AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1999

REGISTRATION NO. 333-72665

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ANSYS DIAGNOSTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 2835 33-0316510
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION NUMBER) IDENTIFICATION NO.)

25200 COMMERCENTRE DRIVE
LAKE FOREST, CALIFORNIA 92630
(949) 770-9381
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

STEPHEN K. SCHULTHEIS
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
ANSYS DIAGNOSTICS, INC.
25200 COMMERCENTRE DRIVE
LAKE FOREST, CALIFORNIA 92630
(949) 770-9381
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:

PATRICK ARRINGTON, ESQ. RODD M. SCHREIBER, ESQ.
ELLEN S. BANCROFT, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
MATTHEW L. STEIMEL, ESQ. 333 W. WACKER DRIVE, SUITE 2100
MARRIE K. STONE, ESQ. CHICAGO, ILLINOIS 60606
BROBECK, PHLEGER & HARRISON LLP (312) 407-0700
38 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618
(949) 790-6300

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

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

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. [ ]
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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. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
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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 COMPANY SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS 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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2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts are estimated
except the Securities and Exchange Commission and NASD registration fees. All of
the expenses below will be paid by ANSYS.

ITEM
----

Registration fee............................................ $ 9,591
NASD filing fee............................................. 3,950
Nasdaq National Market listing fee.......................... 70,000
Blue sky fees and expenses.................................. 10,000
Printing and engraving expenses............................. 125,000
Legal fees and expenses..................................... 150,000
Accounting fees and expenses................................ 100,000
Transfer Agent and Registrar fees........................... 30,000
Miscellaneous............................................... 51,459
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Total............................................. $550,000
========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the Delaware General Corporation Law, we can indemnify
our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). Our bylaws provide that we will indemnify our directors
and officers to the fullest extent permitted by law and require us to advance
litigation expenses upon our receipt of an undertaking by the director or
officer to repay such advances if it is ultimately determined that the director
or officer is not entitled to indemnification. Our bylaws further provide that
rights conferred under such bylaws do not exclude any other right such persons
may have or acquire under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

Our certificate of incorporation provides that, pursuant to Delaware law,
our directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty of care to ANSYS and our stockholders. This provision
in the certificate of incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Company or our stockholders, for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemption's that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

In addition, our certificate of incorporation (Exhibit 3.1 to this
registration statement) provides that we shall indemnify our directors and
officers if such persons acted: (1) in good

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faith; (2) in a manner reasonably believed to be in or not opposed to our best
interests; and (3) with respect to any criminal action or proceeding, with
reasonable cause to believe such conduct was lawful. The certificate of
incorporation also provides that, pursuant to Delaware law, our directors shall
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to our company and our stockholders. This provision in the certificate
of incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to ANSYS for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions leading to
improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemption's that are unlawful under Delaware
law. The provision also does not affect a director's responsibilities under any
other law, such as the federal securities laws or state or federal environmental
laws. The certificate of incorporation further provides that we are authorized
to indemnify our directors and officers to the fullest extent permitted by law
through the bylaws, agreement, vote of stockholders or disinterested directors,
or otherwise. We intend to obtain directors' and officers' liability insurance
in connection with this offering.

In addition, we have has entered or, concurrently with this offering, will
enter, into agreements to indemnify our directors and certain of our officers in
addition to the indemnification provided for in the certificate of incorporation
and bylaws. These agreements will, among other things, indemnify our directors
and certain of our officers for certain expenses (including attorneys fees),
judgments, fines and settlement amounts incurred by such person in any action or
proceeding, including any action by or in our right, on account of services by
that person as a director or officer of ANSYS or as a director or officer of any
subsidiary of ANSYS, or as a director or officer of any other company or
enterprise that the person provides services to at the request of ANSYS.

The Underwriting Agreement (Exhibit 1.1 hereto) provides for
indemnification by the underwriters of ANSYS and its officers and directors, and
by ANSYS of the underwriters, for certain liabilities arising under the
Securities Act or otherwise.

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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following is a summary of transactions by ANSYS since January 1, 1996
involving sales of our securities that were not registered under the Securities
Act of 1933, as amended.

Since January 1, 1996, the Registrant has issued stock options under its
1990 Plan and 1997 Plan to certain eligible officers, directors and employees to
purchase an aggregate of 566,400 shares of Common Stock (after giving effect to
the 1.2 for 1 stock split). In addition, on December 12, 1996 the Registrant
issued options to purchase 90,000 shares of Common Stock to Stephen K.
Schultheis, then its President and Chief Executive Officer, which options were
not granted pursuant to any plan.

None of the optionees paid any cash consideration for such options. Such
options did not involve a "sale" of securities; and, accordingly, registration
was not required. The following table sets forth the grant date, number of
options, current exercise price and class of optionees for all of such options.
All data gives effect to the 1.2 for 1 stock split.

GRANT DATE NO. OF OPTIONS EXERCISE PRICE CLASS OF OPTIONEES
---------- -------------- -------------- ------------------

01/01/96 to 05/31/96 72,000 $1.04 Employee
03/01/96 to 12/31/96 172,800 $1.07 Employee
12/18/97 54,000 $2.13 Employee
04/08/98 108,000 $3.83 Employee
07/01/98 67,300 $3.83 Officer
10/16/98 18,000 $4.64 Director
11/16/98 18,000 $4.64 Director
01/22/99 56,400 $4.97 Employee

In addition, in April 1998 the Registrant issued 18,400 shares (after
giving effect to the 1.2 for 1 stock split) to a former employee upon exercise
of his vested options.

The sale and issuance of securities in the above transactions were deemed
to be exempt from registration under the Securities Act by virtue of Section
4(2) or Rule 701 thereof, or Regulation D, as transactions by an issuer not
involving a public offering. Appropriate legends are affixed to the stock
certificates issued in such transactions. Similar legends were imposed in
connection with any subsequent sales of any such securities. All recipients
either received adequate information about the Company or had access, through
employment or other relationships, to such information.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following Exhibits are attached hereto and incorporated herein by
reference.

1.1** Form of Underwriting Agreement
3.1** Certificate of Incorporation of ANSYS to be filed with the
Delaware Secretary of State in March 1999
3.2** Bylaws of ANSYS
4.1** Specimen certificate representing shares of common stock of
the Company
5.1** Form of Opinion of Brobeck Phleger & Harrison LLP
10.1** Form of Indemnification Agreement
10.2* Stock Option Plan for Employees of ANSYS, together with form
of Stock Option Agreement (and related Notice of Grant of
Option), Stock Purchase Agreement and Stock Issuance
Agreement
10.3* 1997 Stock Incentive Plan, together with form of Stock
Option Agreement (and related Notice of Grant of Option),
Stock Purchase Agreement and Stock Issuance Agreement
10.4+ Commercial Agreement dated as of April 1, 1993 by and
between Roche Diagnostic Systems, Inc. and ANSYS
10.5 Amendment to Commercial Agreement between Roche Diagnostic
Systems, Inc. and ANSYS dated May 1, 1998
10.6+ Development and Manufacturing Agreement dated as of
September 1, 1996 by and between Roche Diagnostic Systems,
Inc. and ANSYS
10.7+ First Amendment to Development and Manufacturing Agreement
between Roche Diagnostic Systems, Inc. and ANSYS dated as of
September 25, 1998
10.8* Standard Industrial Commercial Single-Tenant Lease -- Net
dated November 1, 1996 between Makena Properties and ANSYS
10.9* Form of International Distributorship Agreement for ANSYS
10.10* Form of Distributorship Agreement for ANSYS
10.11* Registration Rights Agreement dated December 12, 1988
between ANSYS and certain stockholders of ANSYS
10.12* Management Subscription Agreement dated December 12, 1988
between ANSYS and certain stockholders of ANSYS
10.13 $2,000,000 Promissory Note Change in Terms Agreement dated
June 1, 1998 between ANSYS and Southern California Bank
10.14 $1,000,000 Promissory Note Change in Terms Agreement dated
May 28, 1998 between ANSYS and Southern California Bank
21.1* List of Subsidiaries
23.1* Consent of McGladrey & Pullen, LLP, Independent Auditors
23.2** Consent of Brobeck Phleger & Harrison LLP (contained in
Exhibit 5.1)
24.1* Power of Attorney
27.1* Financial Data Schedule

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* Previously filed.

** To be filed by amendment.

+ Confidential treatment is being sought with respect to certain portions of
this agreement. Such portions have been omitted from this filing and have
been filed separately with the Securities and Exchange Commission.

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(b) FINANCIAL STATEMENT SCHEDULES

Schedules have been omitted because the information required to be set
forth therein is not applicable or is shown in the financial statements or notes
thereto.

ITEM 17. UNDERTAKINGS

The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreements certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus as filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and this offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lake
Forest, State of California, on the 12th day of March, 1999.

ANSYS DIAGNOSTICS, INC.

By: /s/ STEPHEN K. SCHULTHEIS
-----------------------------------
Stephen K. Schultheis,
Chairman of the Board, President
and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ STEPHEN K. SCHULTHEIS Chairman of the Board, March 12, 1999
- ------------------------------------------ President and Chief Executive
Stephen K. Schultheis Officer (principal executive
officer)

/s/ SUZANNE M. DAVID Chief Financial Officer March 12, 1999
- ------------------------------------------ (principal financial and
Suzanne M. David accounting officer)

* Director March 12, 1999
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Ronald J. Hall

* Director March 12, 1999
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George D. Holmes

* Director March 12, 1999
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John M. Morris

* Director March 12, 1999
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C. Michael O'Donnell, Ph.D.

* Director March 12, 1999
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William C. Shepherd

*By: /s/ STEPHEN K. SCHULTHEIS
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Stephen K. Schultheis,
Attorney-in-fact

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EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION PAGE
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1.1** Form of Underwriting Agreement..............................
3.1** Certificate of Incorporation of ANSYS to be filed with the
Delaware Secretary of State in March 1999...................
3.2** Bylaws of ANSYS.............................................
4.1** Specimen certificate representing shares of common stock of
the Company.................................................
5.1** Form of Opinion of Brobeck Phleger & Harrison LLP...........
10.1** Form of Indemnification Agreement...........................
10.2* Stock Option Plan for Employees of ANSYS, together with form
of Stock Option Agreement (and related Notice of Grant of
Option), Stock Purchase Agreement and Stock Issuance
Agreement...................................................
10.3* 1997 Stock Incentive Plan, together with form of Stock
Option Agreement (and related Notice of Grant of Option),
Stock Purchase Agreement and Stock Issuance Agreement.......
10.4+ Commercial Agreement dated as of April 1, 1993 by and
between Roche Diagnostic Systems, Inc. and ANSYS............
10.5 Amendment to Commercial Agreement between Roche Diagnostic
Systems, Inc. and ANSYS dated May 1, 1998...................
10.6+ Development and Manufacturing Agreement dated as of
September 1, 1996 by and between Roche Diagnostic Systems,
Inc. and ANSYS..............................................
10.7+ First Amendment to Development and Manufacturing Agreement
between Roche Diagnostic Systems, Inc. and ANSYS dated as of
September 25, 1998..........................................
10.8* Standard Industrial Commercial Single-Tenant Lease -- Net
dated November 1, 1996 between Makena Properties and
ANSYS.......................................................
10.9* Form of International Distributorship Agreement for ANSYS...
10.10* Form of Distributorship Agreement for ANSYS ................
10.11* Registration Rights Agreement dated December 12, 1988
between ANSYS and certain stockholders of ANSYS.............
10.12* Management Subscription Agreement dated December 12, 1988
between ANSYS and certain stockholders of ANSYS.............
10.13 $2,000,000 Promissory Note Change in Terms Agreement dated
June 1, 1998 between ANSYS and Southern California Bank.....
10.14 $1,000,000 Promissory Note Change in Terms Agreement dated
May 28, 1998 between ANSYS and Southern California Bank.....
21.1* List of Subsidiaries........................................
23.1* Consent of McGladrey & Pullen, LLP, Independent Auditors....
23.2** Consent of Brobeck Phleger & Harrison LLP (contained in
Exhibit 5.1)................................................
24.1* Power of Attorney...........................................
27.1* Financial Data Schedule.....................................

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* Previously filed.

** To be filed by amendment.