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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X][ ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X][ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ][X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sectionsec. 240.14a-11(c) or

A-FEM MEDICAL CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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A-FEM MEDICAL CORPORATION
10180 S.W. NIMBUS AVENUE, SUITE J-5
PORTLAND, OREGON 97223

NOVEMBER ,11, 1997

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders (the
"Special Meeting") of A-FEM Medical Corporation (the "Company").

Place: The Governor Hotel
611 S.W. 10th Avenue
Portland, Oregon 97205

Date: December 12, 1997

Time: 2:00 p.m. local time

The Notice of the Special Meeting and Proxy Statement accompany this
letter. The principal business to be transacted at the Special Meeting will be
to consider and take action on an amendment to the Articles of Incorporation to
authorize a class of Preferred Stock to be designated by the Board of Directors.
The Board of Directors recommends that stockholders vote for the amendment.

We know that many of our stockholders will be unable to attend the Special
Meeting. Proxies are therefore solicited so that each stockholder has an
opportunity to vote. Whether or not you plan to attend the Special Meeting, we
hope that you will have your stock represented by marking, signing, dating and
returning your proxy card in the enclosed envelope as soon as possible. Your
stock will be voted in accordance with the instructions you have given in your
proxy card. You may, of course, attend the Special Meeting and vote in person
even if you have previously returned your proxy card.

Sincerely,

J. Peter Burke
President, Chief Operating Officer
and Chief Financial Officer

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IMPORTANT

A proxy card is enclosed herewith. All stockholders are urged to complete
and mail the proxy card promptly. The enclosed envelope for return of the
proxy card requires no postage. Any stockholder attending the Special
Meeting may personally vote on all matters that are considered, in which
event the signed proxy will be revoked.

IT IS IMPORTANT THAT YOUR STOCK BE VOTED
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A-FEM MEDICAL CORPORATION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 12, 1997

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the
"Special Meeting") of A-FEM Medical Corporation, a Nevada corporation (the
"Company"), will be held on December 12, 1997, at 2:00 p.m. local time, at The
Governor Hotel, 611 S.W. 10th Avenue, Portland, Oregon, to consider and take
action on a proposal to amend the Company's Articles of Incorporation to
authorize a class of Preferred Stock to be designated by the Board of Directors.

Only stockholders of record at the close of business on November 7, 1997,
will be entitled to notice of and to vote at the Special Meeting or any
adjournment thereof.

The Company's Proxy Statement is submitted herewith.

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE
ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER
OR VOTE YOUR SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE SPECIAL
MEETING.

By Order of the Board of Directors

J. Peter Burke, President, Chief
Operating Officer and Chief Financial Officer
Portland, Oregon
November ,11, 1997
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A-FEM MEDICAL CORPORATION
10180 S.W. NIMBUS, SUITE J-5
PORTLAND, OREGON 97223

PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 12, 1997

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

This Proxy Statement is furnished by the Board of Directors of A-FEM
Medical Corporation, a Nevada corporation (the "Company"), to the holders of
common stock, par value $.01 per share, of the Company (the "Common Stock") in
connection with the solicitation of proxies by the Board of Directors for use at
the Company's Special Meeting of Stockholders (the "Special Meeting") to be held
at 2:00 p.m. local time, on December 12, 1997, at The Governor Hotel, 611 S.W.
10th Avenue, Portland, Oregon.

This Proxy Statement and the enclosed form of proxy are being mailed to
stockholders on or about November ,11, 1997.

RECORD DATE AND OUTSTANDING SHARES

Only holders of record of the Company's Common Stock at the close of
business on November 7, 1997, are entitled to notice of and to vote at the
Special Meeting. On that date, 12,798,694 shares of the Company's Common Stock
were outstanding (the "Outstanding Shares").

SOLICITATION OF PROXIES

The cost of preparing, printing and mailing this Proxy Statement and the
proxy solicited hereby has been or will be borne by the Company. In addition to
the use of the mails, proxies may be solicited by directors, officers and other
employees of the Company, without additional remuneration, in person or by
telephone or facsimile transmission. The Company will also request brokerage
firms, bank nominees, custodians and fiduciaries to forward proxy materials to
the beneficial owners of the Common Stock as of the record date and will provide
reimbursement for the cost of forwarding the proxy materials in accordance with
customary practice. Your cooperation in promptly completing, signing, dating and
returning the enclosed proxy card will help avoid additional expense.

QUORUM AND VOTING

Each Outstanding Share entitles the holder to one vote on each matter to be
presented at the Special Meeting. A quorum, consisting of one-third of the
Outstanding Shares, must be present in person or by proxy for the transaction of
business. The amendment to the Articles of Incorporation, as previously amended
(the "Articles"), to authorize a class of Preferred Stock to be designated by
the Board of Directors will be approved if the proposal receives the affirmative
vote of a majority of the Outstanding Shares.

Abstentions and other non-votes are counted for purposes of determining whether
a quorum exists at the Special Meeting. An abstention or other non-vote has the
effect of a vote against the proposal. Proxies and ballots will be received and
tabulated by American Stock Transfer & Trust Company, the Company's transfer
agent.

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REVOCABILITY OF PROXIES

Any proxy delivered pursuant to this solicitation is revocable at the
option of the person giving it at any time before it is exercised. A proxy may
be revoked prior to its exercise by delivering to the Company's Secretary a
written notice of revocation or a duly executed proxy card bearing a later date,
or by attending the Special Meeting and voting in person.

Each proxy returned to the Company will be voted in accordance with the
instructions given. If no instructions are given, the shares will be voted "FOR"
the amendment to the Articles to authorize a class of Preferred Stock to be
designated by the Board of Directors. While the Board of Directors knows of no
other matters to be presented at the Special Meeting or any adjournment thereof,
all proxies returned to the Company will be voted on any such matter in
accordance with the judgment of the proxy holders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership as of [NovemberNovember 7, 1997]1997 of the Company's Common Stock by (i) each
beneficial owner of more than 5 percent of the Common Stock, (ii) the Company's
Senior Executive Officers, (iii) each director of the Company and (iv) all
directors and executive officers as a group. Each person named in the table has
sole investment and voting power with respect to the shares set forth opposite
his or her name, except as otherwise noted.

AMOUNT AND NATURE OF PERCENT OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING
---------------------------------------- ----------------------- ----------------

William H. Fleming...................... [788,925(2)] [6.5%]788,925(2) 6.1%
10180 SW Nimbus Ave., Suite J-5
Portland, OR 97223
Vice Chairman
James E. Reinmuth....................... [499,500(3)] [4.2%]499,500(3) 3.8%
5171 Solar Heights Drive
Eugene, OR 97405
Chairman and Chief Executive Officer
Carol A. Scott.......................... [20,000(4)]20,000(4) *
1834 Park Blvd.
Palo Alto, CA 94306
Director
RoseAnna Sevcik......................... [37,500(5)]37,500(5) *
1736 Aidenn Lair
Dresher, PA 19025
Director
James R. Wilson......................... [325,928(6)] [2.8%]325,928(6) 2.5%
3198 Powder River Drive
Eugene, OR 97408
[Vice PresidentTreasurer and Director]Director
Robert L. Buck.......................... [278,125(7)] [2.4%]287,500(7) 2.1%
10180 SW Nimbus Ave., Suite J-5
Portland, OR 97223
Vice President
J. Peter Burke.......................... [30,000(8)]30,000(8) *
10180 SW Nimbus Avenue, Suite J-5
Portland, OR 97223
President, Chief Operating Officer and
Chief Financial Officer
Capital Consultants, Inc................ [3,849,652(9)] [33.5%]3,792,419(9) 29.5%
2300 SW First Avenue, Suite 200
Portland, OR 97201
Cort MacKenzie Securities, Inc.......... [1,304,085(10)] [10.3%]1,327,585(10) 9.5%
5335 SW Meadows Road, Suite 270
Lake Oswego, OR 97035

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AMOUNT AND NATURE OF PERCENT OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING
---------------------------------------- ------------ ----------------------------- ----------------

John F. Perry........................... [735,710] [6.4%]735,710 5.7%
2451 S. Ponte Vedra Blvd.
Ponte Vedra, FL 32082
All directors and officers as a group
(7 persons)........................... [1,974,978(11)] [15.1%]1,989,353(11) 14.6%

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* Less than 1%.

(1) "Beneficial Ownership" is defined pursuant to Rule 13d-3 of the Exchange
Act, and generally means any person who directly or indirectly has or
shares voting or investment power with respect to a security. A person
shall be deemed to be the beneficial owner of a security if that person has
the right to acquire beneficial ownership of such security within 60 days,
including, but not limited to, any right to acquire such security through
the exercise of any option or warrant or through the conversion of a
security. Any securities not outstanding that are subject to such options
or warrants shall be deemed to be outstanding for the purpose of computing
the percentage of outstanding securities of the class owned by such person,
but shall not be deemed to be outstanding for the purpose of computing the
percentage of the class owned by any other person.

(2) Includes [669,640]112,500 shares subject to option exercisable within 60 days after
September 30,November 7, 1997 and shares beneficially owned by various members of
William H. Fleming's family including 10,000 owned by his son, 10,000 owned
by his daughter and 1,000 owned by his father. Mr. Fleming disclaims the
beneficial ownership of the shares held by his son, daughter and father.

(3) Includes [37,500]37,500 shares subject to options exercisable within 60 days after
September 30,November 7, 1997 410,000and 250,000 shares issuable within 60 days after September 30,November
7, 1997 upon the exercise of warrants to purchase Common Stock.

(4) Includes [20,000]20,000 shares subject to options exercisable within 60 days after
September 30,November 7, 1997.

(5) Includes [37,500]37,500 shares subject to options exercisable within 60 days after
September 30,November 7, 1997.

(6) Includes [12,500]12,500 shares subject to options exercisable within 60 days after
September 30, 1997 and 160,000 shares issuable within 60 days after
September 30, 1997 upon exercise of a warrant to purchase Common Stock.November 7, 1997.

(7) Includes [278,125]287,500 shares subject to options exercisable within 60 days after
September 30,November 7, 1997.

(8) Includes [25,000]25,000 shares subject to options exercisable within 60 days of
September 30,November 7, 1997.

(9) Includes [50,000]50,000 shares issuable within 60 days after September 30,November 7, 1997 upon
exercise of a warrant to purchase Common Stock and all shares with respect
to which Capital Consultants, Inc. acts as an agent. Capital Consultants,
Inc. is an investment advisor registered under Section 203 of the
Investment Advisors Act of 1940 and has on behalf of certain of its clients
sole voting power and sole investment power with respect to these shares.

(10) Includes [642,250]642,250 shares issuable after September 30,November 7, 1997 upon exercise of
warrants to purchase Common Stock, [308,750]293,750 shares and [270,000]270,000 shares
issuable after September 30,November 7, 1997 upon exercise of warrants held by Cort
MacKenzie & Thomas, Inc. and Thomas C. Stewart, respectively, to purchase
Common Stock.

(11) Includes 1,080,265532,500 shares subject to options exercisable within 60 days after
September 30,November 7, 1997 and [570,000]250,000 shares issuable within 60 days after September 30,November
7, 1997 upon exercises of warrants to purchase Common Stock.

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PROPOSAL NO. 1 -- APPROVAL OF AMENDMENT TO THE ARTICLES TO AUTHORIZE A
CLASS OF PREFERRED STOCK TO BE DESIGNATED BY THE BOARD OF DIRECTORS

The Company's Articles currently authorize issuance of 33,000,000 shares of
Common Stock. The Board of Directors has adopted a resolution to amend the
Articles to authorize a class of 10,000,000 shares of Preferred Stock, $.01 par
value, to be issued from time to time in one or more series, in any manner
permitted by law, as determined from time to time by the Board of Directors. The
text of the Amendment to the Articles is set forth as Appendix 1 to this proxy
statement.

Publicly held companies, such as the Company, often have a capital
structure which includes Preferred Stock which may be issued from time to time
in order to respond to financing needs. The Company has no plans to issue
preferred stock at this time. However, the Company is seeking to raise
approximately $7,000,000 to fund the roll-out of its inSync miniform in the
Northwest Region of the United States. Although the Company does not currently
have definitive arrangements to secure this financing, the Company believes that
the ability to issue preferred stock may make it easier to raise those funds.

The terms of the Preferred Stock cannot be stated or estimated at this
time. The Board of Directors will have the authority to fix and determine the
rights and preferences of the shares of any series of Preferred Stock which is
established, including dividends, conversion prices, voting rights, redemption
prices, maturity dates and similar matters without further action by the
stockholders. The Board of Directors believes that it is in the Company's best
interest to create a class of Preferred Stock.

The issuance of Preferred Stock may have the effect of delaying, deferring
or preventing a change in control of the Company, may discourage bids for the
Common Stock at a premium over the market price of the Common Stock and may
adversely affect the market price of, and the voting and other rights of the
holders of Common Stock.

The Company is governed by Nevada law, including the provisions of Chapter
78 of Nevada Revised Statutes. In general, Section 78.438 prohibits a resident
domestic Nevada corporation from engaging in a "combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the combination is
approved in a prescribed manner. "Combination" includes mergers, asset sales and
other transactions resulting in a financial benefit to the interested
stockholder. An "interested stockholder" is a person who is the beneficial
owner, directly or indirectly, of 10% or more of the corporation's voting stock
or who is an affiliate or associate of the corporation and at any time within
three years prior to the date in question was the beneficial owner, directly or
indirectly, of 10% or more of the corporation's voting stock.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO
THE ARTICLES TO AUTHORIZE A CLASS OF PREFERRED STOCK TO BE DESIGNATED BY THE
BOARD OF DIRECTORS

OTHER BUSINESS

At the date of this Proxy Statement, management knows of no other business
that may properly come before the Special Meeting. However, if any other matters
properly come before the meeting, the persons named in the enclosed form of
proxy will vote the proxies received in response to this solicitation in
accordance with their best judgment on such matters.

By Order of the Board of Directors

J. Peter Burke
President, Chief Operating Officer
and Chief Financial Officer
November ,11, 1997

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APPENDIX 1

AMENDMENT TO THE ARTICLES OF INCORPORATION
OF ATHENAA-FEM MEDICAL CORPORATION

Article Fourth of the Articles of Incorporation shall be deleted in its
entirety and the following substituted therefor.

FOURTH. The corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares of stock which the corporation shall have authority to issue shall be
43,000,000, consisting of 33,000,000 shares of Common Stock with a par value of
$.01 per share, and 10,000,000 shares of Preferred Stock with a par value of
$.01 per share.

Common Stock. Subject to any preferential or other rights granted to any
series of Preferred Stock, the holders of shares of the Common Stock shall be
entitled to receive dividends out of funds of the corporation legally available
therefor, at the rate and at the time or times as may be provided by the Board
of Directors and shall be entitled to receive distributions legally payable to
stockholders on the liquidation of the corporation. The holders of shares of
Common Stock, on the basis of one vote per share, shall have the right to vote
for the election of members of the Board of Directors of the corporation and the
right to vote on all other matters, except where a separate class or series of
the corporation's stockholders vote by class or series. Holders of Common Stock
shall not be entitled to cumulate their votes for the election of directors.

Preferred Stock. Shares of Preferred Stock may be issued from time to time
in one or more series, in any manner permitted by law, as determined from time
to time by the Board of Directors and stated in the resolution or resolutions
providing the issuance thereof, prior to the issuance of any shares thereof. The
Board of Directors shall have the authority to fix and determine the rights and
preferences of the shares of any series so establishedestablished.

No Preemptive Rights. No holder of outstanding sharesStockholders of the corporation shall be entitled as of right to subscribe for, purchase or otherwise acquire
any of the shares of any class of the corporation that the corporation proposes
to issue or any of the rights or options that the corporation proposes to grant
for the purchase of shares of any class of the corporation or for the purchase
of shares, bonds, securities or obligations of the corporation that are
convertible into, exchangeable for or that carry rights to subscribe for,
purchase or otherwise acquire shares of any class of the corporation, and all
such shares, bonds, securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be reissued or
transferred if the samedo not have
been reacquired and have treasury status, and all
such rights and options may be granted by the corporation's Board of Directors
to such persons, firms, corporations, companies and associations, and for such
lawful consideration, and on such terms as the corporation's Board of Directors
in its discretion may determine, without first offering the same or any thereof
to any such holder. This provision shall be interpreted to deny preemptive or
preferential rights to the maximum extent permitted under Nevada law.rights.

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PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 12, 1997

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints James E. Reinmuth and J. Peter Burke, and
each of them, as Proxies, with full power of substitution, and hereby authorizes
them to represent and to vote, as designed below, all the shares of Common Stock
of A-FEM Medical Corporation (the "Company") held of record by the undersigned
on November 7, 1997, at the Special Meeting of Stockholders to be held on
December 12, 1997 or at any adjournment thereof.

1. AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A CLASS
OF PREFERRED STOCK. Amend the Company's Articles of Incorporation to authorize a
class of Preferred Stock to be designated by the Board of Directors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy, when properly
executed, will be voted in the manner directed herein by the undersigned. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1.

Please sign below exactly
as your name appears on
your stock certificate.
When shares are held
jointly, each person
should sign. When signing
as attorney, executor,
administrator, trustee or
guardian, please give
full title as such. An
authorized person should
sign on behalf of
corporations,
partnerships, limited
liabilities companies and
associations and give his
or her title.

Dated: , 1997

SIGNATURE

SIGNATURE IF HELD JOINTLY

YOUR VOTE IS IMPORTANT. PROMPT RETURN OF THIS PROXY CARD WILL HELP
SAVE THE EXPENSE OF ADDITIONAL SOLICITATION EFFORTS