As filed with the Securities and Exchange Commission on December 2, 1998.

                                                                 File No. 

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                        SYNCOR INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                  85-0229124                 
(State of Incorporation)                  (I.R.S. Employer Identification No.)

                              6464 Canoga Avenue
                    Woodland Hills, California 91367-2407
                   (Address of principal executive offices)

                       SYNCOR INTERNATIONAL CORPORATION 
                        NEW EMPLOYEE STOCK OPTION PLAN
                              (Full Title of Plan)

                           Haig S. Bagerdjian, Esq.
                             6464 Canoga Avenue
                    Woodland Hills, California 91367-2407
                              (818) 737-4549
          (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities  Amount to be  Proposed max.   Proposed max.  Amount of
to be registered     registered    offering price  aggregate      registration
                                   per share (2)   offering price fee
<S>                  <C>           <C>             <C>            <C>
Common Stock,        500,000       $22.25          $11,125,000    $3,092.75
par value $.05       shares (1)
per share
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2)  Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the
proposed maximum offering price per share has been calculated based on the
average of the high and low price per share of the Company=s common stock on
November 25, 1998 as reported in the NASDAQ National Market.






                               PART II

Item 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                The following documents filed with the Commission are
incorporated in this registration statement by reference:

         1.     The Annual Report on Form l0-K filed by Syncor International
                Corporation (the "Company") for the fiscal year ended December
                31, 1997;

         2.     The Company's Proxy Statement for the Annual Meeting of the
                Stockholders on June 16, 1998.

         3.     The Company's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 1998.

         4.     The Company's Quarterly Report on Form 10-Q for the quarter
                ended June 30, 1998; and

         5.     The Company's Quarterly Report on Form 10-Q for the quarter 
                ended September 30, 1998.

         6.     The description of the Company's common stock as set forth in
                the Registration Statement filed for such stock under Section
                12 of the Securities Exchange Act of 1934, including all
                amendments to such description as set forth in all amendments
                filed to such Registration Statement or in any periodic report
                filed with the Commission pursuant to the provisions of such
                Act.

                All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4.     DESCRIPTION OF SECURITIES

            Not applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

            Not applicable.

Item 6.     INDEMNIFICATION OF OFFICERS AND DIRECTORS

            Article VI of the By-Laws of the Company provides for the
indemnification of each officer and director of the Company, to the fullest
extent permitted by law,  against all liability and loss, expenses, judgments,
fines and settlement amounts actually and reasonably incurred by such person
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact  that
such person, or a person for whom such person is the legal representative, is
or was a director or officer of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, nonprofit entity or other
enterprise, including service with respect to an employee benefit plan.  The
Company, however, shall be required to indemnify a person in connection with a
proceeding initiated by such person only if the proceeding was authorized by
the Board of Directors of the Company.  The Company also has entered into
Indemnity Agreements with the officers and directors of the Company pursuant
to which an officer or director is entitled to indemnification if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. 

            Article 10 of the Company's Restated Certificate of Incorporation
states that a director shall have no personal liability to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except in the case of: (a) any breach of the director's duty of loyalty to the
Company or its shareholders; (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation; (c) unlawful payment of
dividends or unlawful stock purchase or redemption pursuant to Section 174 of
Delaware's General Corporation Law; or (d) any transaction from which the
director derived an improper personal benefit.

            In so far 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, the Company has
been informed 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 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 Act and will be governed by the
final adjudication of such issue.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

Item 8.     EXHIBITS

      4.1   Stock Certificate of Common Stock of the Company filed as Exhibit
            4.1 to the August 26, 1986 Form 10-K and incorporated herein by
            reference

      4.2   Rights Agreement dated as of November 8, 1989 between the Company
            and American Stock Transfer & Trust Company filed as Exhibit 2.1
            to the Registration Statement on Form 8-A dated November 3, 1989
            and incorporated herein by reference

      4.3   Syncor International Corporation New Employee Stock Option Plan,
            effective June 1, 1998, filed as Exhibit 10.1 to the Company's
            Quarterly Report on Form 10-Q for the quarter ended September 30,
            1998 and incorporated herein by reference.
 
       5    Opinion re Legality

      23    Consent of KPMG Peat Marwick LLP

      24    Power of Attorney (contained in the Section prior to the Signature
            Page filed with this registration statement.

Item 9.     UNDERTAKINGS

      (a)   The Company hereby undertakes:

           (l)   To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this registration
                 statement 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 which remain
                 unsold at the termination of the offering.

      (b)  The Company hereby undertakes that, for purposes of determining any
           liability under the Securities Act of 1933, each filing of the
           Company's annual report pursuant to Section 13(a) or Section 15(d)
           of the Securities Exchange Act of 1934 that are 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)  In so far 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, the Company has been informed 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 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 Act and will be
           governed by the final adjudication of such issue.


                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the caption designated "SIGNATURES", constitutes and
appoints Monty Fu and Robert G. Funari, his true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, 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, each acting alone, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone or his substitute or resubstitutes, may
lawfully do or cause to be done by virtue hereof.

                                     SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, as amended, the Company 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 Woodland Hills and
State of California on November 30, 1998.

                                     SYNCOR INTERNATIONAL CORPORATION



                                     By  /s/ Haig S. Bagerdjian     
                                       Haig S. Bagerdjian
                                       Executive Vice President,
                                       Chief Legal Officer and Secretary



     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature                   Title                            Date

<S>                         <C>                               <C>              
/s/ Monty Fu                Chairman of the Board            November 30, 1998
Monty Fu                    and Director 


/s/ Robert G. Funari        President, Chief Executive       November 30, 1998
Robert G. Funari            Officer (Principal Executive   
                            Officer) and Director

/s/ Paul B. Nutter          Executive Vice President,        November 30, 1998
Paul B. Nutter              Chief Operating Officer


/s/ Haig S. Bagerdjian      Executive Vice President,        November 30, 1998
Haig S. Bagerdjian          Chief Legal Officer and     
                            Secretary

/s/ Michael E. Mikity       Senior Vice President, Chief     November 30, 1998
Michael E. Mikity           Financial Officer and Treasurer
                            (Principal Financial-Accounting
                            Officer)

/s/ George S. Oki           Director                         November 30, 1998
George S. Oki


/s/ Arnold E. Spangler      Director                         November 30, 1998
Arnold E Spangler


/s/ Steven B. Gerber M.D.   Director                         November 30, 1998
Steven B. Gerber, M.D.


/s/Henry N. Wagner, Jr. M.D.Director                         November 30, 1998
Henry N. Wagner, Jr. M.D.


/s/ Gail R. Wilensky, Ph.D. Director                         November 30, 1998
Gail R. Wilensky, Ph.D.
</TABLE>  




                             INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.                                                         Page No.
<S>                   <C>                                           <C>  
     4.1              Stock Certificate of Common Stock of 
                      the Company filed as Exhibit 4.1 to 
                      the August 26, 1986 Form 10-K and 
                      incorporated herein by reference

     4.2              Rights Agreement dated as of November 8, 
                      1989 between the Company and American 
                      Stock Transfer & Trust Company filed as 
                      Exhibit 2.1 to the Registration Statement 
                      on Form 8-A dated November 3, 1989 and 
                      incorporated herein by reference.
     
     4.3              Syncor International Corporation New
                      Employee Stock Option Plan, effective 
                      June 1, 1998, filed as Exhibit 10.1 to the
                      Company's Quarterly Report on Form 10-Q and
                      incorporated herein by reference.

     5                Opinion re Legality                              E-17

     23               Consent of KPMG Peat Marwick LLP                 E-18

     24               Power of Attorney (contained in section          5
                      prior to the signature Page filed with this
                      registration statement)
</TABLE>
                      









<PAGE>
                                   EXHIBIT 5
                         SYNCOR INTERNATIONAL CORPORATION

November 30, 1998

Syncor International Corporation
6464 Canoga Avenue
Woodland Hills, CA 91367-2407

Re:    Syncor International Corporation
       Registration Statement on Form S-8

Gentlemen:

I have been requested to render this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement") of Syncor
International Corporation, a Delaware corporation (the "Corporation"), filed
with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of 500,000 shares
of Common Stock, $0.05 par value (the "Common Stock"), of the Corporation
authorized for issuance under the Corporation's New Employee Stock Option
Plan, effective as of June 1, 1998.

As counsel to the Corporation, I have reviewed the Registration Statement and
the Exhibits thereto, the Certificate of Incorporation and Bylaws of the
Corporation, as amended to date, and the minutes of the proceedings of the
Corporation's Board of Directors, and have also examined such other records,
documents, instruments and certificates of certain officers of the
Corporation, made such inquiries of officers of the Corporation, and
considered such questions of law as I have deemed necessary for the purpose
of rendering the opinions set forth herein.

In my examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or
photostatic copies, and the authenticity of the originals of such latter
documents.

Based upon and subject to the foregoing and in reliance thereon, it is my
opinion that the Common Stock has been duly authorized for issuance and will,
when sold, be legally issued, fully paid and nonassessable.

This opinion is being furnished to you solely in connection with the
Registration Statement.  I hereby consent to the filing of this opinion, or
any copies thereof, as an Exhibit to the Registration Statement.

Very truly yours,


/s/ Haig S. Bagerdjian
Haig S. Bagerdjian
Chief Legal Officer




                                  EXHIBIT 23

                          INDEPENDENT AUDITORS' CONSENT




The Board of Directors
Syncor International Corporation


We consent to the use of our report dated February 25, 1998 incorporated
herein by reference in the Registration Statement on Form S-8 of Syncor
International Corporation, relating to the consolidated balance sheets of
Syncor International Corporation and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three-year period ended December
31, 1997, and the related schedule. 


                                                  /s/ KPMG Peat Marwick LLP




Los Angeles, California
November 30, 1998