S-8

        As filed with the Securities and Exchange Commission on February 11, 2004

Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

HESKA CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	77-0192527
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1613 Prospect Parkway Fort Collins, CO	80525
(Address of Principal Executive Offices)	(Zip Code)

1997 STOCK INCENTIVE PLAN OF HESKA CORPORATION

(Full title of the plan)

Robert B. Grieve
Chairman and Chief Executive Officer
HESKA CORPORATION
1613 Prospect Parkway
Fort Collins, CO 80525
(970) 493-7272

(Name, address, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock	1,500,000	$2.62	$3,930,000	$497.93

(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices as reported on the Nasdaq SmallCap Market on February 6, 2004.

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

GENERAL INSTRUCTION E INFORMATION

         This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Forms S-8 relating to the same employee benefit plan are effective.

        The Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on August 21, 1997, File No. 333-34111, February 27, 1998, File No. 333-47124, February 11, 1999, File No. 333-72155, May 31, 2000, File No. 333-38138, February 7, 2001, File No. 333-55112, February 4, 2002, File No. 333-82096 and January 31, 2003, File No. 333-102871 are hereby incorporated by reference.

INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:

(1) The Registrant’s latest Annual Report on Form 10-K (File No. 333-72155) for the fiscal year ended December 31, 2002 which contains the balance sheets of the Registrant as of December 31, 2002 and the related statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2002, together with the report thereon of KPMG LLP, independent auditors and also contains the balance sheets of the Registrant as of December 31, 2001 and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2000 and 2001, together with the report thereon of Arthur Andersen LLP, independent auditors.

(2) The Registrant’s Definitive 14A Proxy Statement filed April 25, 2003.

(3) The Registrant’s Quarterly Reports on Form 10-Q (File No. 333-72155) for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003.

(4) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-22427), filed on April 24, 1997.

        In addition, all documents subsequently filed by Registrant 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 part hereof from the date of filing of such documents.

EXHIBITS

Exhibit
Number Exhibit

5.1 Opinion regarding legality of the securities to be offered.

23.1 Consent of Independent Auditors.

23.2 Notice concerning Arthur Andersen LLP.

23.3  Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1).

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant, Heska Corporation, 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 Fort Collins, State of Colorado, on February 5, 2004.

HESKA CORPORATION


BY:   /s/ ROBERT B. GRIEVE
       ——————————————
         Robert B. Grieve, Chairman and
         Chief Executive Officer
        (Principal Executive Officer)

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert B. Grieve and Jason Napolitano, and each of them his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

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

Signature Title Date

/s/ ROBERT B. GRIEVE
————————————————
Robert B. Grieve Chairman and Chief Executive Officer
(Principal Executive Officer) and
Director February 5, 2004

/s/ JASON A. NAPOLITANO
————————————————
Jason A. Napolitano Executive Vice President and Chief
Financial Officer (Principal Financial
Officer) and Secretary February 5, 2004

/s/ MICHAEL A. BENT
————————————————
Michael A. Bent Vice President, Controller (Principal
Accounting Officer) February 5, 2004

/s/ WILLIAM A. AYLESWORTH
————————————————
William A. Aylesworth Director February 5, 2004

/s/ A. BARR DOLAN
————————————————
A. Barr Dolan Director February 5, 2004

/s/ PETER EIO
————————————————
Peter Eio Director February 5, 2004

/s/ G. IRWIN GORDON
————————————————
G. Irwin Gordon Director February 5, 2004

/s/ LYLE A. HOHNKE
————————————————
Lyle A. Hohnke Director February 5, 2004

/s/ LYNNOR B. STEVENSON, PH.D.
————————————————
Lynnor B. Stevenson, Ph.D. Director February 5, 2004

/s/ JOHN F. SASEN, SR.
————————————————
John F. Sasen, Sr. Director February 5, 2004

INDEX TO EXHIBITS

Exhibit
Number Description

5.1 Opinion regarding legality of securities to be offered.

23.1 Consent of Independent Auditors.

23.2 Notice concerning Arthur Andersen LLP.

23.3 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1).

EX-5

Exhibit 5.1

February 10, 2004

Heska Corporation
1613 Prospect Parkway
Fort Collins, CO 80525

     Re:      Registration Statement on Form S-8

Dear Ladies and Gentlemen:

        With reference to the Registration Statement on Form S-8 to be filed by Heska Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 1,500,000 shares of the Company’s Common Stock issuable pursuant to the Company’s 1997 Stock Incentive Plan (the “Stock Plan”), it is our opinion that such shares of the Common Stock of the Company, when issued and sold in accordance with the Stock Plan, will be legally issued, fully paid and nonassessable.

        We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati

EX-23

Exhibit 23.1

INDEPENDENT AUDITORS’ CONSENT

The Board of Directors and Stockholders of Heska Corporation:

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1997 Stock Incentive Plan of Heska Corporation and subsidiaries of our report dated March 28, 2003, with respect to the consolidated balance sheet of Heska Corporation and subsidiaries, as of December 31, 2002, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and related financial statement schedule, which report appears in the December 31, 2002 annual report on Form 10-K of Heska Corporation and subsidiaries.  Our report refers to the Company’s adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

Our report also refers to our audit of the disclosures added to revise the 2001 and 2000 consolidated financial statements, as more fully described in note 2, to the consolidated financial statements. However, we were not engaged to audit, review or apply any procedures to the 2001 and 2000 consolidated financial statements other than with respect to such disclosures.

/s/     KPMG LLP

Denver, Colorado
February 10, 2004

EX-23

Exhibit 23.2

NOTICE CONCERNING ARTHUR ANDERSEN LLP

The balance sheets of Heska Corporation (“Heska”) as of December 31, 2001 and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2000 and 2001, included in our annual report on Form 10-K for the year ended December 31, 2002 (the“10-K”) and incorporated by reference in this registration statement were audited by Arthur Andersen, independent public accountants (“Andersen”), as indicated in their report with respect thereto, and are included herein in reliance upon the authority of such firm as experts in giving said report. In 2002, Andersen ceased practicing before the Securities and Exchange Commission.

Section 11(a) of the Securities Act of 1933, as amended (the “Securities Act”), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant.

Andersen has not consented to the inclusion of their report in this registration statement, and in reliance upon Rule 437a of the Securities Act, we have not therefore filed their consent. Because Andersen has not consented to the inclusion of their report in this registration statement, it may become more difficult for you to seek remedies against Andersen in connection with any material misstatement or omission that may be contained in our financial statements for such periods. In particular, and without limitation, you will not be able to recover against Andersen under Section 11 of the Securities Act for any untrue statement of a material fact contained in the financial statements audited by Andersen or any omission of a material fact required to be stated in those financial statements.