<PAGE>

     As filed with the Securities and Exchange Commission on June 29, 2001
                                                           Registration No. 333-

================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

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

                                  AKSYS, LTD.
            (Exact name of Registrant as specified in its charter)


      Delaware                                          36-3890205
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              Two Marriott Drive
                         Lincolnshire, Illinois 60069
              (Address of principal executive offices) (Zip Code)
                            ----------------------

                 Aksys, Ltd. 2001 Employee Stock Purchase Plan
                           (Full title of the Plan)
                            ----------------------

                                William C. Dow
                     President and Chief Executive Officer
                                  Aksys, Ltd.
                              Two Marriott Drive
                         Lincolnshire, Illinois 60069
                                (847) 229-2020
(Name, address and telephone number, including area code, of agent for service)

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

                                   Copy to:

                              Keith S. Crow, Esq.
                               Kirkland & Ellis
                             200 E. Randolph Drive
                               Chicago, IL 60601
                                (312) 861-2000

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                                                        Proposed Maximum     Proposed Maximum
                                                   Amount to be         Offering Price       Aggregate Offering     Amount of
Title of Securities to be Registered               Registered (1)       Per Share (2)        Price (2)              Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>                  <C>                    <C>
Common Stock, par value $0.01 per share            250,000 shares          $9.11             $2,277,500              $569.38

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In the event of a stock split, stock dividend, or similar transaction
     involving the Registrant's common stock, in order to prevent dilution, the
     number of shares registered shall be automatically increased to cover the
     additional shares in accordance with Rule 416(a) under the Securities Act
     of 1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
     Act, on the basis of the average high and low prices of the Registrant's
     common stock on June 22, 2001, as reported by the Nasdaq National Market.

================================================================================

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     The documents containing the information specified in Part I will be
delivered to participants in the plan covered by this registration statement, in
accordance with Form S-8 and Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be, and are
not, filed with the Securities and Exchange Commission ("Commission") either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference into this registration statement pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Aksys, Ltd. 2001 Employee Stock Purchase Plan
are available without charge by contacting:

                                  Aksys, Ltd.
                                  Controller
                              Two Marriott Drive
                         Lincolnshire, Illinois 60069
                                (847) 229-2020

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Commission allows us to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this registration statement, and information that we file
later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the Commission under Sections 13(a), 13(c), 14, or
15(d) of the Securities and Exchange Act of 1934, as amended, until such time as
this registration statement is no longer in effect:

     (a)  our Annual Report on Form 10-K for the fiscal year ended December 31,
          2000;

     (b)  our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2001; and

     (c)  the description of our common stock contained in our Registration
          Statement on Form 8-A filed with the Commission, including any
          amendment or report filed for the purpose of updating such
          description.

     Any statement contained 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
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.

                                       1
<PAGE>

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 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits, or proceedings, whether civil, criminal, administrative, or
investigative (other than action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
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 their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such action, and the statute required court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise. Article X of our Certificate of Incorporation requires
indemnification to the fullest extent permitted by Delaware law.

     Our officers and directors are covered by an insurance policy indemnifying
against certain liabilities which arise from their activities performed on our
behalf, including liabilities under the Securities Act in certain circumstances.
Section 102(b)(7) of the DGCL 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
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve intentional misconductor
a knowing violation of law, (iii) for improper payment of dividends or
redemptions of shares or (iv) for any breach of a director's duty of loyalty to
the company or its stockholders. Article X of our Certificate of Incorporation
includes such a provision.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

             Exhibit
             Number      Registration
             -------     ------------

                 4.1     Restated Certificate of Incorporation (incorporated by
                         reference to our Registration Statement on Form S-1
                         (Registration No. 333-02492)).

                 4.2     Amended and Restated Bylaws (incorporated by reference
                         to the Registrant's Registration Statement on Form S-1
                         (Registration No. 333-02492)).

                 4.3     Aksys, Ltd. 2001 Employee Stock Purchase Plan
                         (incorporated by reference to our Notice of Annual
                         Meeting and Proxy Statement dated March 21, 2001).

                                       2
<PAGE>

                   5     Opinion of Kirkland & Ellis with respect to the
                         legality of the shares of common stock being registered
                         hereby.

                23.1     Consent of Kirkland & Ellis (included in Exhibit 5).

                23.2     Consent of KPMG LLP.

                  24     Power of Attorney (included in signature page to the
                         registration statement).

Item 9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1)  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 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 end 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; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement;

     (2) That, for purposes 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.

     (3) 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.

(b)  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 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.

(c)  Insofar as the 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 Commission such indemnification is
against public policy as expressed in the Securities 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                       3
<PAGE>

                                   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 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 Village of Lincolnshire, State of Illinois, on this 28th day
of June, 2001.

                                       AKSYS, LTD

                                       /s/ William C. Dow
                                       -------------------------------------
                                       William C. Dow
                                       President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William C. Dow and Dennis G. Erwin,
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his name, place or stead,
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each 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 as he or she might or could do in person, and
ratifying and confirming all that the attorney-in-facts and agents, or his
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.


<TABLE>
<CAPTION>

       Signature                                Title                           Date
-----------------------------------------------------------------------------------------------
<S>                               <C>                                          <C>

/s/  William C. Dow                President, Chief Executive Officer           June 28, 2001
-----------------------------      and Director
William C. Dow

/s/  Dennis G. Erwin               Senior Vice President and Chief              June 28, 2001
-----------------------------      Financial Officer
Dennis G. Erwin

/s/  Richard B. Egen               Chairman of the Board                        June 28, 2001
-----------------------------
Richard B. Egen

/s/  Peter H. McNerney             Director                                     June 28, 2001
-----------------------------
Peter H. McNerney

/s/  W. Dekle Rountree, Jr.        Director                                     June 28, 2001
-----------------------------
W. Dekle Rountree, Jr.

/s/  Bernard S. Tresnowski         Director                                     June 28, 2001
-----------------------------
Bernard S. Tresnowski
</TABLE>

                                       4
<PAGE>

                               INDEX TO EXHIBITS

Exhibit
Number    Registration
------    ------------

   4.1    Restated Certificate of Incorporation (incorporated by reference to
          our Registration Statement on Form S-1 (Registration No. 333-02492)).

   4.2    Amended and Restated Bylaws (incorporated by reference to the
          Registrant's Registration Statement on Form S-1 (Registration No. 333-
          02492)).

   4.3    Aksys, Ltd. 2001 Employee Stock Purchase Plan (incorporated by
          reference to the Registrant's Notice of Annual Meeting and Proxy
          Statement dated March 21, 2001).

     5    Opinion of Kirkland & Ellis with respect to the legality of the shares
          of common stock being registered hereby.

  23.1    Consent of Kirkland & Ellis (included in Exhibit 5).

  23.2    Consent of KPMG LLP.

    24    Power of Attorney (included in signature page to the registration
          statement).

                                       5
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{"company-data": {"conformed-name": "AKSYS LTD", "cik": "0000902600", "assigned-sic": "3845", "irs-number": "363890205", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64136", "film-number": "1671605"}, "business-address": {"street1": "TWO MARRIOTT DR", "street2": "STE 300", "city": "LIBERTYVILLE", "state": "IL", "zip": "60069", "phone": "8472476051"}, "mail-address": {"street1": "1113 S MILWAUKEE AVE", "street2": "SUITE 300", "city": "LIBERTYVILLE", "state": "IL", "zip": "60048"}}
As filed with the Securities and Exchange Commission on June 29, 2001
                                                           Registration No. 333-

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

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

                                  AKSYS, LTD.
            (Exact name of Registrant as specified in its charter)

      Delaware                                          36-3890205
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              Two Marriott Drive
                         Lincolnshire, Illinois 60069
              (Address of principal executive offices) (Zip Code)
                            ----------------------

                 Aksys, Ltd. 2001 Employee Stock Purchase Plan
                           (Full title of the Plan)
                            ----------------------

                                William C. Dow
                     President and Chief Executive Officer
                                  Aksys, Ltd.
                              Two Marriott Drive
                         Lincolnshire, Illinois 60069
                                (847) 229-2020
(Name, address and telephone number, including area code, of agent for service)

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

                                   Copy to:

                              Keith S. Crow, Esq.
                               Kirkland & Ellis
                             200 E. Randolph Drive
                               Chicago, IL 60601
                                (312) 861-2000

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        Proposed Maximum     Proposed Maximum
                                                   Amount to be         Offering Price       Aggregate Offering     Amount of
Title of Securities to be Registered               Registered (1)       Per Share (2)        Price (2)              Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share            250,000 shares          $9.11             $2,277,500              $569.38

------------------------------------------------------------------------------------------------------------------------------------
(1)  In the event of a stock split, stock dividend, or similar transaction
     involving the Registrant's common stock, in order to prevent dilution, the
     number of shares registered shall be automatically increased to cover the
     additional shares in accordance with Rule 416(a) under the Securities Act
     of 1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
     Act, on the basis of the average high and low prices of the Registrant's
     common stock on June 22, 2001, as reported by the Nasdaq National Market.

================================================================================
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     The documents containing the information specified in Part I will be
delivered to participants in the plan covered by this registration statement, in
accordance with Form S-8 and Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be, and are
not, filed with the Securities and Exchange Commission ("Commission") either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference into this registration statement pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Aksys, Ltd. 2001 Employee Stock Purchase Plan
are available without charge by contacting:

                                  Aksys, Ltd.
                                  Controller
                              Two Marriott Drive
                         Lincolnshire, Illinois 60069
                                (847) 229-2020

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Commission allows us to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this registration statement, and information that we file
later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the Commission under Sections 13(a), 13(c), 14, or
15(d) of the Securities and Exchange Act of 1934, as amended, until such time as
this registration statement is no longer in effect:

     (a)  our Annual Report on Form 10-K for the fiscal year ended December 31,
          2000;

     (b)  our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2001; and

     (c)  the description of our common stock contained in our Registration
          Statement on Form 8-A filed with the Commission, including any
          amendment or report filed for the purpose of updating such
          description.

     Any statement contained 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
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.

                                       1
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 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits, or proceedings, whether civil, criminal, administrative, or
investigative (other than action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
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 their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such action, and the statute required court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise. Article X of our Certificate of Incorporation requires
indemnification to the fullest extent permitted by Delaware law.

     Our officers and directors are covered by an insurance policy indemnifying
against certain liabilities which arise from their activities performed on our
behalf, including liabilities under the Securities Act in certain circumstances.
Section 102(b)(7) of the DGCL 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
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve intentional misconductor
a knowing violation of law, (iii) for improper payment of dividends or
redemptions of shares or (iv) for any breach of a director's duty of loyalty to
the company or its stockholders. Article X of our Certificate of Incorporation
includes such a provision.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

             Exhibit
             Number      Registration
             -------     ------------

                 4.1     Restated Certificate of Incorporation (incorporated by
                         reference to our Registration Statement on Form S-1
                         (Registration No. 333-02492)).

                 4.2     Amended and Restated Bylaws (incorporated by reference
                         to the Registrant's Registration Statement on Form S-1
                         (Registration No. 333-02492)).

                 4.3     Aksys, Ltd. 2001 Employee Stock Purchase Plan
                         (incorporated by reference to our Notice of Annual
                         Meeting and Proxy Statement dated March 21, 2001).

                                       2
5     Opinion of Kirkland & Ellis with respect to the
                         legality of the shares of common stock being registered
                         hereby.

                23.1     Consent of Kirkland & Ellis (included in Exhibit 5).

                23.2     Consent of KPMG LLP.

                  24     Power of Attorney (included in signature page to the
                         registration statement).

Item 9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1)  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 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 end 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; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement;

     (2) That, for purposes 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.

     (3) 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.

(b)  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 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.

(c)  Insofar as the 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 Commission such indemnification is
against public policy as expressed in the Securities 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                       3
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 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 Village of Lincolnshire, State of Illinois, on this 28th day
of June, 2001.

                                       AKSYS, LTD

                                       /s/ William C. Dow
                                       -------------------------------------
                                       William C. Dow
                                       President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William C. Dow and Dennis G. Erwin,
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his name, place or stead,
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each 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 as he or she might or could do in person, and
ratifying and confirming all that the attorney-in-facts and agents, or his
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/  William C. Dow                President, Chief Executive Officer           June 28, 2001
-----------------------------      and Director
William C. Dow

/s/  Dennis G. Erwin               Senior Vice President and Chief              June 28, 2001
-----------------------------      Financial Officer
Dennis G. Erwin

/s/  Richard B. Egen               Chairman of the Board                        June 28, 2001
-----------------------------
Richard B. Egen

/s/  Peter H. McNerney             Director                                     June 28, 2001
-----------------------------
Peter H. McNerney

/s/  W. Dekle Rountree, Jr.        Director                                     June 28, 2001
-----------------------------
W. Dekle Rountree, Jr.

/s/  Bernard S. Tresnowski         Director                                     June 28, 2001
-----------------------------
Bernard S. Tresnowski
4
INDEX TO EXHIBITS

Exhibit
Number    Registration
------    ------------

   4.1    Restated Certificate of Incorporation (incorporated by reference to
          our Registration Statement on Form S-1 (Registration No. 333-02492)).

   4.2    Amended and Restated Bylaws (incorporated by reference to the
          Registrant's Registration Statement on Form S-1 (Registration No. 333-
          02492)).

   4.3    Aksys, Ltd. 2001 Employee Stock Purchase Plan (incorporated by
          reference to the Registrant's Notice of Annual Meeting and Proxy
          Statement dated March 21, 2001).

     5    Opinion of Kirkland & Ellis with respect to the legality of the shares
          of common stock being registered hereby.

  23.1    Consent of Kirkland & Ellis (included in Exhibit 5).

  23.2    Consent of KPMG LLP.

    24    Power of Attorney (included in signature page to the registration
          statement).

                                       5