UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): DECEMBER 7, 2005

                              ALPHA INNOTECH CORP.
             (Exact name of registrant as specified in its charter)

          DELAWARE                    1-14257                    58-1729436
(State or other jurisdiction        (Commission                (IRS Employer
        of incorporation)            File Number)            Identification No.)


2401 MERCED STREET, SAN LEANDRO, CALIFORNIA                             94577
(Address of principal executive offices)                             (Zip Code)

       Registrant's telephone number, including area code: (510) 483-9620

                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

         |_|      Written   communications   pursuant  to  Rule  425  under  the
                  Securities Act (17 CFR 230.425)

         |_|      Soliciting material pursuant to Rule 14a-12 under the Exchange
                  Act (17 CFR 240.14a-12)

         |_|      Pre-commencement  communications  pursuant  to  Rule  14d-2(b)
                  under the Exchange Act (17 CFR 240.14d-2(b))

         |_|      Pre-commencement  communications  pursuant  to Rule  13e-4(c))
                  under the Exchange Act (17 CFR 240.13e-4c))





ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On December 7, 2005,  the Board of  Directors of Alpha  Innotech  Corp.
(the "Company")  approved  revised  compensation  arrangements  for non-employee
directors of the Company. Effective December 7, 2005, each non-employee director
of the Company  will  receive an annual cash  retainer of $10,000.  In addition,
each  non-employee  director will receive a cash payment of $1,000 for attending
each  meeting of the Board of directors  in person and $250 for  attending  each
meeting of the Board of Director via teleconference.

         The Board of  Directors  also  approved a stock  option  grant for each
non-employee  director  of 10,000  shares of Common  Stock of the Company at the
exercise price of $1.50 per share to vest monthly  beginning on December 7, 2005
for so long as such director continues to serve on the Board of Directors of the
Company, to be fully vested December 7, 2006.


                                       2



                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            ALPHA INNOTECH CORP.


Date:    December 9, 2005                   By: /S/ HASEEB CHAUDHRY
                                                --------------------------------
                                                Haseeb Chaudhry
                                                Chief Executive Officer


                                       3