MEDITE CORP
8-A12G, 1995-03-29
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   ___________

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               MEDITE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                   DELAWARE                               93-0223870
     (State of incorporation or              (I.R.S. Employer Identification 
      organization)                           No.)



         5430 LBJ FREEWAY, SUITE 1700                       75240
             DALLAS, TEXAS  75240                         (Zip code)
     (Address of principal executive
     offices)




     Securities to be registered pursuant to Section 12(b) of the Act:

                                             Name of each exchange on which each
     Title of each class to be so            class is to be registered
      registered

                Not Applicable               Not Applicable




     Securities to be registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.01 par value per share


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.   Description of Registrant's Securities to be Registered.

     The description of the Registrant's securities contained under the caption
"Description of Capital Stock" is incorporated herein by reference to pages 45-
47 of the Preliminary Prospectus dated as of March 17, 1995 filed as part of
Amendment No. 1 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-57891), which was filed with the Securities and Exchange
Commission on March 17, 1995.


Item 2.   Exhibits.

     The exhibits filed herewith or incorporated herein by reference are listed
on the Exhibit Index at page 4 of this Form 8-A.

                                    SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                   MEDITE CORPORATION



Date:  March 28, 1995                  By: /s/ Michael A. Snetzer
                                        Michael A. Snetzer, Chairman of the
                                        Board and Chief Executive
                                        Officer


                                  EXHIBIT INDEX
 
                                                            Sequential Page
                                                            at Which Found (or
                                                            Incorporated by
               Description of Exhibit                       Reference)

Exhibit 1      Form of stock certificate for shares of                *
               Common Stock, $.01 par value per share 
               (incorporated by reference to Exhibit 
               4.2 to the Registrant's Registration 
               Statement on Form S-1 (No. 33-57891) 
               filed on March 1, 1995, as filed 
               in Amendment No. 1 thereto filed on 
               March 17, 1995).

Exhibit 3.1    Restated Certificate of Incorporation                  *
               (incorporated by reference to Exhibit 
               3.1 to the Registrant's Registration 
               Statement on Form S-1 (No. 33-57891) 
               filed on March 1, 1995).

Exhibit 3.1.1  Certificate of Designations of the Series A            *
               Preferred Stock (incorporated by reference 
               to Exhibit 3.1.1 to the Registrant's 
               Registration Statement on Form S-1 
               (No. 33-57891) filed on March 1, 1995).

Exhibit 3.1.2  Certificate of Amendment of Restated                   *
               Certificate of Incorporation (incorporated 
               by reference to Exhibit 3.1.2 to the 
               Registrant's Registration Statement on 
               Form S-1 (No. 33-57891) filed on 
               March 1, 1995).

Exhibit 3.2    Bylaws of the Registrant (incorporated by                   *
               reference to Exhibit 3.2 to the Registrant's 
               Registration Statement on Form S-1 
               (No. 33-57891) filed on March 1, 1995).


_______________

* Incorporated herein by reference as indicated above.




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