THIS DOCUMENT IS A CONFIRMING ELECTRONIC COPY OF THE FORM S-8 REGISTRATION
STATEMENT FILED IN PAPER ON DECEMBER 28, 1995.

As filed with the Securities and Exchange Commission on December 28, 1995
Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

ONCOR, INC.
(Exact name of registrant as specified in its charter)

MARYLAND 52-1310084
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)

209 PERRY PARKWAY
GAITHERSBURG, MARYLAND 20877
(Address of principal executive offices) (Zip Code)

1992 STOCK OPTION PLAN
(Full title of the Plan)

JOHN L. COKER
VICE PRESIDENT, FINANCE AND ADMINISTRATION,
CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
ONCOR, INC.
209 PERRY PARKWAY
GAITHERSBURG, MARYLAND 20877
(Name and address of agent for service)
(301) 963-3500
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee

Options to Purchase Common Stock 500,000 N/A N/A N/A

Common Stock, $0.01 par value 500,000 shares $4.83438 $2,421,900 $835.15

<FN>

(1) This Registration Statement shall also cover any
additional shares of Common Stock which become issuable
under the 1992 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar
transaction effected without the receipt of
consideration which results in an increase in the number
of the outstanding shares of Common Stock of Oncor, Inc.

(2) Calculated solely for purposes of this offering under
Rule 457(h) of the Securities Act of 1933, as amended,
on the basis of the average of the high and low selling
prices per share of Common Stock of Oncor, Inc. on
December 19, 1995, as reported on the Nasdaq National
Market.

</FN>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Oncor, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following
documents previously filed with the Securities and Exchange
Commission (the "SEC"):

a) The Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994, filed with the SEC
on March 31, 1995;

b) The Registrant's Quarterly Reports on
Form 10-Q for the fiscal quarters
ended March 31, 1995, June 30, 1995
and September 30, 1995, filed with the
SEC on May 15, 1995, August 14, 1995
and November 14, 1995 respectively;
and

c) The Registrant's Registration No.
00-16177 on Form 8-A filed with the
SEC on August 31, 1987 pursuant to
Section 12 of the Securities Exchange
Act of 1934, as amended (the "1934
Act"), in which there is described the
terms, rights and provisions
applicable to the Registrant's
outstanding Common Stock.

All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Article 11 of the Registrant's Articles of
Incorporation, as amended, and Section 5.01 of the Registrant's
Bylaws, as amended, provide that the Registrant shall, to the
full extent permitted by law, indemnify all Registrant's
directors, officers, employees, or agents. Section 2-418 of the
Maryland General Corporation Law (the "Section") permits
indemnification of directors, officers, employees and agents of a
corporation under certain conditions and subject to certain
limitations. The Section provides generally that such persons may
be indemnified unless they engage in a material act or omission
in bad faith or that is the result of active and deliberate
dishonesty; they actually receive an improper personal benefit in
money, property or services; or, in the case of a criminal
proceeding, they have reasonable cause to believe that the act or
omission is unlawful. Provision is made for reimbursement of
reasonable expenses so long as it is finally determined that the
standards of conduct have been met.

II-3

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

Exhibit Number Exhibit

4 Instruments Defining the Rights of Stockholders. Reference is made to the Registrant's
Registration Statement No. 00-16177 on Form 8-A which is incorporated herein by
reference pursuant to Item 3(c) of this Registration Statement.

5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - Arthur Andersen LLP.
23.2 Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 1992 Stock Option Plan.
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 Form of Notice of Grant of Non-Employee Director Automatic Stock Option.
99.5 Form of Non-Employee Director Automatic Stock Option Agreement.

Item 9. 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 (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "1933 Act") (ii) to reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any
material change to such information in this Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the 1934 Act that are incorporated by
reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act 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 and (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 Registrant's 1992 Stock Option Plan.

B. The undersigned Registrant hereby
undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration
Statement 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.

II-2

C. Insofar as indemnification for
liabilities arising under the 1933 Act may be permitted
to directors, officers or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933
Act, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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 Registrant 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 1933 Act and will be
governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Gaithersburg, State of Maryland, on this 26th day of December,
1995.

ONCOR, INC.

By: /s/ Stephen Turner

Stephen Turner
Chairman of the Board of Directors
and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of
Oncor, Inc., a Maryland corporation, do hereby constitute and
appoint Stephen Turner and John L. Coker, and each of them, the
lawful attorneys-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of
them, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of
the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and
each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or either one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has
executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.

Signature Title Date

/s/ Stephen Turner Chairman of the Board of Directors December 26, 1995
- ---------------------- and Chief Executive Officer
Stephen Turner

II-4

(Principal Executive Officer)
Signature Title Date

/s/ John L. Coker Vice President - Finance and December 26, 1995
- ---------------------- Administration, Secretary,
John L. Coker Treasurer and Chief Financial
Officer (Principal Financial and
Accounting Officer)

/s/ Philip S. Schein, M.D. Director December 26, 1995
- -----------------------------------
Philip S. Schein, M.D.

/s/ Timothy J. Triche, M.D., Ph.D. Director December 26, 1995
- -----------------------------------
Timothy J. Triche, M.D., Ph.D.

/s/ William H. Taylor II, Ph.D. Director December 26, 1995
- -----------------------------------
William H. Taylor II, Ph.D.

/s/ George W. Scherer Director December 26, 1995
- -----------------------------------
George W. Scherer

II-5

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

EXHIBITS

FORM S-8

UNDER

SECURITIES ACT OF 1933

ONCOR, INC.

EXHIBIT INDEX

Exhibit Sequentially Numbered
Number Exhibit
Page

4 Instruments Defining the Rights of Stockholders. Reference is made to
the Registrant's Registration Statement No. 00-16177 on Form 8-A which
is incorporated herein by reference pursuant to Item 3(c) of this Registration Statement.

EXHIBIT 4

Instruments Defining the Rights of Stockholders. Reference is made to the
Registrant's Registration Statement No. 00-16177 on Form 8-A which is
incorporate herein by reference pursuant to Item 3(c) of this
Registration Statement.