S-8

As filed with the Securities and Exchange Commission on June 1, 2006

 Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SONTRA MEDICAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	41-1649949
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

10 Forge Parkway, Franklin, Massachusetts	02038
(Address of Principal Executive Offices)	(Zip Code)

2003 Stock Option and Incentive Plan, as amended

(Full Title of the Plan)

Sean F. Moran

Chief Financial Officer

Sontra Medical Corporation

10 Forge Parkway

Franklin, Massachusetts 02038

(Name and Address of Agent for Service)

(508) 553-8850

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Thomas B. Rosedale, Esq.

BRL Law Group LLC

31 St. James Avenue, Suite 850

Boston, Massachusetts 02116

(617) 399-6931

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $.01 par value	2,616,639 shares	$0.23(1)	$601,827	$64.40
	883,361 shares	$0.25(2)	$220,840	$23.63
Total:	3,500,000 shares		$822,667	$88.03

(1)	Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices of the Common Stock on the Nasdaq Capital Market on May 24, 2006 in accordance with Rules 457(c) and 457(h) promulgated under the Securities Act of 1933, as amended.
(2)	All of such shares are issuable upon the exercise of outstanding options to purchase the number of shares at the exercise price listed. Pursuant to Rule 457(h)(1), the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.

Statement of Incorporation by Reference

In accordance with General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement On Form S-8 (File No. 333-106201) filed by the Registrant on June 17, 2003 relating to the 2003 Stock Option and Incentive Plan (the “Plan”), except as to the item set forth below. This Registration Statement provides for the registration of an additional 3,500,000 shares under the Plan.

Item 8. Exhibits

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Franklin, Commonwealth of Massachusetts on June 1, 2006.

SONTRA MEDICAL CORPORATION
By:	_____/s/ Sean F. Moran____
	Sean F. Moran Chief Financial Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Sontra Medical Corporation, hereby severally constitute Thomas W. Davison and Sean F. Moran, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Sontra Medical Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on June 1, 2006.

Signature	Title
/s/ Michael R. Wigley	Chairman of the Board of Directors
Michael R. Wigley
/s/ Thomas W. Davison	President, Chief Executive Officer and Director (Principal Executive Officer)
Thomas W. Davison
/s/ Sean F. Moran	Chief Financial Officer (Principal Financial and Accounting Officer)
Sean F. Moran
/s/ Joseph F. Amaral	Director
Joseph F. Amaral
______________	Director
Gary S. Kohler
/s/ Robert S. Langer	Director
Robert S. Langer
/s/ Gerard E. Puorro	Director
Gerard E. Puorro
/s/ Brian F. Sullivan	Director
Brian F. Sullivan

EXHIBIT INDEX

Exhibit Number	Description
4.1	Second Amended and Restated Articles of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3.01 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 (File No. 000-23017).
4.2	Articles of Amendment of Second Amended and Restated Articles of Incorporation, dated May 25, 2005 is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K dated May 24, 2005 (File No. 000-23017).
4.3	Statement of the Powers, Designations, Preferences and Rights of the Series A Convertible Preferred Stock of the Registrant is incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-109716).
4.4	Amended and Restated Bylaws of the Registrant is incorporated herein by reference to Exhibit 3.03 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 (File No. 000-23017).
4.5	Specimen Certificate of Common Stock, $.01 par value per share, of the Registrant is incorporated herein by reference to Exhibit 4.02 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002 (File No. 000-23017).
5.1	Opinion of BRL Law Group LLC
23.1	Consent of BRL Law Group LLC (included in Exhibit 5.1)
23.2	Consent of Wolf & Company, P.C.
24.1	Power of Attorney (included in the signature pages of this Registration Statement)
99.1	2003 Stock Option and Incentive Plan, as amended, is incorporated herein by reference to Appendix I to the Registrant’s Definitive Schedule 14A filed April 6, 2006 (File No. 000-23017)

EX-5.1

Exhibit 5.1

BRL Law Group LLC

31 St. James Avenue, Suite 850

Boston, Massachusetts 02116

June 1, 2006                

Sontra Medical Corporation

10 Forge Parkway

Franklin, MA 02038

     Re:      Registration Statement on Form S-8  

Ladies and Gentlemen:

     We have acted as counsel to Sontra Medical Corporation (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 3,500,000 shares of Common Stock, $.01 par value per share (the “Shares”), of the Company to be issued pursuant to the Company’s 2003 Stock Option and Incentive Plan, as amended (the “Plan”).

     We have examined the Second Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Bylaws of the Company, each as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings (and written consents in lieu thereof) of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

     We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the Minnesota Business Corporation Act statute and the federal laws of the United States of America.

     Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-B under the Securities Act.  

Very truly yours,

/s/ BRL Law Group LLC

BRL Law Group LLC  

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Sontra Medical Corporation (the “Company”) of our report dated January 25, 2006, except for Note 15 as to which the date is March 9, 2006, relating to our audit of the consolidated financial statements which appear in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005.   We also consent to the reference to our firm under the caption “Experts”.

/s/ Wolf & Company, P.C.

Wolf & Company, P.C.

Boston, Massachusetts

May 31, 2006