S-8

         As filed with the Securities and Exchange Commission on March 31, 2006
Registration No. ___-_______

UNITED STATES
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)
3760 Rocky Mountain Avenue Loveland, CO	80538
(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
3760 Rocky Mountain Avenue
Loveland, CO 80538
(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,    $0.001 par value	1,500,000	$1.05	$1,575,000	$168.53

(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 March 28, 2006.

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

EXPLANATORY NOTE

         This Registration Statement is being filed in accordance with General Instruction E to Form S-8 for the purpose of registering 1,500,000 shares of common stock, $0.001 par value, of Heska Corporation (the “Registrant”), reserved for issuance under the 1997 Stock Incentive Plan of Heska Corporation (the “Plan”). These shares are additional 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 (the “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, January 31, 2003, File No. 333-102871, February 11, 2004, File No. 333-112701 and March 8, 2005, File No. 333-123196 are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        The following documents filed by the Registrant with the 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, 2005, filed with the Commission on March 31, 2006 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(2) The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 13, 2005.

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

        In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.

        Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.  Exhibits

Exhibit
Number                                    Description

5.1 Opinion of Heller Ehrman LLP as to the legality of the securities being registered.

23.1 Consent of KPMG LLP.

23.2 Consent of Heller Ehrman LLP (included in Exhibit 5.1).

24.1  Power of Attorney (included on the signature page of this Registration Statement).

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 Loveland, State of Colorado, on March 31, 2006.

HESKA CORPORATION


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

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert B. Grieve and Jason A. 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 March 31, 2006

/s/ Jason A. Napolitano
————————————————
Jason A. Napolitano Executive Vice President and Chief
Financial Officer (Principal Financial
Officer) & Secretary March 31, 2006

/s/ Michael A. Bent
————————————————
Michael A. Bent Vice President, Controller and Principal
Accounting Officer March 31, 2006

/s/ William A. Aylesworth
————————————————
William A. Aylesworth Director March 31, 2006

/s/ Elisabeth DeMarse
————————————————
Elisabeth DeMarse Director March 31, 2006

/s/ A. Barr Dolan
————————————————
A. Barr Dolan Director March 31, 2006

/s/ Peter Eio
————————————————
Peter Eio Director March 31, 2006

/s/ G. Irwin Gordon
————————————————
G. Irwin Gordon Director March 31, 2006

/s/ Tina S. Nova, Ph.D.
————————————————
Tina S. Nova, Ph.D. Director March 31, 2006

/s/ Lynnor B. Stevenson, Ph.D.
————————————————
Lynnor B. Stevenson, Ph.D. Director March 31, 2006

/s/ John F. Sasen, Sr.
————————————————
John F. Sasen, Sr. Director March 31, 2006

INDEX TO EXHIBITS

Exhibit
Number                            Description

5.1 Opinion of Heller Ehrman LLP as to the legality of the securities being registered.

23.1 Consent of KPMG LLP.

23.2 Consent of Heller Ehrman LLP (included in Exhibit 5.1).

24.1 Power of Attorney (included on the signature page of this Registration Statement).

EX-5

Exhibit 5.1

March 31, 2006

Heska Corporation
3760 Rocky Mountain Avenue
Loveland, CO 80538

Registration Statement on Form S-8

Ladies and Gentlemen:

        This opinion is furnished to Heska Corporation (the “Company”) in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, an aggregate of 1,500,000 shares of the Company’s Common Stock (the “Shares”) reserved for issuance under the Company’s 1997 Stock Incentive Plan (the “Plan”).

        We have based our opinion upon our review of the relevant records, documents, instruments and certificates of the Company. In connection with this opinion, we have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the authenticity and conformity to the originals of all records, documents and instruments submitted to us as copies.

        This opinion is limited to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion.

        Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Registration Statement becomes and remains effective during the period when the Shares are offered, issued and sold, (ii) the Shares to be sold are issued in acccordance with the terms of the Plan, (iii) the Company receives the full consideration for the Shares as stated in the Plan, it is our opinion that the Shares covered by the Registration Statement, when issued and sold by the Company, after payment therefore in the manner provided in the Plan and the Registration Statement, will be legally issued, fully paid and non-assessable.

        We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and in any amendment thereto.

Very truly yours,

HELLER EHRMAN LLP
/s/ Heller Ehrman LLP

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Heska Corporation:

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 1997 Stock Incentive Plan of Heska Corporation and subsidiaries of our report dated March 29, 2006, with respect to the consolidated balance sheets of Heska Corporation and subsidiaries as of December 31, 2004 and 2005, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2005 and related financial statement schedule, which report appears in the December 31, 2005 annual report on Form 10-K of Heska Corporation and subsidiaries.

/s/      KPMG LLP

Denver, Colorado
March 29, 2006