights to acquire 1,906 shares
within 60 days of the Reference Date.

(27) Shares owned prior to the Offering include rights to acquire 2,383 shares
within 60 days of the Reference Date.

(28) Shares owned prior to the Offering include rights to acquire 1,143 shares
within 60 days of the Reference Date.

-27-

<PAGE> 28

(29) Shares owned prior to the Offering include rights to acquire 520 shares
within 60 days of the Reference Date.

(30) Shares owned prior to the Offering include 1,562 shares currently held
and rights to acquire an additional 312 shares within 60 days of the
Reference Date.

(31) Shares owned prior to the Offering include 342 shares currently held and
rights to acquire an additional 171 shares within 60 days of the Reference
Date.

(32) Shares owned prior to the Offering include an aggregate of 425 shares
currently held and rights to acquire an additional aggregate of 37,976
shares within 60 days of the Reference Date. The shares currently held
represent shares gifted to 52 individuals by Kenneth D. Miller in 1994.
No individual owns more than 50 shares. The rights represent options to
purchase shares held by certain employees of the Company included among
the gift recipients.

WARRANTS. The following table sets forth the name of each beneficial owner of
the Warrants being offered by each Selling Securityholder. Except as otherwise
indicated, each holder set forth below owns no other Warrants other than those
being offered hereby and, assuming sale of each of the Warrants offered hereby,
each holder will own no Warrants after the Offering.

Warrants
Name of Beneficial Owner Being Offered
- - - ------------------------------- -------------
<S> <C>
Microcap Growth Fund, Inc.(1) 250,000
Cie. Financiere de Rombas 43,350
BFG Bank Schweiz, AG(2) 30,000
Northlea Partners Limited(3) 28,049
Clariden Bank 25,000
Walnut Capital Corp. 22,000
Jack M. Ferraro 19,066
Maro Enterprises(4) 12,500
Cogeval, S.A. 10,000
Maison Antoine Baud 10,000
Christopher Myers 7,626
Frederick Myers, III 7,626
Charles J. Soderquist(5) 6,250
Donald M. Earhart 2,859
Carol Levy 2,383
Praktek Venture Fund 2,383
Praktek Venture Fund, II 2,383
Alan C. and Linda Alhadeff 1,906
Windy City, Inc.(6) 1,769
Frederick and Christopher Myers 1,302
Raymond Harkavy, M.D. 1,143
Lance D. and Dalia C. Nagel 520
Louise Maksymowicz 312
Leonard Levy 171
</TABLE>

- - - -------------

(1) Microcap Growth Fund, Inc. is affiliated with Commonwealth Associates,
which has acted as underwriter and placement agent of the Company's
securities for which it has received commissions and securities, and is a
principal shareholder of the Company.

(2) Warrants held of record by American Securities Corporation for benefit of
BFG Bank Schweiz AG.

(3) Northlea Partners Limited is an affiliate of John H. Abeles, a director
of the Company.

(4) Warrants held of record by American Securities Corporation for benefit of
Maro Enterprises.

-28-

<PAGE> 29

(5) Dr. Soderquist was a director of the Company from December 1989 to October
27, 1994.

(6) Joel S. Kanter was a director of the Company from June 1991 until April
21, 1995 and is President of Windy City, Inc.

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

Except as noted above, none of the Selling Securityholders has held any
office or maintained any material relationship with the Company during the past
three years.

DESCRIPTION OF WARRANTS

Each Warrant entitles the registered holder thereof to purchase one share
of Common Stock at a price of $5.00, subject to adjustment in certain
circumstances, at any time until October 14, 1997. The Warrants are redeemable
by the Company until their expiration at any time commencing October 14, 1993,
at a price of $.25 per warrant, provided that (i) notice of not less than 60
days is given to the warrantholders; (ii) the closing bid quotation of the
Common Stock on all 20 of the trading days ending on the third day prior to
the date on which the Company gives notice has been at least 150% (currently
$7.50, subject to adjustment) of the then effective exercise price of the
Warrants and (iii) the warrantholders shall have exercise rights until the
close of business on the date fixed for redemption. The Warrants are issued in
registered form under a Warrant Agreement between the Company and American
Stock Transfer and Trust Company, as Warrant Agent.

The exercise price and number of shares of Common Stock or other
securities issuable on exercise of the Warrants are subject to adjustment in
certain circumstances, including in the event of a stock dividend, stock split,
recapitalization, reorganization, merger or consolidation of the Company.
However, the Warrants are not subject to adjustment for issuances of Common
Stock at a price below the exercise price of the Warrants, including the
issuance of shares of Common Stock pursuant to the Company's employee benefit
plans.

Subject to compliance with the Securities Act as described below, the
Warrants may be exercised upon surrender of the warrant certificate on or prior
to the expiration date at the offices of the Warrant Agent, with the exercise
form on the reverse side of the warrant certificate completed and executed as
indicated, accompanied by full payment of the exercise price (by certified
check payable to the Company) to the Warrant Agent for the number of Warrants
being exercised. The warrantholders do not have the rights or privileges of
holders of Common Stock.

No Warrant will be exercisable unless at the time of exercise the Company
has filed with the Commission a current prospectus covering shares of Common
Stock issuable upon exercise of such warrant (and such shares have been
registered or qualified or deemed to be exempt under the securities laws of the
state of residence of the holder of such warrant). The Company will use its
best efforts to maintain a current prospectus relating to the Warrants and all
shares issuable on the exercise of the Warrants until the expiration of the
Warrants, subject to the terms of the Warrant Agreement. While it is the
Company's intention to do so, there is no assurance that it will be able to do
so.

No fractional shares will be issued upon exercise of the Warrants.
However, if a warrantholder exercises all warrants then owned of record by it,
the Company will pay to such warrantholder, in lieu of the issuance of any
fractional share which is otherwise issuable, an amount in cash based on the
market value of the Common Stock on the last trading day prior to the exercise
date.

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 of 1933,
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 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

-29-

<PAGE> 30

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
Post-effective Amendment No. 2 to 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
Post-effective Amendment No. 2 to 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 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 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.

-30-

<PAGE> 31

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

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.

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

2,069,028
Shares

574,905
Warrants

ACCUMED INTERNATIONAL,
INC.

Common Stock
and
Redeemable Warrants
to Purchase
Common Stock

______________

PROSPECTUS

______________

================================================================================
<PAGE> 32

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.................................. $ 3,860
Printing and engraving expenses........................ 7,000
Accounting fees and expenses........................... 2,000
Legal fees and expenses............................... 31,000
Blue Sky fees and expenses............................ 14,000
Miscellaneous......................................... 2,140
------

TOTAL................................................ $60,000
</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
and Warrants 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.

Item 16. Exhibits

Exhibit
Number
------

4.1 Certificate of Incorporation of the Registrant (incorporated
by reference to the

II-2

<PAGE> 33

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 Warrant Agent Agreement (incorporated by reference to Exhibit
4.2 to the Company's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1992 (the "1992 10-K").

4.5 Specimen Certificate for Warrant (incorporated by reference
to Pre-Effective Amendment No. 4 to Form S-1 (Regis. No. 33-48302),
filed with the Commission on October 9, 1993 ("Pre-Effective
Amendment No. 4")).

4.6 Certificate of Appointment of American Stock Transfer & Trust
Company as Transfer Agent and Registrar (incorporated by reference
to Exhibit 4.4 to Pre-Effective Amendment No. 4)

4.7 Form of Securities Purchase Agreement with respect to the
Conversion of Warrants by U.S. Persons entered into between the
Company and the certain Selling Securityholders (previously filed as
Exhibit 4.5 to this Registration Statement on Form SB-2 on September
16, 1993 (the "Form SB-2").

4.8 Form of Securities Purchase Agreement with respect to the
Conversion of Warrants by non-U.S. Persons entered into between the
Company and certain Selling Securityholders (previously filed with
this Registration Statement on September 13, 1993).

4.9 Form of Securities Purchase Agreement with respect to the
Regulation S offering of securities to non-U.S. persons entered into
between the Company and certain Selling Securityholders (previously
filed with this Registration Statement on September 13, 1993).

4.10 Securities Purchase Agreement, dated July 30, 1993, between
the Company and Commonwealth Associates Growth Fund, Inc. (renamed
Microcap Growth Fund, Inc.) (previously filed with this Registration
Statement on September 13, 1993).

4.11 Securities Registration Agreement, dated July 30, 1993,
between the Company and Commonwealth Associates Growth Fund, Inc.
(renamed Microcap Growth Fund, Inc.) (previously file with this
Registration Statement on September 13, 1993).

5.1 Opinion of Graham & James, Counsel to the Registrant
(previously filed with this Registration Statement on September 13,
1993).

23.1 Consent of Graham & James (contained in Exhibit 5.1)

II-3

<PAGE> 34

23.2 Consent of Coopers & Lybrand LLP

23.3 Consent of Coopers & Lybrand (U.K.)

23.4 Consent of KPMG Peat Marwick LLP

24.1 Powers of Attorney (included on signature page hereto)

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement 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.

(b) The Registrant hereby deregisters the following securities previously
included on this Registration Statement:

(1) 250,000 shares of Common Stock previously held by Commonwealth Growth
Fund, Inc. (renamed Microcap Growth Fund, Inc.).

(2) 220,119 shares of Common Stock issuable upon exercise of a warrant
issued to Commonwealth Associates which has been cancelled (the "Cancelled
Warrant").

(3) 220,119 shares of Common Stock underlying warrants underlying the
Cancelled Warrant.

II-4

<PAGE> 35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 2 on Form S-3 to the
Registration Statement of Form SB-2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 24, 1996.

ACCUMED INTERNATIONAL, INC.

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose
signatures appear below constitute and appoint, jointly and severally, Peter P.
Gombrich and Mark L. Santor, and each of them, attorneys-in-fact for the
undersigned, each with the power of substitution, for the undersigned in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming that each
of said attorneys-in-fact or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 on Form S-3 to the Registration Statement on
Form SB-2 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 24, 1996
--------------------- Chief Executive Officer
(Peter P. Gombrich) (Principal Executive Officer)

\s\ MARK L. SANTOR Vice President, Finance and May 24, 1996
--------------------- Chief Financial Officer
(Mark L. Santor) (Principal Financial and
Accounting Officer)

Director , 1996
--------------------- -------------
(John H. Abeles)

\s\ RICHARD D. CORBIN Director May 24, 1996
---------------------
(Richard Corbin)

\s\ JACK HALPERIN Director May 24, 1996
---------------------
(Jack Halperin)

\s\ PAUL F. LAVALLE Director May 24, 1996
---------------------
(Paul F. Lavalle)

II-5

<PAGE> 36

\s\ JOSEPH PLANDOWSKI Director May 24, 1996
---------------------
(Joseph Plandowski)

\s\ LEONARD SCHILLER Director May 24, 1996
---------------------
(Leonard Schiller)

II-6

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post-effective
amendment No. 2 to Form SB-2 (SEC File No. 33-68932) 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 24, 1996

<PAGE> 2

EXHIBIT 23.2
continued

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post-effective
amendment No. 2 to Form SB-2 (SEC File No. 33-68932) 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 24, 1996

<PAGE> 3

EXHIBIT 23.2
continued

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post-effective amendment
No. 2 to Form SB-2 (SEC File No. 33-68932) 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 "Experts."

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

Sacramento, CA
May 24, 1996

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post-effective
amendment No. 2 to Form SB-2 (SEC File No. 33-68932) 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 24, 1996

<PAGE> 1

EXHIBIT 23.4

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Accumed International, Inc.

We consent to incorporation by reference in the registration statement (No.
33-68932) 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. We also
consent to the reference to our firm under the caption "Experts."

KPMG Peat Marwick LLP

Chicago, Illinois
May 24, 1996