<PAGE>   1

      As filed with the Securities and Exchange Commission on June 28, 1999

                                                     Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-2

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                            A-FEM MEDICAL CORPORATION
             (Exact name of Registrant as specified in its charter)

                Nevada                                33-0202574
       (State of Incorporation)            (I.R.S. Employer Identification No.)

                       10180 S.W. Nimbus Avenue, Suite J-5
                             Portland, Oregon 97223
                                 (503) 968-8800
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                                Steven T. Frankel
                      President and Chief Executive Officer
                           A-FEM MEDICAL CORPORATION
                       10180 S.W. Nimbus Avenue, Suite J-5
                             Portland, Oregon 97223
                                 (503) 968-8800
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                               Patrick J. Simpson
                                Danielle Benderly
                                PERKINS COIE LLP
                       1211 S.W. Fifth Avenue, Suite 1500
                               Portland, OR 97204
                                 (503) 727-2000

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. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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(d) under
the Securities Act of 1933, 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, check
the following box. [ ]

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================================
                                                                  Proposed Maximum       Proposed Maximum       Amount of
Title of Each Class of Securities           Amount to be         Offering Price Per     Aggregate Offering     Registration
          to be Registered                   Registered               Share(1)               Price(1)              Fee
----------------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>                      <C>                   <C>                    <C>
  Common Stock, $.01 par value per share      1,684,296                $1.67185              $2,815,890             $783
===========================================================================================================================
</TABLE>

(1)  Estimated solely for the purposes of calculating the registration fee as
     required by Section 6(b) of the Securities Act and calculated pursuant to
     Rule 457(c) under the Securities Act based upon the average of the high and
     low bid prices of A-Fem's Common Stock on June 22, 1999, as reported on the
     OTC Bulletin Board.

                                   ----------

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 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.

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


<PAGE>   2
                        1,684,296 Shares of Common Stock

                           A-FEM MEDICAL CORPORATION

                                   ----------

         This is a public offering of A-Fem Medical Corporation common stock.
A-Fem's shareholders are selling 1,684,296 shares, including 906,236 shares
issuable upon exercise of warrants to purchase A-Fem common stock. A-Fem will
not receive any of the proceeds from the sale of shares by the shareholders.
A-Fem will receive proceeds from the exercise of each warrant equal to its
exercise price. The exercise prices for the warrants range from $1.00 to $5.00
per share.

         A-Fem's common stock is traded on the OTC Bulletin Board under the
symbol "AFEM."

                                   ----------


         A PURCHASE OF SHARES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE
"RISK FACTORS" BEGINNING ON PAGE 3.


<TABLE>
<CAPTION>
               PER SHARE              TOTAL PROCEEDS TO         TOTAL PROCEEDS TO
          PRICE TO PUBLIC(1)             A-FEM(2)(3)          SELLING SHAREHOLDERS
          ------------------             -----------          --------------------
               <S>                        <C>                     <C>
               $1.67185                   $1,939,345              $2,815,890.20
</TABLE>

(1)  The per share price to public is estimated based on the average of the high
     and low sales prices for a share of A-Fem common stock as reported on the
     OTC Bulletin Board as of June 22, 1999.

(2)  The total proceeds to A-Fem are estimated based upon the weighted average
     exercise price of the warrants of $2.14 per share.

(3)  A-Fem will pay approximately $90,000 in expenses associated with
     registering these shares of common stock.

                                   ----------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                   ----------

         A-Fem's principal executive offices are located at 10108 S.W. Nimbus
Avenue, Suite J-5, Portland, Oregon 97223.

                                   ----------

                  THE DATE OF THIS PROSPECTUS IS JUNE __, 1999.



<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                      <C>
RISK FACTORS........................................................      3

USE OF PROCEEDS.....................................................      9

SELLING SHAREHOLDERS................................................      9

DESCRIPTION OF SECURITIES...........................................     12

PLAN OF DISTRIBUTION................................................     13

DOCUMENTS ACCOMPANYING THIS PROSPECTUS..............................     14

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....................     15

ADDITIONAL INFORMATION..............................................     15

LEGAL MATTERS.......................................................     15

EXPERTS  ...........................................................     15
</TABLE>



                                                                          Page 2
<PAGE>   4


                                  RISK FACTORS

         You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are not the
only ones facing A-Fem. Additional risks and uncertainties not currently known
to us or that we currently deem immaterial may also impair our business
operations.

         If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
such case, the trading price of A-Fem common stock could decline, and you may
lose all or part of your investment.

         This prospectus also contains forward-looking statements that involve
risks and uncertainties. A-Fem's actual results could differ materially from
those anticipated in the forward-looking statements as a result of certain
factors, including the risks described below and elsewhere in this prospectus.

LACK OF REVENUES FROM PRODUCTS; EARLY STAGE OF PRODUCT DEVELOPMENT

         A-Fem's products, the INSYNC(R) MINIFORM, PADKIT(TM), AND RAPID-
SENSE(TM) diagnostic products, are in the early stages of development or
marketing. There have been no significant revenues from the INSYNC(R) MINIFORM
and there have been no revenues at all from the PADKIT(TM) OR RAPID-SENSE(TM)
diagnostic products. A-Fem does not have a stable baseload of demand for its
products and cannot estimate the potential market for its products.

         You should be aware that problems may be encountered by A-Fem because
our products are in an early stage of development or marketing, including:

- unanticipated developmental, testing, regulatory compliance, manufacturing and
  marketing costs;

- competition;

- products in development that may not be successfully developed;

- products, that once developed, may not be successfully manufactured,
  advertised and marketed;

- products that may not be commercially successful;

- products that may become obsolete within a short time after their development;
  and

- costs of research and development and clinical trials for new products that
  may substantially exceed A-Fem's expectations and financial resources.

MARKET ACCEPTANCE

         A-Fem's only product in commercial production, the INSYNC(R) MINIFORM,
is a new product form that addresses women's concerns with current feminine
protection products. Although initial market response has been encouraging,
women may not purchase this product or our other products in commercially viable
quantities.

NEED FOR ADDITIONAL FINANCING

         During the fiscal year ended December 31, 1998, and the quarter ended
March 31, 1999, A-Fem incurred losses of approximately $4.6 million and $0.7
million, respectively. A-Fem expects to continue to incur losses as the costs of
developing, manufacturing and marketing its products continue to exceed income
from product sales.



                                                                          Page 3
<PAGE>   5

         In order to carry out our marketing plan for the INSYNC(R) MINIFORM we
will need to find one or more partners to assist in marketing and distributing
the product. To date we have been unable to attract such a partner. In addition,
we expect to raise additional funds through equity and/or debt financing for the
development, manufacture and marketing of additional products.

         We do not expect significant amounts of debt financing to be available
in the near term and expect that we will have to issue additional equity to meet
our financing needs. These funds may not be available or available on terms
favorable to A-Fem or our shareholders. Future financings could have a dilutive
effect on holders or purchasers of the shares

         The inability of A-Fem to obtain financing would adversely affect
A-Fem.

MANUFACTURING RISKS

         A-Fem currently manufactures the INSYNC(R) MINIFORM. As a manufacturer,
A-Fem continually faces risks regarding:

         o    the availability and costs of raw materials and labor;

         o    the potential need for additional capital equipment;

         o    increased operating costs;

         o    plant and equipment obsolescence;

         o    quality control; and

         o    excess or inadequate capacity.

         A disruption in A-Fem's production or distribution could have a
material adverse effect on A-Fem's financial results.

         A-Fem currently purchases certain raw materials from one supplier.
Although we do not believe it would be difficult to replace this supplier, we
have not approved other suppliers for certain raw materials.

COMPETITION

         A-Fem's current products and products in development will compete with
products from other companies that have an established market, more employees
and substantially greater research, financial and marketing resources than
A-Fem. Many of these competitors also have the resources to manufacture and
market their own products, which in many cases A-Fem may not be able to do.

         A-Fem has licensed non-exclusive rights to its INSYNC(R) MINIFORM
technology to The Proctor & Gamble Company. The Proctor & Gamble Company has
significantly greater resources than does A-Fem.

LACK OF PATENT PROTECTION

         A-Fem has no material patent protection for the INSYNC(R) MINIFORM.



                                                                          Page 4
<PAGE>   6

         A-Fem has filed patent applications for the PADKIT(TM) collection
device and its first generatiON RAPID-SENSE(TM) technology. A-Fem has received a
patent with respect to the PADKIT(TM) collection device that covers the method
and apparatus for collection and use of vaginal fluid for diagnostic purposes.

         The term for patents issued on applications filed on or after June 8,
1995 is 20 years from the date of the application or, if the application
contains a specific reference to an earlier filed application under 35 USC
Sections 120, 121 or 365(c), 20 years from the date on which the earliest
such application was filed.

         The term of patents issued on applications filed before June 8, 1995,
is the greater of the 20-year term described above or 17 years from grant,
depending on the amount of time between application and issuance.

         The issuance of patents to A-Fem is not conclusive as to validity or as
to the enforceable scope of claims. The validity and enforceability of a patent
can be challenged by litigation after its issuance, and, if the outcome of
litigation is adverse to the owner of the patent, the owner's rights could be
diminished or eliminated. The issuance of patents covering any of A-Fem's
products may be insufficient to prevent competitors from essentially duplicating
the product by designing around the patented aspects. The patent laws of other
countries may differ from those of the United States as to the patentability of
A-Fem's products and processes, and the degree of protection afforded by foreign
patents may be different from that in the United States.

         The technologies used by A-Fem may infringe upon patents or proprietary
technology of others. The cost of enforcing A-Fem's patent rights in lawsuits
that A-Fem may bring against infringers or defending itself against infringement
charges by other patent holders may be high and could adversely affect A-Fem.

         Trade secrets and confidential know-how are important to A-Fem's
scientific and commercial success. Although A-Fem seeks to protect its
proprietary information through confidentiality agreements and appropriate
contractual provisions, others may develop independently the same or similar
information or gain access to proprietary information of A-Fem.

YEAR 2000 COMPLIANCE

         A-Fem relies on computer systems and software to operate its business,
including applications used in sales, purchasing, inventory management, finance
and various administrative functions. All of the hardware and software we
currently use is "Year 2000" compliant.

         However, A-Fem could be adversely affected by the failure of one or
more of its vendors, customers or other organizations with which it conducts
business to become fully Year 2000 compliant.

GOVERNMENT REGULATION

         Many of A-Fem's activities are subject to regulation by various local,
state and federal regulatory authorities in the United States and by
governmental authorities in foreign countries where its products may be
marketed.

         We have made requests for regulatory approval for marketing in several
countries. We have obtained regulatory approval in China. A-Fem cannot predict
when or whether we will obtain approvals in other countries.

         The PADKIT(TM) and RAPID-SENSE(TM) diagnostic products are still in the
development stage and will require FDA approval and approval from similar
authorities in other countries. Obtaining such approvals may be a lengthy and
expensive proceeding and may involve extensive testing and clinical trials to
demonstrate safety, reliability and efficacy.



                                                                          Page 5
<PAGE>   7

         In addition, regulations may change, resulting in unexpected costs and
uncertainty. A-Fem may not be able to comply with the applicable requirements
and necessary approvals may not be granted. We cannot predict the extent and
impact of future governmental regulations. If we fail to comply with the
applicable regulatory requirements, we may be subject to fines, injunctions,
civil penalties, recall or product seizure, among other penalties.

DEPENDENCE ON MANAGEMENT AND CONSULTANTS

         A-Fem depends to a large extent upon the abilities and continued
participation of its executive officers, consultants and current directors. The
loss of any of these people could have a serious adverse effect upon our
business. We may not be able to attract and retain key personnel with the skills
and expertise necessary to manage our business. We do not have key-man life
insurance on the lives of any of our personnel. Because competition for
management and scientific staff in the biotechnology, biomedical and health care
fields is intense, we may not be able to continue to employ personnel and
consultants with sufficient expertise to satisfy our needs. We do not have
employment contracts with any personnel other than Steven T. Frankel and James
R. Wilson.

PRODUCT LIABILITY

         A-Fem could be subject to claims for personal injuries or other damages
resulting from its products. We carry general liability insurance, including
products liability insurance in the amount of $4,000,000. While there have been
no product liability claims against A-Fem, if any claims for amounts exceeding
our insurance coverage were successful, it would have a material adverse effect
on A-Fem. A-Fem's insurance may not adequately protect A-Fem against all such
liabilities. A-Fem's insurance does not cover actions brought in countries other
than the United States or claims relating to toxic shock syndrome.

POTENTIAL ADVERSE IMPACT OF OFFERING ON MARKET PRICE OF COMMON STOCK

         The number of shares being offered hereby represent approximately 16.2
percent of the total common stock of A-Fem outstanding at May 31, 1999,
including the 906,236 shares of A-Fem's common stock to be issued to the
selling shareholders upon exercise of their warrants.

         Each shareholder will offer to sell his, her or its shares at such time
and in such manner as he, she or it deems appropriate. Other than certain
contractual volume limitations relating to the sale of shares by certain
shareholders and holders of warrants, there are no agreements between the
shareholders or warrantholders and A-Fem or, to A-Fem's knowledge, among the
shareholders or warrantholders, with respect to the sale of shares.

         If the shareholders or warrantholders were simultaneously to sell or
resell a large amount of shares in the market, the market price of A-Fem's
common stock could be adversely affected.

POTENTIAL ISSUANCE OF PREFERRED STOCK; ANTI-TAKEOVER EFFECT OF NEVADA LAW

         A-Fem is authorized to issue up to 10,000,000 shares of preferred stock
and A-Fem's Board of Directors has the authority to fix the rights, preferences,
privileges and restrictions of such shares without any further vote or action by
A-Fem's shareholders.

         Through May 1999, A-Fem issued a total of 6,137,993 shares of Series A
Convertible Preferred Stock and warrants to purchase an additional 557,118
shares of Series A Convertible Preferred Stock at a weighted average exercise
price of $0.84 to Capital Consultants, Inc., in exchange for aggregate
consideration consisting of 4,316,405 shares of A-Fem's common stock, warrants
to purchase 50,000 shares of A-Fem's common stock and, approximately $3.5
million.


                                                                          Page 6
<PAGE>   8

         This issuance of Series A Preferred Stock and any future issuance of
preferred stock may:

         o    have the effect of delaying, deferring or preventing a change in
              control of A-Fem;

         o    discourage bids for the common stock at a premium over the market
              price of the common stock; or

         o    adversely affect the market price and the voting and other rights
              of the holders of common stock.

         Moreover, certain "business combination" provisions of Nevada law could
make it more difficult to consummate a merger or tender offer involving A-Fem,
even if such event could be beneficial to the interests of the shareholders.

THIN PUBLIC MARKET FOR SHARES

         A-Fem's common stock trades on the OTC Bulletin Board and is thinly
traded.

         The market price of the common stock could be subject to significant
variation due to:

         o    the degree of success A-Fem achieves in implementing its growth
              strategy, changes in business or economic conditions affecting
              A-Fem, its customers or its competitors;

         o    fluctuations in A-Fem's operating results, changes in or actual
              results varying from earnings or other estimates made by
              securities analysts; and

         o    other factors both within and outside our control.

         In addition, the stock market may experience volatility that affects
the market prices of companies in ways unrelated to the operating performance of
such companies, and such volatility may adversely affect the market price of our
common stock.

VOLATILITY OF STOCK PRICE

         The market price of our common stock has experienced significant
volatility. During 1998, the price of our common stock ranged from $1.00 per
share to $3.625 per share. In addition, there has been significant volatility in
the market price of securities of early stage companies, technology companies in
general and biotechnology companies in particular.

         Various factors, including announcements by A-Fem or our competitors
concerning product developments, patents or proprietary rights, may
significantly affect our business and the market price of the common stock.
These factors, as well as general economic conditions such as recessions or high
interest rates, may adversely affect the market price of our common stock.

EXERCISE OF WARRANTS AND OPTIONS; POTENTIAL ADVERSE IMPACT OF SHARES ELIGIBLE
FOR FUTURE SALES

         As of May 31, 1999, 3,733,560 shares of common stock were subject to
outstanding stock options under A-Fem's stock option plans at a weighted average
exercise price of approximately $2.58 per share. As of May 31, 1999, 2,495,006
shares were issuable upon exercise of outstanding warrants at a weighted average
exercise price of $2.35 per share.




                                                                          Page 7
<PAGE>   9

         While outstanding warrants and options are exercisable, the holders
have the opportunity to profit from a rise in the market price of the common
stock. We may find it more difficult to raise additional equity capital while
the warrants and options are outstanding because at any time when the holders
might be expected to exercise their warrants and options, we would probably be
able to obtain additional equity capital on terms more favorable than those
provided in the warrants and options being exercised.

         We intend to file a registration statement on Form S-8 under the
Securities Act to register for resale a total of 5,150,000 shares of common
stock reserved for issuance under A-Fem's stock option plans. Sales of
substantial amounts of A-Fem's common stock in the public market by existing
shareholders or optionholders could cause the price of the common stock to go
down.

         In addition to the 1,684,296 shares of common stock offered hereby, an
additional 1,106,030 shares are registered under another registration statement
on Form S-2 under the Securities Act, 844,000 shares are freely tradable under
the federal securities laws subject to volume limitations under Rule 144, and an
additional 6,624,098 are freely tradable under the federal securities laws to
the extent they are not held by our affiliates or are not subject to certain
contractual volume restrictions. As of December 31, 1999, an additional 52,084
shares will become eligible for resale under Rule 144.

         In general, under Rule 144 as currently in effect, any person (or
persons whose shares are aggregated) who has beneficially owned restricted
securities for at least one year is entitled to sell, within any three-month
period, a number of shares that does not exceed the greater of (i) 1% of the
then outstanding shares of the issuer's common stock and (ii) the average weekly
trading volume during the four calendar weeks preceding such sale, provided that
certain public information about the issuer as required by Rule 144 is then
available and the seller complies with certain other requirements. A person who
is not an affiliate, has not been an affiliate within three months prior to
sale, and has beneficially owned the restricted securities for at least two
years is entitled to sell such shares under Rule 144(k) without regard to any of
the limitations described above.

ABSENCE OF DIVIDENDS

         We have not paid any dividends on our common stock since our inception
and do not anticipate paying any dividends in the foreseeable future.




                                                                          Page 8
<PAGE>   10

                                 USE OF PROCEEDS

         The net proceeds from the sale of the shares issued upon exercise of
the warrants, after the deduction of an estimated $90,000 of offering expenses
being paid by A-Fem, will be used for the development and marketing of A-Fem's
products and general corporate purposes. A-Fem has not been advised when or
whether the holders of warrants intend to exercise their warrants. No proceeds
will be received by A-Fem from sales of shares by the Shareholders.

                              SELLING SHAREHOLDERS

         A total of 906,236 shares of common stock may be sold pursuant to this
prospectus upon exercise of the warrants. The warrants were privately issued by
A-Fem to 13 persons or entities in connection with a variety of transactions,
including the settlement of litigation, and in consideration for consulting,
advisory and capital raising services. All of the warrants expire between August
1999 and May 2009. The weighted average exercise price of the warrants is $2.14
per share.

         A-Fem and Thomas C. Stewart have agreed that in 1999 if Mr. Stewart
purchases shares upon execution of a warrant, A-Fem will extend for five years
the exercise period of warrants to purchase a like number of shares of common
stock.

         The following table sets forth information as of May 1999, regarding
the beneficial ownership of common stock by each selling shareholder. The
amounts listed under "Shares Registered for Sale" reflects the common stock
underlying warrants owned by certain of the selling shareholders that are being
registered pursuant to this registration statement.

<TABLE>
<CAPTION>
                                                                                        PERCENTAGE OF
                                                                                        OUTSTANDING(3)
                                                                                    ---------------------
                                SHARES BENEFICIALLY          SHARES REGISTERED      BEFORE        AFTER
NAME OF SELLING SHAREHOLDER          OWNED(1)                    FOR SALE(2)         SALES        SALES(4)
---------------------------   ------------------------       -----------------      -------       --------
<S>                           <C>              <C>               <C>                  <C>           <C>
Bashaw Family Trust           Shares:          104,166           104,166              1.1%          0
                              Warrants:              0                 0

Bradley N. Brown              Shares:           26,042            26,042               *            0
                              Warrants:          6,510(5)          6,510

Karen Clifton Trust A         Shares:           26,042            26,042               *            0
                              Warrants:          6,510(5)          6,510

Stephen F. Duffy              Shares:           26,042            26,042               *            0
                              Warrants:          6,510(5)          6,510

EVG Family LLC                Shares:           26,042            26,042               *            0
                              Warrants:          6,510(5)          6,510

Charles E. Finegan, Jr.       Shares:           29,350(6)              0              2.0%          *
                              Warrants:        160,000(7)        142,000

Gunther Family Trust          Shares:           26,042            26,042               *            0
                              Warrants:          6,510(5)          6,510
</TABLE>


                                                                          Page 9
<PAGE>   11
<TABLE>
<CAPTION>
                                                                                        PERCENTAGE OF
                                                                                        OUTSTANDING(3)
                                                                                    ---------------------
                                SHARES BENEFICIALLY          SHARES REGISTERED      BEFORE        AFTER
NAME OF SELLING SHAREHOLDER          OWNED(1)                    FOR SALE(2)         SALES        SALES(4)
---------------------------   ------------------------       -----------------      -------       --------
<S>                           <C>              <C>               <C>                  <C>           <C>
Ronald Hagen                  Shares:           15,000(8)         15,000               *            0
                              Warrants:              0                 0

John McCormick                Shares:           30,000(9)              0              3.0%        1.3%
                              Warrants:        266,666(10)       176,666

J. Douglas McKay              Shares:           26,042            26,042               *            0
                              Warrants:          6,510(5)          6,510

Terry A. Reinmuth             Shares:           23,000(11)        10,000               *            *
                              Warrants:              0                 0

Richard T. Schroeder          Shares:          336,500(12)       210,000             5.5%          2.4%
                              Warrants:        200,000(13)        95,000

Alexander V. Sharp            Shares:                0                 0               *            0
                              Warrants:         35,000(14)        35,000

Thomas C. Stewart             Shares:           10,810(15)             0             11.4%         9.1%
                              Warrants:      1,206,000(16)       270,000

Sunbelt Investments           Shares:          137,500(17)        50,000              1.4%          0
                              Warrants:              0                 0

Paul N. Temple Revocable      Shares:           26,042            26,042               *            0
Trust U/A 2/11/80             Warrants:          6,510(5)          6,510

James Thompson                Shares:           15,000            15,000               *            0
                              Warrants:              0                 0

                              Shares:           13,000(18)
Alfred E. Thurber, Jr.        Warrants:        142,000(19)             0              1.8%         *
                                                                 142,000

E. Patricia Trusty            Shares:           10,000            10,000               *            0
                              Warrants:              0                 0

W.S. Farish & Company         Shares:          137,500(17)        87,500              1.4%          0
                              Warrants:              0                 0

Mark T. Waller                Shares:           21,500            21,500               *            *
                              Warrants:          2,600(20)             0

Richard H. Wentworth          Shares:           85,096(21)        15,000               *            *
                              Warrants:              0                 0

James R. Wilson               Shares:          397,604(22)        30,000              4.1%         3.8%
                              Warrants:              0                 0
</TABLE>

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

*Less than 1%.



                                                                         Page 10
<PAGE>   12

(1)     "Beneficial Ownership" is defined pursuant to Rule 13d-3 of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
        generally means any persons, who directly, or indirectly, have or share
        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 sixty
        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.

(2)     Includes shares that may be sold pursuant to this prospectus. However,
        in some cases these shares may instead be sold pursuant to Rule 144
        under the Securities Act and in some cases may not be sold at all during
        the time this prospectus may be used for sales. See "Plan of
        Distribution."

(3)     Percentage of outstanding shares for any shareholder listed is
        calculated without regard to shares of common stock issuable to others
        upon exercise of outstanding stock options or warrants. Any shares a
        shareholder is deemed to own by having the right to acquire by exercise
        of an option or a warrant are considered to be outstanding solely for
        the purpose of calculating that shareholder's ownership percentage.

(4)     Assumes the sale pursuant to the offering of all shares listed in the
        "Shares Registered for Sale" column. Also assumes that none of the
        listed shareholders sells shares not listed in such column or purchases
        additional shares in this offering or otherwise except pursuant to
        certain outstanding options or warrants.

(5)     Consists of 6,510 shares issuable upon exercise of a warrant to purchase
        shares of A-Fem's common stock at an exercise price of $1.92 per share.

(6)     Includes 6,800 shares held jointly by Mr. Finegan and his spouse, 2,800
        held by Finegan Jr. IRA and 3,750 shares by Finegan Jr. Sep. IRA.

(7)     Consists of 50,000 shares issuable upon exercise of a warrant to
        purchase shares of A-Fem's common stock at an exercise price of $1.50
        per share, 35,000 shares issuable upon exercise of a warrant to purchase
        shares of A-Fem's common stock at an exercise price of $3.50 per share
        and 75,000 shares issuable upon exercise of a warrant to purchase shares
        of A-Fem's common stock at an exercise price of $5.00 per share.

(8)     Consists of shares held jointly by Mr. Hagen and his spouse.

(9)     Consists of 29,500 shares held in Mr. McCormick's IRA and 500 held in
        his spouse's IRA.

(10)    Consists of 100,000, 50,000, 66,666 and 50,000 shares issuable upon
        exercise of warrants to purchase shares of A-Fem's common stock at an
        exercise price of $1.00, $2.00, $2.88 and $3.00, respectively.

(11)    Consists of shares with respect to which voting and dispository
        decisions are made by James E. Reinmuth, Terry Reinmuth's brother and
        attorney-in-fact. James E. Reinmuth is the Chairman of A-Fem's Board of
        Directors.

(12)    Includes 30,000 shares held by Mr. Schroeder's spouse and 9,000 shares
        held by two of his children.

(13)    Consists of 75,000 shares issuable upon exercise of warrants to purchase
        A-Fem's common stock at an exercise price of $1.50 per share and 125,000
        shares issuable upon exercise of warrants to purchase A-Fem's common
        stock at an exercise price of $2.88 per share.

(14)    Consists of 35,000 shares issuable upon exercise of a warrant to
        purchase shares A-Fem's common stock at an exercise price of $1.50 per
        share.

(15)    Consists 10,810 shares of common stock owned by Cort MacKenzie
        Securities & Co., Inc. as of November 1998.

(16)    Consists of 936,000 shares and 270,000 shares issuable upon exercise of
        warrants to purchase common stock at an exercise price of $1.50 and
        $2.00, respectively, held by Cort MacKenzie & Co., Inc. and Thomas C.
        Stewart, respectively. Cort MacKenzie & Co., Inc. has agreed not to
        sell, within any three-month period, the greater of (i) 1% of the then
        outstanding shares of A-Fem's common stock and (ii) the average weekly
        trading volume during the four calendar weeks preceding such sale.




                                                                         Page 11
<PAGE>   13

(17)    Includes 50,000 held by Sunbelt Investments, of which W.S. Farish &
        Company is the sole general partner, 12,500 shares held by W.S. Farish &
        Company for the benefit of Cornelia G. Corbett, 25,000 shares held by
        W.S. Farish & Company for the benefit of Edward H. Gerry, 25,000 shares
        held by W.S. Farish & Company for the benefit of Henry A. Gerry, and
        25,000 shares held by W.S. Farish & Company for the benefit of Martha F.
        Gerry.

(18)    Consists of 13,000 shares of common stock owned jointly by Mr. Thurber
        and his spouse.

(19)    Consists of 32,000, 35,000 and 75,000 shares issuable upon exercise of
        warrants to purchase shares of A-Fem's common stock at an exercise price
        of $1.50, $3.50 and $5.00 per share, respectively.

(20)    Consists of 2,600 shares issuable upon exercise of a warrant to purchase
        shares of A-Fem's common stock at an exercise price of $1.00 per share.

(21)    Includes 40,000 shares held jointly with the Janet J. Wentworth Trust
        and 10,000 held in Mr. Wentworth's IRA.

(22)    Includes 46,666 and 37,500 shares issuable upon exercise of options to
        purchase A-Fem's common stock at an exercise price of $3.00 and $2.13,
        respectively, and 160,000 shares held jointly by Mr. Wilson and his
        spouse.

                            DESCRIPTION OF SECURITIES

         The authorized capital stock of A-Fem consists of 33,000,000 shares of
common stock, $.01 par value per share and 10,000,000 shares of Preferred Stock,
$0.01 par value per share. As of May 31, 1999, there were 9,496,875 shares of
common stock and 6,137,993 shares of Series A Convertible Preferred Stock
outstanding. All of the outstanding shares of stock are fully paid and
nonassessable.

COMMON STOCK

         The holders of common stock are entitled to one vote for each share
held on all matters submitted to the shareholders.

         Holders of common stock are entitled to receive dividends as may from
time to time be declared by the Board of Directors out of funds legally
available therefor and to one vote per share on all matters on which the holders
of common stock are entitled to vote. The current policy of A-Fem is to retain
earnings to provide funds for the operation and expansion of its business. A-Fem
has never paid any cash dividends, and the Board of Directors does not
anticipate paying cash dividends in the foreseeable future. See "Risk
Factors--Absence of Dividends." Holders of common stock do not have any
cumulative voting rights or conversion, pre-emptive, redemption or sinking fund
rights. In the event of a liquidation, dissolution or winding up of A-Fem,
holders of common stock are entitled to share equally and ratably in A-Fem's
assets, if any, remaining after the payment of all liabilities of A-Fem.

PREFERRED STOCK

         A-Fem is authorized to issue shares of Preferred Stock, $.01 par value,
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 Board of Directors
has the authority to fix and determine the rights and preferences of the shares
of any series so established, including dividends, conversion prices, voting
rights, redemption prices, maturity dates and similar matters without further
action by the shareholders.



                                                                         Page 12
<PAGE>   14

         SERIES A CONVERTIBLE PREFERRED STOCK

         The Series A Convertible Preferred Stock ("Series A Stock") consists of
7,200,000 authorized shares and 6,137,993 shares outstanding. Each shares of
Series A Stock is entitled to receive a liquidation preference of $4.00 per
share (plus any declared but unpaid dividends) and to receive dividends in
preference to holders of the common stock. A holder of shares of Series A Stock
may convert such shares into an equal number of shares of common stock at any
time. The conversion rate is subject to adjustments for dividends and
distributions and any classification, exchange, or substitution of the common
stock or any reorganization, merger, consolidation, or sale of assets by A-Fem.

         The Series A Stock is entitled to vote on all matters submitted to a
vote of the holders of the common stock voting together with the holders of the
common stock as one class. With respect to certain transactions, including the
creation of any senior or pari passu security, any transaction constituting a
deemed dividend under federal tax law, or as otherwise provided by law, the
Series A Stock vote as a class separately from the common stock.

CHANGE IN CONTROL

         The Nevada Control Share Acquisition Act places certain restrictions on
acquisition of control shares, similar to those found in other jurisdictions.
A-Fem has opted, as permitted by Nevada law, to provide in its bylaws that this
Act does not apply to acquisition of shares of A-Fem's stock. A-Fem's articles
and bylaws do not contain any provisions that would delay, defer or prevent a
change in control of A-Fem.

         Pursuant to an agreement between A-Fem and The Proctor & Gamble Company
related to its interlabial pad, in the event of certain changes in control of
A-Fem certain of A-Fem's trademarks used in connection with the interlabial pad
as of the effective date of such agreement will become exclusive to The Proctor
& Gamble Company.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Nevada corporation law provides that a Company may indemnify its
officers, directors and employees for liability arising out of certain actions.
A-Fem has included in its Articles of Incorporation and Bylaws provisions to
indemnify its directors and officers to the fullest extent permitted by Nevada
General Corporation Law. Such indemnification may be available for liabilities
arising in connection with this offering. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling A-Fem pursuant to such indemnification
provisions, the A-Fem 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.

         A-Fem has adopted in its Articles of Incorporation a provision that
limits personal liability for breach of the fiduciary duty of its directors, to
the extent provided by Section 78.037 of the Nevada General Corporation Law.
Such provision eliminates the personal liability of directors for damages
occasioned by breach of fiduciary duty, except for liability based on the
director's duty of loyalty to A-Fem, liability for acts or omissions involving
intentional misconduct, fraud or a knowing violation of law, liability based on
payments of improper dividends, and liability for acts occurring prior to the
date such provision was added.

                              PLAN OF DISTRIBUTION

         The shares being sold by the selling shareholders may be sold from time
to time by such selling shareholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made in the




                                                                         Page 13
<PAGE>   15

over-the-counter market or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. Such shares may be sold by one or more of the following means: (a)
a block trade in which the 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) a purchase by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this prospectus;
and (c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
selling shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the selling
shareholders 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 in connection with
such sales. In addition, any shares covered by this prospectus that qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this prospectus.

         Under agreements that may be entered into by the selling shareholders,
dealers who participate in the distribution of the shares may be entitled to
indemnification by the selling shareholders against certain liabilities,
including liabilities under the Securities Act.

         Certain of the dealers may be customers of, including borrowers from,
engage in transactions with, and perform services for, A-Fem, a selling
shareholder or one or more of their affiliates in the ordinary course of
business.

         The shares offered by the selling shareholders hereby may be
distributed to purchasers thereof in the states of Florida, New Jersey, New
York, Oregon and Washington.

         All of the shares to be issued upon the exercise of the warrants are to
be offered for the account of A-Fem. A-Fem will not pay any sales commissions or
other seller's compensation in connection with the exercise of the warrants.
shares issued upon the exercise of the warrants will be freely transferable by
the holders thereof, subject to compliance with applicable state securities laws
and except for such shares received by persons who may be deemed to be
"affiliates" of A-Fem (within the meaning of Rule 144). Persons who are deemed
to be affiliates of A-Fem within the meaning of Rule 144 may not publicly offer
or sell such shares received upon exercise of the warrants except pursuant to an
effective registration statement under the Securities Act or pursuant to Rule
144 (without regard to the applicable holding period provided thereunder). A-Fem
has not been advised when or whether the holders of the warrants intend to
exercise their warrants, or if they do so, whether they intend to sell their
securities received as a result of such exercise.

         The sale of the shares to be issued upon exercise of the warrants are
being registered or exemptions for such sales are available to A-Fem in the
following states: Oregon, California, New York and Florida. Any resales of such
shares by holders thereof must be made in compliance with applicable state
securities laws.

                     DOCUMENTS ACCOMPANYING THIS PROSPECTUS

         Information regarding A-Fem, including information with respect to
A-Fem's business and its financial statements, may be found in A-Fem's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1998, and A-Fem's
Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999, which
accompany this prospectus.



                                                                         Page 14
<PAGE>   16

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         A-Fem's Annual Report on Form 10-KSB for the year ended December 31,
1998, and A-Fem's Quarterly Report on Form 10-QSB for the quarter ended March
31, 1999, filed with the SEC pursuant to the Exchange Act, are incorporated by
reference in this prospectus.

         A-Fem will provide without charge to each person to whom a copy of this
prospectus has been delivered, on the written or oral request of any such
person, a copy of its Annual Report on Form 10-KSB for the year ended December
31, 1998 and its Quarterly Report on Form 10-QSB for the quarter ended March 31,
1999, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference therein. Requests should be directed to
Martin Harvey, Controller, A-Fem Medical Corporation, 10180 S.W. Nimbus Avenue,
Suite J-5, Portland, Oregon 97223, telephone (503) 968-8800, extension 18.

         The information relating to A-Fem contained in this prospectus does not
purport to be comprehensive and should be read together with the information
contained in its Annual Report on Form 10-KSB for the year ended December 31,
1998 and its Quarterly Report on Form 10-QSB for the quarter ended March 31,
1999.

                             ADDITIONAL INFORMATION

         A-Fem files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document that A-Fem
has filed at the SEC's public reference rooms at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549-1004. You may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet web site at http\\www.sec.gov where some of the
documents A-Fem has filed may be found.

         This prospectus is part of a registration statement that A-Fem has
filed with the SEC. The registration statement contains more information about
A-Fem and its common stock, including supplemental exhibits and schedules. You
can get a copy of the registration statement at the SEC at any of the addresses
listed above or from the SEC's Internet web site.

                                  LEGAL MATTERS

         The validity of the common stock offered hereby has been passed upon by
Perkins Coie LLP, Portland, Oregon.

                                     EXPERTS

         The financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement, to the extent and for the periods
indicated in their reports, have been audited by Arthur Andersen LLP,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in giving said report.




                                                                         Page 15
<PAGE>   17


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

         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 IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY A-FEM OR BY ANY OF THE SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT RELATES
IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                                   ----------











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


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



                                1,684,296 SHARES



                                 A- FEM MEDICAL
                                   CORPORATION

                                  COMMON STOCK




                                  JUNE __, 1999





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


                                                                         Page 16
<PAGE>   18


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<CAPTION>
                                                                       AMOUNT
                                                                       ------
   <S>                                                                <C>
   SEC Registration Fee .........................................     $   783
   Accounting Fees and Expenses* ................................       3,000
   Legal Fees and Expenses* .....................................      75,000
   Blue Sky Fees and Expenses* ..................................      10,000
   Printing, including Registration Statement, prospectus, etc.*.       1,000
   Miscellaneous Expenses* ......................................         217
                                                                      -------
   TOTAL EXPENSES* ..............................................     $90,000
                                                                      =======
</TABLE>

-------------
*Estimated

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Nevada General Corporation Law (the "Nevada Act") requires the
indemnification of an individual made a party to a proceeding because the
individual is or was a director, officer, employee or agent of the corporation
against expenses, including attorney fees, actually and reasonably incurred, to
the extent that the individual is successful on the merits or otherwise in the
individual's defense in the proceeding, or in defense of any claim, issue or
matter therein. In addition, the Nevada Act allows the corporation to indemnify
such an individual if:

         (a)  The conduct of the individual was in good faith;

         (b) The individual reasonably believed that the individual's conduct
was in the best interest of the corporation, or not opposed to its best
interests; and

         (c) In the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful.

In the case of any proceeding by or in the right of the corporation, the
individual must also meet the standards set forth above to be entitled to
indemnification, but may still not be indemnified if the individual is adjudged
liable to the corporation or for amounts paid in settlement to the corporation,
unless ordered by a court of competent jurisdiction upon application.

         Article Twelve of the articles of incorporation of the registrant
requires that the bylaws of the registrant shall provide for the indemnification
of the registrant's directors, officers, employees and agents to the fullest
extent permitted by Nevada law. Article VIII of the bylaws of the registrant
requires the registrant to indemnify any current or former director, officer,
employee or agent from and against expenses actually and reasonably incurred,
including attorney fees, judgments, fines and amounts paid in settlement, in
connection with any action, suit or proceeding to which the individual is a
party because of service to registrant, provided that the individual


                                                                       Page II-1
<PAGE>   19

acted in good faith and in a manner the individual reasonably believed to be in
or not opposed to the best interests of the registrant and, with respect to any
criminal action or proceeding, the individual had no reasonable cause to believe
the individual's conduct was unlawful. The same indemnification obligation
applies to actions by or in the right of the corporation if the foregoing
standards are met, but shall not apply if the individual is adjudged liable to
the corporation or to amounts paid in settlement, unless ordered by a court of
competent jurisdiction. This right to indemnification does not exclude any other
rights to which an individual may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. Article Eight of the bylaws further requires the
indemnification of an individual made a party to a proceeding because the
individual is or was a director, officer, employee or agent of the corporation
against expenses, including attorney fees, actually and reasonably incurred, to
the extent that the individual is successful on the merits or otherwise in the
individual's defense in the proceeding, or in defense of any claim, issue or
matter therein.

         In addition to the rights to indemnification set forth above, the
registrant has, in Article Thirteen of its articles of incorporation, eliminated
the liability of each director and officer of the corporation for damages for
any breach of fiduciary duty, except that a director or officer shall be liable
for damages that result from:

         (a) Acts or omissions that involve intentional misconduct, fraud or
knowing violation of law;

         (b) The willful or grossly negligent payment of any improper dividend
or distribution; or

         (c) Acts or omissions that occurred prior to March 18, 1987.

This provision is consistent with the Nevada Act, which allows the elimination
of personal liability for officers and directors in the articles of
incorporation, except in the situations described in subsections (a) and (b)
above.

ITEM 16.  EXHIBITS.

<TABLE>
<S>         <C>
4.1(1)      Articles of Incorporation, as amended

4.2(1)      Amended and Restated Registration Rights Agreement

4.3(1)      Form of Stock Purchase Warrant

4.4(1)      Form of Series A Preferred Stock Certificate

5.1(2)      Opinion of Perkins Coie

10.1(3)     Employment Agreement between A-Fem Medical Corporation and Steven T.
            Frankel dated effective April 25, 1998

10.2(4)     Business Park Lease between A-Fem Medical Corporation, Petula
            Associates, Ltd. and Koll Portland Associates dated March 1, 1996

10.3(5)     Scholls Business Center First Amendment to Lease between A-Fem
            Medical Corporation, Petula Associates, Ltd. and Equity FC, Ltd.

10.4(6)     Form of Registration Rights Agreement used for Mr. Waller, Esler,
            Stephens & Buckley and Lane, Powell, Spears and Lubersky

10.5(7)     Form of Registration Rights Agreement
</TABLE>



                                                                       Page II-2
<PAGE>   20

<TABLE>
<S>         <C>
10.6(7)     ATHENA Medical Corporation's 1994 Incentive and Non-Qualified Stock
            Option Plan, dated as of June 7, 1994

10.7(7)     Form of Incentive Stock Option Agreement

10.8(7)     Form of Non-Statutory Stock Option Agreement

10.9(7)     Form of Purchase Warrant Certificate

10.10(8)    Agreement dated effective as of April 28, 1997 between The Proctor &
            Gable Company and A-Fem Medical Corporation

10.11(9)    Employment Agreement between A-Fem Medical Corporation and James R.
            Wilson dated as of May 1, 1997

10.12(10)   Form of Capital Lease between A-Fem Medical Corporation and First
            Portland Leasing Corp.

13.1(11)    A-Fem Medical Corporation's Annual Report on Form 10-KSB for the
            year ended December 31, 1998

13.2(11)    A-Fem Medical Corporation's Quarterly Report on Form 10-QSB for the
            quarter ended March 31, 1999

23.1        Consent of Arthur Andersen LLP

23.2        Consent of Perkins Coie LLP.  Included in Exhibit 5.1
</TABLE>

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

(1)     Incorporated by reference to the exhibits to A-Fem's quarterly report on
        Form 10-QSB for the quarter ended September 30, 1998.

(2)     Incorporated by reference to the exhibits to Amendment No. 1 to A-Fem's
        registration statement on Form S-2 (file no. 333-2053), filed with the
        SEC on June 25, 1996.

(3)     Incorporated by reference to the exhibits to A-Fem's quarterly report on
        Form 10-QSB for the quarter ended June 30, 1998.

(4)     Incorporated by reference to the exhibits to A-Fem's registration
        statement on Form S-2 (file no. 333-2053), filed with the SEC on March
        29, 1996.

(5)     Incorporated by reference to the exhibits to A-Fem's registration
        statement on Form S-2 (File no. 333-2053), filed with the SEC on January
        21, 1999.

(6)     Incorporated by reference to the exhibits to A-Fem's registration
        statement on Form S-2 (file no. 33-88230), filed with the SEC on January
        5, 1995.

(7)     Incorporated by reference to the exhibits to A-Fem's annual report on
        Form 10-KSB for the year ended December 31, 1996.



                                                                       Page II-3
<PAGE>   21

(8)     Incorporated by reference to exhibit number 10.1 to A-Fem's current
        report on Form 8-K, file number 0-17119, filed with the SEC on May 16,
        1997.

(9)     Incorporated by reference to the exhibits to A-Fem's quarterly report on
        Form 10-QSB for the quarter ended June 30, 1997.

(10)    Incorporated by reference to the exhibits to A-Fem's annual report on
        Form 10-KSB for the year ended December 31, 1997.

(11)    Previously filed with the SEC.




                                                                       Page II-4
<PAGE>   22

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:

                           (i) To include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) that,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement.

                  (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 that remain unsold at
         the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
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.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant 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
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 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 Act and will be governed by the final
adjudication of such issue.




                                                                       Page II-5
<PAGE>   23

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-2 and has duly caused this
post-effective amendment to registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Portland, State of
Oregon, on June 23, 1999.

                                        A-FEM MEDICAL CORPORATION

                                        By:/s/ Steven T. Frankel
                                           ---------------------------------
                                           Steven T. Frankel
                                           President and Chief Executive Officer

         Each person whose individual signature appears below hereby authorizes
and appoints William H. Fleming and Steven T. Frankel, and each of them, with
full power of substitution and resubstitution and full power to act without the
other, as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments and amendments thereto and any registration statement relating to the
same offering as this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing, ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their and his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on June 23, 1999, by the following
persons in the capacities indicated:

<TABLE>
<CAPTION>
              Signature                                     Title
              ---------                                     -----
<S>                                                  <C>
   /s/ William H. Fleming                   Vice Chairman and Secretary
------------------------------------
      William H. Fleming

    /s/ James E. Reinmuth                   Chairman and Director
------------------------------------
      James E. Reinmuth

    /s/ Steven T. Frankel                   President and Chief Executive Officer
------------------------------------        (principal executive officer)
      Steven T. Frankel

     /s/ James R. Wilson                    Director and Treasurer
------------------------------------        (principal financial officer)
       James R. Wilson

     /s/ Carol A. Scott                     Director
------------------------------------
        Carol A. Scott

     /s/ RoseAnna Sevcik                    Director
------------------------------------
       RoseAnna Sevcik

    /s/ Martin L. Harvey                    Controller
 ------------------------------------       (principal accounting officer)
      Martin L. Harvey
</TABLE>