<PAGE>   1
      As filed with the Securities and Exchange Commission on May 8, 1996
                                                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                        --------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            FUISZ TECHNOLOGIES LTD.
           (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                           <C>
                DELAWARE                                            52-1579474
     (State or Other Jurisdiction                                (I.R.S. Employer
   of Incorporation or Organization)                          Identification Number)

    3810 CONCORDE PARKWAY, SUITE 100                                  22021
             CHANTILLY, VA                                          (Zip Code)
(Address of Principal Executive Offices)
</TABLE>

                            FUISZ TECHNOLOGIES LTD.
                            1991 STOCK OPTION PLAN,
                           1994 STOCK INCENTIVE PLAN,
                       1994 EMPLOYEE STOCK PURCHASE PLAN,
                                      AND
                        1994 DIRECTOR STOCK OPTION PLAN
                           (Full Title of the Plans)

                              PATRICK D. SCRIVENS
        EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
                            FUISZ TECHNOLOGIES LTD.
                        3810 CONCORDE PARKWAY, SUITE 100
                              CHANTILLY, VA  22021
                    (Name and Address of Agent for Service)

                                 (703) 803-3260
         (Telephone Number, Including Area Code, of Agent for Service)

                                ---------------

                                   Copies to:

                              JOHN F. OLSON, ESQ.
                          GIBSON, DUNN & CRUTCHER LLP
                     1050 CONNECTICUT AVENUE, NW, SUITE 900
                             WASHINGTON, DC  20036
                                 (202) 955-8500

                                -----------------
<TABLE>
<CAPTION>
========================================================================================================================
                                           CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
                                                           PROPOSED            PROPOSED MAXIMUM                       
    TITLE OF SECURITIES           AMOUNT TO BE         MAXIMUM OFFERING       AGGREGATE OFFERING         AMOUNT OF    
     TO BE REGISTERED            REGISTERED(1)        PRICE PER SHARE(2)           PRICE(2)          REGISTRATION FEE 
- ------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                        <C>               <C>                         <C>
Common Stock, par value            
$.01 per share. . . . . .          2,283,058                  N/A               $35,212,373.50              $12,142.20
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The shares of Common Stock being registered hereunder are reserved in the
     aggregate for issuance pursuant to the Company's 1994 Stock Incentive
     Plan, 1994 Employee Stock Purchase Plan and 1994 Director Stock Option
     Plan (the "1994 Plans") and 1991 Stock Option Plan.  Pursuant to Rule 416,
     this Registration Statement also covers such number of additional shares
     of Common Stock as may become available for issuance pursuant to the
     foregoing plans in the event of certain changes in outstanding shares,
     including reorganizations, recapitalizations, stock splits, stock
     dividends and reverse stock splits.

(2)  Estimated solely for the purpose of calculating the registration fee.  The
     registration fee has been calculated in accordance with Rule 457(h) under
     the Securities Act of 1933 based (a) in the case of 695,682 shares
     registered with respect to options that remained available for award under
     the 1994 Plans on the date of filing of this Registration Statement, upon
     the average price of the Common Stock on May 7, 1996, which was $27.25 and
     (b) in the case of 1,587,376 shares registered with respect to options
     outstanding under the various plans, with an aggregate exercise price of
     $16,255,039, upon the price at which the options may be exercised, which
     averages $10.24 per share.

================================================================================
<PAGE>   2

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION.

                 Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                 Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents of the Registrant heretofore filed
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated in this Registration Statement by reference:

(1)      The Registrant's latest annual report or latest prospectus filed
         pursuant to Rule 424(b) under the Securities Act of 1933, as amended
         (the "Securities Act"), that contains audited financial statements for
         the Registrant's latest fiscal year for which such statements have
         been filed, or if no such report has been filed, its registration
         statement on Form S-1, filed with the Commission on April 3, 1996,
         File No. 333-3194, as amended;

(2)      All other reports filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         since the end of the fiscal year covered by Registrant's latest annual
         report or prospectus referred to in (1) above;

(3)      The description of the Common Stock set forth under the caption
         "Description of Capital Stock" in the Registrant's registration
         statement on Form S-1, filed with the Commission on April 3, 1996,
         File No. 333-3194, together with any amendment or report filed with
         the Commission for the purpose of updating such description.

                 All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all such
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 reports and documents.


                                      II-1
<PAGE>   3

                 Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier 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 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Section 145 ("Section 145") of the Delaware General
Corporation Law, as amended, provides a detailed statutory framework covering
indemnification of officers and directors against liabilities and expenses
arising out of legal proceedings brought against them by reason of their being
or having been directors or officers.  Section 145 generally provides that a
director or officer of a corporation (i) shall be indemnified by the
corporation for all expenses of such legal proceedings when he is successful on
the merits, (ii) may be indemnified by the corporation for the expenses,
judgments, fines and amounts paid in settlement of such proceedings (other than
a derivative suit), even if he is not successful on the merits, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful, and
(iii) may be indemnified by the corporation for the expenses of a derivative
suit (a suit by a stockholder alleging a breach by a director or officer of a
duty owed to the corporation), even if he is not successful on the merits, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation.  No indemnification may be
made under clause (iii) above, however, if the director or officer is adjudged
liable for negligence or misconduct in the performance of his duties to the
corporation, unless a corporation determines that, despite such adjudication,
but in view of all the circumstances, he is entitled to indemnification.  The
indemnification described in clauses (ii) and (iii) above may be made only upon
a determination that indemnification is proper because the applicable standard
of conduct has been met.  Such a determination may be made by a majority of a
quorum of disinterested directors, independent legal counsel, the stockholders
or a court of competent jurisdiction.

                 The indemnification of directors and officers is provided for
by Article SEVENTH of the Registrant's Certificate of Incorporation which
provides in substance that, to the fullest extent permitted by Delaware law as
it now exists or as amended, each director and officer shall be indemnified
against reasonable costs and expenses, including attorney's fees,


                                      II-2

<PAGE>   4

and any liabilities which he may incur in connection with any action to which
he may be made a party by reason of his being or having been a director or
officer of the Registrant.  The indemnification provided by the Registrant's
Certificate of Incorporation is not deemed exclusive of or intended in any way
to limit any other rights to which any person seeking indemnification may be
entitled.

                 Section 102(b)(7) of the Delaware General Corporation Law, as
amended, permits a corporation to provide in its Certificate of Incorporation
that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

                 Article NINTH of the Registrant's Certificate of Incorporation
provides for the elimination of personal liability of a director for breach of
fiduciary duty, as permitted by Section 102(b)(7) of the Delaware General
Corporation Law.

                 Section 7 of the underwriting agreement in connection with the
public offering of the Registrant's common stock pursuant to the Registrant's
registration statement on Form S-1 filed on April 3, 1996 provides for
indemnification by the underwriters under certain circumstances of directors,
officers and controlling persons of the Registrant against certain liabilities,
including liabilities under the Securities Act.

                 The Registrant maintains liability insurance in the amount of
$3.0 million insuring its officers and directors against liabilities that they
may incur in such capacities, including liabilities arising under the Federal
securities laws other than liabilities arising out of the filing of a
registration statement with the Securities and Exchange Commission.

                 The Second Amended and Restated Registration Rights Agreement
provides for cross-indemnification of certain stockholders of the Registrant
whose shares with registration rights are included in a registration under the
Securities Act, and of the Registrant, its officers and directors for certain
liabilities arising in connection with such registration.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.


                                      II-3

<PAGE>   5


ITEM 8.          EXHIBITS.

                 Unless otherwise indicated below as being incorporated by
reference to another filing of the Company with the Commission, each of the
following exhibits is filed herewith:



                 10.1     The Fuisz Technologies Ltd. 1991 Stock Option Plan
                          dated October 17, 1991 is hereby incorporated by
                          reference to Exhibit 10.1 to the Registrant's
                          Registration Statement on Form S-1 (File No.
                          33-99092).

                 10.2     The amendment to the Fuisz Technologies Ltd. 1991
                          Stock Option Plan adopted on October 19, 1994 is
                          hereby incorporated by reference to Exhibit 10.1A to
                          the Registrant's Registration Statement on Form S-1
                          (File No. 33-99092).

                 10.3     The Fuisz Technologies Ltd. 1994 Stock Incentive
                          Plan, dated as of May 6, 1994, as amended on October
                          19, 1994, is hereby incorporated by reference to
                          Exhibit 10.2 to the Registrant's Registration
                          Statement on Form S-1 (File No. 33-99092).

                 10.4     The Fuisz Technologies Ltd. 1994 Director Stock
                          Option Plan, dated as of May 6, 1994, as amended on
                          October 19, 1994, is hereby incorporated by reference
                          to Exhibit 10.3 to the Registrant's Registration
                          Statement on Form S-1 (File No. 33-99092).

                 10.5     The Fuisz Technologies Ltd. 1994 Employee Stock
                          Purchase Plan, dated as of May 6, 1994, as amended on
                          October 19, 1994, is hereby incorporated by reference
                          to Exhibit 10.4 to the Registrant's Registration
                          Statement on Form S-1 (File No. 33-99092).

                 10.6     Form of Stock Option Agreement pursuant to the Fuisz
                          Technologies Ltd. Plans.

                 5        Opinion of Gibson, Dunn & Crutcher LLP

                 23.1     Consent of Gibson, Dunn & Crutcher LLP (included in
                          Exhibit 5).

                 23.2     Consent of Coopers & Lybrand L.L.P.


                                      II-4



                                                          

<PAGE>   6

ITEM 9.          UNDERTAKINGS.

         (1)     The undersigned Registrant hereby undertakes:

                 (a)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          registration statement:

                               (i)     To include any prospectus required by
                          section 10(a)(3) of the Securities Act;

                               (ii)    To reflect in the prospectus any facts
                          or events arising after the effective date of the
                          registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the registration
                          statement.  Notwithstanding the foregoing, any
                          increase or decrease in volume of securities offered
                          (if the total dollar value of securities offered
                          would not exceed that which was registered) and any
                          deviation from the low or high and of the estimated
                          maximum offering range may be reflected in the form
                          of prospectus filed with the Commission pursuant to
                          Rule 424(b) if, in the aggregate, the changes in
                          volume and price represent no more than a 20 percent
                          change in the maximum aggregate offering price set
                          forth in the "Calculation of Registration Fee" table
                          in the effective registration statement;

                               (iii)   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;

                 provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

                 (b)      That, for the purpose of determining any liability
                          under the Securities Act, 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.

                 (c)      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.

         (2)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the


                                     II-5

<PAGE>   7

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.

         (3)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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.


                                      II-6

<PAGE>   8

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there-unto duly
authorized, in the City of Chantilly, State of Virginia, on this 29 day of
March, 1996.

                                          FUISZ TECHNOLOGIES LTD.


                                          By: /s/ RICHARD C. FUISZ
                                             -----------------------------
                                             Richard C. Fuisz
                                             Chief Executive Officer

Each person whose signature appears below constitutes and appoints Richard C.
Fuisz, Patrick D. Scrivens and Ronald O. Mueller, and any of them, his true and
lawful attorney-in-fact, each with full power of substitution and
resubstitution, severally, for him and in his 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 all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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 attorney-in-fact and agent, or his substitute or
substitutes, may lawfully 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.
<TABLE>
<CAPTION>
          Signature                                  Title                             Date
          ---------                                  -----                             ----
<S>                                   <C>                                        <C>
/s/    RICHARD C. FUISZ               Chief Executive Officer and Director         March 29, 1996
- -----------------------------            (Principal Executive Officer)                         
       Richard C. Fuisz                   

 /s/ PATRICK D. SCRIVENS                  Executive Vice President and             May 8, 1996 
- -----------------------------               Chief Financial Officer                             
     Patrick D. Scrivens                 (Principal Financial Officer)                          
                                                                                                

 /s/    LARS G. OKESON                             Controller                      May 8, 1996 
- -----------------------------            (Principal Accounting Officer)                         
        Lars G. Okeson                                                                          

 /s/    JOHN R. FUISZ                               Director                       March 29, 1996 
- -----------------------------     
        John R. Fuisz

/s/ ANTONE J. LAZOS                                 Director                       March 29, 1996
- ----------------------------
    Antone J. Lazos

</TABLE>

                                     II-7

<PAGE>   9

<TABLE>
<S>                                                 <C>                            <C>
/s/   DONALD E. O'NEILL                             Director                       May 8, 1996
- -----------------------------                                                                  
      Donald E. O'Neill 


 /s/    JOHN PAPPAJOHN                              Director                       May 8, 1996
- -----------------------------                                                                  
        John Pappajohn 


/s/  FREDRIK C. SCHREUDER                           Director                       May 8, 1996
- -----------------------------                                                                  
     Fredrik C. Schreuder
</TABLE>


                                     II-8

<PAGE>   10

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                           Description                                                     Sequentially    
- ---------        ------------------------------------------------------------                 --------------------
Number                                                                                        Numbered Page
- ------                                                                                        -------------
  <S>            <C>
  10.1           The Fuisz Technologies Ltd. 1991 Stock Option Plan dated October 17, 1991
                 is hereby incorporated by reference to Exhibit 10.1 to the Registrant's
                 Registration Statement on Form S-1 (File No. 33-99092).

  10.2           The amendment to the Fuisz Technologies Ltd. 1991 Stock Option Plan adopted
                 on October 19, 1994 is hereby incorporated by reference to Exhibit 10.1A to
                 the Registrant's Registration Statement on Form S-1 (File No. 33-99092).

  10.3           The Fuisz Technologies Ltd. 1994 Stock Incentive Plan, dated as of May 6,
                 1994, as amended on October 19, 1994, is hereby incorporated by reference
                 to Exhibit 10.2 to the Registrant's Registration Statement on Form S-1
                 (File No. 33-99092).

  10.4           The Fuisz Technologies Ltd. 1994 Director Stock Option Plan, dated as of
                 May 6, 1994, as amended on October 19, 1994, is hereby incorporated by
                 reference to Exhibit 10.3 to the Registrant's Registration Statement on
                 Form S-1 (File No. 33-99092).

  10.5           The Fuisz Technologies Ltd. 1994 Employee Stock Purchase Plan, dated as of
                 May 6, 1994, as amended on October 19, 1994, is hereby incorporated by
                 reference to Exhibit 10.4 to the Registrant's Registration Statement on
                 Form S-1 (File No. 33-99092).

  10.6           Form of Stock Option Agreement pursuant to the Fuisz Technologies Ltd.
                 Plans.

  5              Opinion of Gibson, Dunn & Crutcher LLP

  23.1           Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).

  23.2           Consent of Coopers & Lybrand L.L.P.
</TABLE>


                                     II-9
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1
      As filed with the Securities and Exchange Commission on May 8, 1996
                                                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                        --------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            FUISZ TECHNOLOGIES LTD.
           (Exact Name of Registrant as Specified in its Charter)
DELAWARE                                            52-1579474
     (State or Other Jurisdiction                                (I.R.S. Employer
   of Incorporation or Organization)                          Identification Number)

    3810 CONCORDE PARKWAY, SUITE 100                                  22021
             CHANTILLY, VA                                          (Zip Code)
(Address of Principal Executive Offices)
FUISZ TECHNOLOGIES LTD.
                            1991 STOCK OPTION PLAN,
                           1994 STOCK INCENTIVE PLAN,
                       1994 EMPLOYEE STOCK PURCHASE PLAN,
                                      AND
                        1994 DIRECTOR STOCK OPTION PLAN
                           (Full Title of the Plans)

                              PATRICK D. SCRIVENS
        EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
                            FUISZ TECHNOLOGIES LTD.
                        3810 CONCORDE PARKWAY, SUITE 100
                              CHANTILLY, VA  22021
                    (Name and Address of Agent for Service)

                                 (703) 803-3260
         (Telephone Number, Including Area Code, of Agent for Service)

                                ---------------

                                   Copies to:

                              JOHN F. OLSON, ESQ.
                          GIBSON, DUNN & CRUTCHER LLP
                     1050 CONNECTICUT AVENUE, NW, SUITE 900
                             WASHINGTON, DC  20036
                                 (202) 955-8500

                                -----------------
========================================================================================================================
                                           CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
                                                           PROPOSED            PROPOSED MAXIMUM                       
    TITLE OF SECURITIES           AMOUNT TO BE         MAXIMUM OFFERING       AGGREGATE OFFERING         AMOUNT OF    
     TO BE REGISTERED            REGISTERED(1)        PRICE PER SHARE(2)           PRICE(2)          REGISTRATION FEE 
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, par value            
$.01 per share. . . . . .          2,283,058                  N/A               $35,212,373.50              $12,142.20
- ------------------------------------------------------------------------------------------------------------------------
(1)  The shares of Common Stock being registered hereunder are reserved in the
     aggregate for issuance pursuant to the Company's 1994 Stock Incentive
     Plan, 1994 Employee Stock Purchase Plan and 1994 Director Stock Option
     Plan (the "1994 Plans") and 1991 Stock Option Plan.  Pursuant to Rule 416,
     this Registration Statement also covers such number of additional shares
     of Common Stock as may become available for issuance pursuant to the
     foregoing plans in the event of certain changes in outstanding shares,
     including reorganizations, recapitalizations, stock splits, stock
     dividends and reverse stock splits.

(2)  Estimated solely for the purpose of calculating the registration fee.  The
     registration fee has been calculated in accordance with Rule 457(h) under
     the Securities Act of 1933 based (a) in the case of 695,682 shares
     registered with respect to options that remained available for award under
     the 1994 Plans on the date of filing of this Registration Statement, upon
     the average price of the Common Stock on May 7, 1996, which was $27.25 and
     (b) in the case of 1,587,376 shares registered with respect to options
     outstanding under the various plans, with an aggregate exercise price of
     $16,255,039, upon the price at which the options may be exercised, which
     averages $10.24 per share.

================================================================================
2

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION.

                 Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                 Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents of the Registrant heretofore filed
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated in this Registration Statement by reference:

(1)      The Registrant's latest annual report or latest prospectus filed
         pursuant to Rule 424(b) under the Securities Act of 1933, as amended
         (the "Securities Act"), that contains audited financial statements for
         the Registrant's latest fiscal year for which such statements have
         been filed, or if no such report has been filed, its registration
         statement on Form S-1, filed with the Commission on April 3, 1996,
         File No. 333-3194, as amended;

(2)      All other reports filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         since the end of the fiscal year covered by Registrant's latest annual
         report or prospectus referred to in (1) above;

(3)      The description of the Common Stock set forth under the caption
         "Description of Capital Stock" in the Registrant's registration
         statement on Form S-1, filed with the Commission on April 3, 1996,
         File No. 333-3194, together with any amendment or report filed with
         the Commission for the purpose of updating such description.

                 All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all such
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 reports and documents.

                                      II-1
3

                 Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier 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 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Section 145 ("Section 145") of the Delaware General
Corporation Law, as amended, provides a detailed statutory framework covering
indemnification of officers and directors against liabilities and expenses
arising out of legal proceedings brought against them by reason of their being
or having been directors or officers.  Section 145 generally provides that a
director or officer of a corporation (i) shall be indemnified by the
corporation for all expenses of such legal proceedings when he is successful on
the merits, (ii) may be indemnified by the corporation for the expenses,
judgments, fines and amounts paid in settlement of such proceedings (other than
a derivative suit), even if he is not successful on the merits, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful, and
(iii) may be indemnified by the corporation for the expenses of a derivative
suit (a suit by a stockholder alleging a breach by a director or officer of a
duty owed to the corporation), even if he is not successful on the merits, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation.  No indemnification may be
made under clause (iii) above, however, if the director or officer is adjudged
liable for negligence or misconduct in the performance of his duties to the
corporation, unless a corporation determines that, despite such adjudication,
but in view of all the circumstances, he is entitled to indemnification.  The
indemnification described in clauses (ii) and (iii) above may be made only upon
a determination that indemnification is proper because the applicable standard
of conduct has been met.  Such a determination may be made by a majority of a
quorum of disinterested directors, independent legal counsel, the stockholders
or a court of competent jurisdiction.

                 The indemnification of directors and officers is provided for
by Article SEVENTH of the Registrant's Certificate of Incorporation which
provides in substance that, to the fullest extent permitted by Delaware law as
it now exists or as amended, each director and officer shall be indemnified
against reasonable costs and expenses, including attorney's fees,

                                      II-2
4

and any liabilities which he may incur in connection with any action to which
he may be made a party by reason of his being or having been a director or
officer of the Registrant.  The indemnification provided by the Registrant's
Certificate of Incorporation is not deemed exclusive of or intended in any way
to limit any other rights to which any person seeking indemnification may be
entitled.

                 Section 102(b)(7) of the Delaware General Corporation Law, as
amended, permits a corporation to provide in its Certificate of Incorporation
that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

                 Article NINTH of the Registrant's Certificate of Incorporation
provides for the elimination of personal liability of a director for breach of
fiduciary duty, as permitted by Section 102(b)(7) of the Delaware General
Corporation Law.

                 Section 7 of the underwriting agreement in connection with the
public offering of the Registrant's common stock pursuant to the Registrant's
registration statement on Form S-1 filed on April 3, 1996 provides for
indemnification by the underwriters under certain circumstances of directors,
officers and controlling persons of the Registrant against certain liabilities,
including liabilities under the Securities Act.

                 The Registrant maintains liability insurance in the amount of
$3.0 million insuring its officers and directors against liabilities that they
may incur in such capacities, including liabilities arising under the Federal
securities laws other than liabilities arising out of the filing of a
registration statement with the Securities and Exchange Commission.

                 The Second Amended and Restated Registration Rights Agreement
provides for cross-indemnification of certain stockholders of the Registrant
whose shares with registration rights are included in a registration under the
Securities Act, and of the Registrant, its officers and directors for certain
liabilities arising in connection with such registration.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

                                      II-3
5

ITEM 8.          EXHIBITS.

                 Unless otherwise indicated below as being incorporated by
reference to another filing of the Company with the Commission, each of the
following exhibits is filed herewith:

                 10.1     The Fuisz Technologies Ltd. 1991 Stock Option Plan
                          dated October 17, 1991 is hereby incorporated by
                          reference to Exhibit 10.1 to the Registrant's
                          Registration Statement on Form S-1 (File No.
                          33-99092).

                 10.2     The amendment to the Fuisz Technologies Ltd. 1991
                          Stock Option Plan adopted on October 19, 1994 is
                          hereby incorporated by reference to Exhibit 10.1A to
                          the Registrant's Registration Statement on Form S-1
                          (File No. 33-99092).

                 10.3     The Fuisz Technologies Ltd. 1994 Stock Incentive
                          Plan, dated as of May 6, 1994, as amended on October
                          19, 1994, is hereby incorporated by reference to
                          Exhibit 10.2 to the Registrant's Registration
                          Statement on Form S-1 (File No. 33-99092).

                 10.4     The Fuisz Technologies Ltd. 1994 Director Stock
                          Option Plan, dated as of May 6, 1994, as amended on
                          October 19, 1994, is hereby incorporated by reference
                          to Exhibit 10.3 to the Registrant's Registration
                          Statement on Form S-1 (File No. 33-99092).

                 10.5     The Fuisz Technologies Ltd. 1994 Employee Stock
                          Purchase Plan, dated as of May 6, 1994, as amended on
                          October 19, 1994, is hereby incorporated by reference
                          to Exhibit 10.4 to the Registrant's Registration
                          Statement on Form S-1 (File No. 33-99092).

                 10.6     Form of Stock Option Agreement pursuant to the Fuisz
                          Technologies Ltd. Plans.

                 5        Opinion of Gibson, Dunn & Crutcher LLP

                 23.1     Consent of Gibson, Dunn & Crutcher LLP (included in
                          Exhibit 5).

                 23.2     Consent of Coopers & Lybrand L.L.P.

                                      II-4
6

ITEM 9.          UNDERTAKINGS.

         (1)     The undersigned Registrant hereby undertakes:

                 (a)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          registration statement:

                               (i)     To include any prospectus required by
                          section 10(a)(3) of the Securities Act;

                               (ii)    To reflect in the prospectus any facts
                          or events arising after the effective date of the
                          registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the registration
                          statement.  Notwithstanding the foregoing, any
                          increase or decrease in volume of securities offered
                          (if the total dollar value of securities offered
                          would not exceed that which was registered) and any
                          deviation from the low or high and of the estimated
                          maximum offering range may be reflected in the form
                          of prospectus filed with the Commission pursuant to
                          Rule 424(b) if, in the aggregate, the changes in
                          volume and price represent no more than a 20 percent
                          change in the maximum aggregate offering price set
                          forth in the "Calculation of Registration Fee" table
                          in the effective registration statement;

                               (iii)   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;

                 provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

                 (b)      That, for the purpose of determining any liability
                          under the Securities Act, 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.

                 (c)      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.

         (2)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the

                                     II-5
7

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.

         (3)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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.

                                      II-6
8

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there-unto duly
authorized, in the City of Chantilly, State of Virginia, on this 29 day of
March, 1996.

                                          FUISZ TECHNOLOGIES LTD.

                                          By: /s/ RICHARD C. FUISZ
                                             -----------------------------
                                             Richard C. Fuisz
                                             Chief Executive Officer

Each person whose signature appears below constitutes and appoints Richard C.
Fuisz, Patrick D. Scrivens and Ronald O. Mueller, and any of them, his true and
lawful attorney-in-fact, each with full power of substitution and
resubstitution, severally, for him and in his 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 all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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 attorney-in-fact and agent, or his substitute or
substitutes, may lawfully 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/    RICHARD C. FUISZ               Chief Executive Officer and Director         March 29, 1996
- -----------------------------            (Principal Executive Officer)                         
       Richard C. Fuisz                   

 /s/ PATRICK D. SCRIVENS                  Executive Vice President and             May 8, 1996 
- -----------------------------               Chief Financial Officer                             
     Patrick D. Scrivens                 (Principal Financial Officer)                          
                                                                                                

 /s/    LARS G. OKESON                             Controller                      May 8, 1996 
- -----------------------------            (Principal Accounting Officer)                         
        Lars G. Okeson                                                                          

 /s/    JOHN R. FUISZ                               Director                       March 29, 1996 
- -----------------------------     
        John R. Fuisz

/s/ ANTONE J. LAZOS                                 Director                       March 29, 1996
- ----------------------------
    Antone J. Lazos
II-7
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/s/   DONALD E. O'NEILL                             Director                       May 8, 1996
- -----------------------------                                                                  
      Donald E. O'Neill 

 /s/    JOHN PAPPAJOHN                              Director                       May 8, 1996
- -----------------------------                                                                  
        John Pappajohn 

/s/  FREDRIK C. SCHREUDER                           Director                       May 8, 1996
- -----------------------------                                                                  
     Fredrik C. Schreuder
II-8
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                                 EXHIBIT INDEX
Exhibit                           Description                                                     Sequentially    
- ---------        ------------------------------------------------------------                 --------------------
Number                                                                                        Numbered Page
- ------                                                                                        -------------
10.1           The Fuisz Technologies Ltd. 1991 Stock Option Plan dated October 17, 1991
                 is hereby incorporated by reference to Exhibit 10.1 to the Registrant's
                 Registration Statement on Form S-1 (File No. 33-99092).

  10.2           The amendment to the Fuisz Technologies Ltd. 1991 Stock Option Plan adopted
                 on October 19, 1994 is hereby incorporated by reference to Exhibit 10.1A to
                 the Registrant's Registration Statement on Form S-1 (File No. 33-99092).

  10.3           The Fuisz Technologies Ltd. 1994 Stock Incentive Plan, dated as of May 6,
                 1994, as amended on October 19, 1994, is hereby incorporated by reference
                 to Exhibit 10.2 to the Registrant's Registration Statement on Form S-1
                 (File No. 33-99092).

  10.4           The Fuisz Technologies Ltd. 1994 Director Stock Option Plan, dated as of
                 May 6, 1994, as amended on October 19, 1994, is hereby incorporated by
                 reference to Exhibit 10.3 to the Registrant's Registration Statement on
                 Form S-1 (File No. 33-99092).

  10.5           The Fuisz Technologies Ltd. 1994 Employee Stock Purchase Plan, dated as of
                 May 6, 1994, as amended on October 19, 1994, is hereby incorporated by
                 reference to Exhibit 10.4 to the Registrant's Registration Statement on
                 Form S-1 (File No. 33-99092).

  10.6           Form of Stock Option Agreement pursuant to the Fuisz Technologies Ltd.
                 Plans.

  5              Opinion of Gibson, Dunn & Crutcher LLP

  23.1           Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).

  23.2           Consent of Coopers & Lybrand L.L.P.
II-9