As filed with the Securities and Exchange Commission on September 7, 2000.

                                                               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
                      (Address of principal executive offices)

                  1999 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
                             (Full Title of Plan)

                             John S. Baumann, Esq.
                               6464 Canoga Avenue
                    Woodland Hills, California 91367-2407
                                (818) 737-4492
            (Name, address and telephone number of agent for service)

                 Approximate Date of Proposed Sale to Employees:
  As soon as practicable after effective date of this Registration Statement
<TABLE>
                        CALCULATION OF REGISTRATION FEE
<CAPTION>
<S>               <C>             <C>              <C>           <C>
Title of          Amount to be    Proposed         Proposed      Amount of
securities to     registered      maximum          maximum       registration
be registered                     offering price   aggregate     fee
                                  per share <F2>   offering
                                                   price

Common Stock,     50,000 shares   $17.375          $868,750.00   $241.51
par value         <F1>
$.05 per share
<FN>
<F1>    The 50,000 shares of Common Stock of the Company registered hereby
        consist of the shares of Common Stock underlying the options granted
        to non-employee directors of the Company pursuant to the 1999 Non-
        Employee Director Stock Incentive Plan.

<F2>    Pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended,
        the proposed maximum offering price per share has been calculated
        based on an exercise price of $17.375 per share.
</FN>
</TABLE>
        In addition, 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 plans described herein.
<PAGE>

                                  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,
         1999;

     2.  The Company's Proxy Statement for the Annual Meeting of Stockholders
         on June 20, 2000;

     3.  The Company's Quarterly Report on Form 10-Q filed by the Company for
         the quarter ended March 31, 2000;

     4.  The Company's Quarterly Report on Form 10-Q filed by the Company for
         the quarter ended June 30, 2000; and

     5.  The description of the Company's common stock as set forth in the
         Registration Statement filed by the Company 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
<PAGE>
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 employee benefit plans.  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.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, 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 September 28, 1999 between the Company
         and American Stock Transfer & Trust Company filed as Exhibit 4 to the
         Company's Current Report on Form 8-K dated September 28, 1999 and
         Incorporated herein by reference

   4.3   1999 Non-Employee Director Stock Incentive Plan filed as Exhibit
         10.35 to the Form 10-K for the year ended December 31, 1999 and
         incorporated herein by reference
<PAGE>
   4.4   1999 Non-Employee Director Stock Incentive Plan Form Award Agreement
         filed as Exhibit 10.36 on Form 10-K for the year ended December 31,
         1999 and incorporated herein by reference

   5     Opinion re Legality

   23    Consent of KPMG 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)   Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Company pursuant to the foregoing
         provisions, 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
<PAGE>
         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.
<PAGE>

                              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 September 7, 2000.

                             SYNCOR INTERNATIONAL CORPORATION


                             By /s/John S. Baumann
                                   John S. Baumann
                                   Senior Vice President and General Counsel
<PAGE>

       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.

Signature                    Title                           Date

/s/Monty Fu                  Chairman of the Board           September 7, 2000
   Monty Fu                  and Director


/s/Robert G. Funari          President, Chief Executive      September 7, 2000
   Robert G. Funari          Officer (Principal Executive
                             Officer) and Director


/s/Michael E. Mikity         Senior Vice President,          September 7, 2000
   Michael E. Mikity         Chief Financial Officer
                             and Treasurer (Principal
                             Financial and Accounting
                             Officer)


/s/George S. Oki             Director                        September 7, 2000
   George S. Oki


/s/Arnold E. Spangler        Director                        September 7, 2000
   Arnold E. Spangler


/s/Steven B. Gerber          Director                        September 7, 2000
   Steven B. Gerber, M.D.


/s/Henry N. Wagner, Jr.      Director                        September 7, 2000
   Henry N. Wagner, Jr., M.D.


/s/Gail R. Wilensky          Director                        September 7, 2000
   Gail R. Wilensky, Ph.D.


/s/Ronald A. Williams        Director                        September 7, 2000
   Ronald A. Williams
<PAGE>

                               INDEX OF EXHIBITS

Exhibit No.                                                      Page No.

     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 September 28, 1999
             between the Company and American Stock Transfer
             & Trust Company, filed as Exhibit 4 to the
             Company's Current Report on Form 8-K dated
             September 28, 1999 and incorporated herein by
             reference

     4.3     1999 Non-Employee Director Stock Incentive Plan
             filed as Exhibit 10.35 on Form 10-K for the year
             ended December 31, 1999

     4.4     1999 Non-Employee Director Stock Incentive Plan
             Form of Award Agreement filed as Exhibit 10.36
             on Form 10-K for the year ended December 31, 1999

     5       Opinion re Legality                                        E-2

     23      Consent of KPMG LLP                                        E-4

     24      Power of Attorney (contained in section prior to the       6
             Signature Page filed with this registration statement)
<PAGE>

                                      EXHIBIT 5

                            SYNCOR INTERNATIONAL CORPORATION


September 7, 2000

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 50,000 shares of
Common Stock, $0.05 par value (the "Common Stock"), of the Corporation
authorized for issuance under the Corporation's 1999 Non-Employee Director
Stock Incentive Plan, effective as of November 11, 1999.

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.

The opinions the undersigned expresses herein are limited to matters involving
New York law, the federal laws of the United States, and, as to limited
matters, the General Corporation Law of the State of Delaware.
<PAGE>
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/John S. Baumann
   John S. Baumann
   Senior Vice President and General Counsel
<PAGE>

                                   EXHIBIT 23

                          INDEPENDENT AUDITORS' CONSENT




The Board of Directors
Syncor International Corporation


We consent to incorporation by reference in the registration statement on Form
S-8 of Syncor International Corporation of our report dated February 16, 2000,
relating to the consolidated balance sheets of Syncor International
Corporation and subsidiaries as of December 31, 1999, and 1998, and the
related consolidated statements of income, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1999, which report appears in the December 31, 1999
annual report on Form 10-K for Syncor International Corporation.



                                                 /s/KPMG LLP




Los Angeles, California
September 5, 2000