<PAGE>   1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1996

                                                   REGISTRATION NO.  33-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ________________

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

                                ________________

                              SABRATEK CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                         36-3700639
              (STATE OR OTHER JURISDICTION OF  (I.R.S. EMPLOYER
              INCORPORATION OR ORGANIZATION)   IDENTIFICATION NO.)

                                ________________

                            5601 WEST HOWARD STREET
                             NILES, ILLINOIS  60714
              (ADDRESS, OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

                                ________________

                              SABRATEK CORPORATION
                           1993 AMENDED AND RESTATED
                               STOCK OPTION PLAN
                              (FULL TITLE OF PLAN)

                                ________________

                                 K. SHAN PADDA
                                    CHAIRMAN
                              SABRATEK CORPORATION
                            5601 WEST HOWARD STREET
                             NILES, ILLINOIS  60714
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (847) 647-2760
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                _________________

                                   COPIES TO:
                               SCOTT HODES, ESQ.
                              DAVID S. GUIN, ESQ.
                                 ROSS & HARDIES
                           150 NORTH MICHIGAN AVENUE
                           CHICAGO, ILLINOIS 60601
                                 (312) 558-1000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
                                                Proposed          457(h)
                                 Amount         maximum          Proposed        Amount of
          Title of                to be      offering price      aggregate      registration
Securities to be registered   registered(1)   per share(2)   offering price(3)      fee
-----------------------------------------------------------------------------------------------
<S>                           <C>            <C>             <C>                    <C>
Common Stock, $.01 par value    1,773,688             $5.37      $9,524,704.56     $3,284.38
===============================================================================================
</TABLE>

(1)  The securities being registered include a maximum of 1,773,688 shares
     issuable upon the exercise of options under the Sabratek Corporation
     Amended and Restated 1993 Stock Option Plan, assuming full participation
     of all employees under such plan.

(2)  This price is determined by assuming that the offering price equals the
     weighted average exercise price of the options under the Sabratek
     Corporation Amended and Restated 1993 Stock Option Plan.

(3)  Solely for the purpose of calculating the registration fee, the proposed
     aggregate offering price has been estimated in accordance with Rule 457(h)
     promulgated under the Securities Act of 1933 (the "Act").  Accordingly,
     the aggregate offering price and the fee have been computed based on the
     prices at which the options may be exercised.

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

<PAGE>   2







                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

     Sabratek Corporation (the "Company") hereby incorporates by reference the
following documents previously filed with the Securities and Exchange
Commission (the "Commission"):

     (a) the prospectus (which prospectus contains audited financial
statements) contained in the Company's Registration Statement on Form S-1 (File
No. 333-3866), declared effective by the Commission on June 21, 1996;

     (b) the Company's Quarterly Report on Form 10-Q, for the fiscal quarter
ended June 30, 1996 (the Company has not as of the date hereof been required to
file an Annual Report on Form 10-K) ; and

     (c) the description of the Company's Common Stock, $.01 par value,
contained in the Company's Registration Statement on Form 8-A (File No.
1-11831) declared effective by the Commission on June 21, 1996, pursuant to
Section 12 of the Exchange Act.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), subsequent to the effective date of the Registration Statement
and prior to filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
such documents.


Item 4.  Description of Securities
-------  -----------------------------------------

                        Not applicable.

Item 5.  Interests of Named Experts and Counsel
-------  -----------------------------------------

                        Not applicable.

Item 6.  Indemnification of Officers and Directors
-------  -----------------------------------------

     Delaware General Corporation Law.  The Company has statutory authority to
indemnify its officers and directors.  The applicable provisions of the General
Corporation Law of the State of Delaware (the "GCL") state that, to the extent
such person is successful on the merits or otherwise, a corporation may
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
("such Person"), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred by such
Person, 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.  In any threatened, pending or completed action by or in
the right of the corporation, a corporation also may indemnify any such Person
for costs actually and reasonably incurred by him in connection with that
action's defense or settlement, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification shall be made with respect to any



<PAGE>   3

claim, issue or matter as to which such Person shall have been adjudged
to be liable to the corporation, unless and only to the extent that, a court
shall determine that such indemnity is proper.


     Under the applicable provisions of the GCL, any indemnification shall be
made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct.  Such determination shall be made:

     (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to such action, suit or proceeding; or

     (2) if such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or

     (3) by the affirmative vote of a majority of the shares entitled to vote
thereon.

     The Company's Certificate of Incorporation provides for indemnification to
the full extent permitted by the laws of the State of Delaware against and with
respect to threatened, pending or completed actions, suits or proceedings
arising from, or alleged to arise from, a party's actions or omissions as a
director, officer, employee or agent of the Company or of any subsidiary of the
Company or of any other corporation, partnership, joint venture, trust or other
enterprise which has served in such capacity at the request of the Company if
such acts or omissions occurred, or were or are alleged to have occurred, while
said party was a director or officer of the Company.  Generally, under Delaware
law, indemnification will only be available where an officer or director can
establish that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company.  The Company
maintains a policy of insurance under which the directors and officers of the
Company are insured, within the limits and subject to the limitations of such
policy, against certain expenses in connection with the defense of actions,
suits or proceedings, to which they are parties by reason of being or having
been such directors or officers.


Item 7.  Exemption from Registration Claimed.
-------  ------------------------------------

             Not applicable.

Item 8.  Exhibits.
-------  ------------------------------------


<TABLE>
<CAPTION>

Exhibit                                                                           Sequentially
Number   Description                                                              Numbered Page
-------  -----------                                                              -------------
<S>      <C>                                                                      <C>
  4.1    Certificate of Incorporation of the Company                                    +
  4.2    By-laws of the Company                                                         +
  5.1    Opinion of Ross & Hardies regarding legality of shares of Common Stock.        9
 23.1    Consent of KPMG Peat Marwick LLP                                              11
 23.2    Consent of Ross & Hardies (contained in Exhibit 5.1).
 24.1    Power of Attorney (contained on the signature pages hereto).
</TABLE>

    +    Incorporated by reference to the Company's registration statement on
         Form S-1 declared effective by the Commission on June 21, 1996, File
         No. 333-3866.





                                     -2 -



<PAGE>   4

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
                           of 1933;

                      (ii) to reflect in the prospectus
                           any facts or events arising after the effective date
                           of this 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
                           this 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% 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 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 this Registration Statement.

                 (2)  that, for the purpose of determining any liability under 
                      the Securities Act of 1933, 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 of 1933 (the "Act"), each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 


                                    - 3 -



<PAGE>   5

Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the 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 of 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.



                                     -4 -



<PAGE>   6






                                   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 City of Niles, State of Illinois, on October 2, 1996.

                                        SABRATEK CORPORATION


                                        By:/s/ K. Shan Padda
                                        ------------------------------------
                                                K. Shan Padda
                                        Chairman and Chief Executive Officer




                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
K. Shan Padda and/or Stephen L. Holden the true and lawful attorneys-in-fact
and agents of the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned, 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, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in furtherance of the foregoing, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their 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 indicated on October 2, 1996.


Signature
---------


/s/ K. Shan Padda                Chairman of the Board, Chief Executive Officer
-----------------                                                              
K. Shan Padda

/s/ Stephen L. Holden            Chief Financial Officer
---------------------
Stephen L. Holden

/s/ Scott Skooglund              Chief Accounting Officer
-------------------
Scott Skooglund


<PAGE>   7



/s/ Scott Hodes                  Director
---------------            
Scott Hodes                

/s/ Mark Lampert                 Director
----------------           
Mark Lampert        

/s/ William D. Lautman           Director
----------------------     
William D. Lautman         

/s/ Doron C. Levitas             Director
--------------------       
Doron C. Levitas           

/s/ William H. Lomicka           Director
----------------------
William H. Lomicka

/s/ Marvin Samson                Director
-----------------
Marvin Samson

/s/ L. Peter Smith               Director
------------------
L. Peter Smith

/s/ Edson W. Spencer, Jr.        Director
-------------------------
Edson W. Spencer, Jr.






<PAGE>   8








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



                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549




                              EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933



                              SABRATEK CORPORATION



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








<PAGE>   9






                              SABRATEK CORPORATION

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
                                                                                     Location Of
                                                                                     Document in
                                                                                      Sequential
Exhibit                                                                                Numbering
  No.    Description                                                                     System
-------  -----------                                                              --------------------
<S>      <C>                                                                      <C>
  4.1    Certificate of Incorporation of the Company.                                      +
  4.2    By-laws of the Company.                                                           +
  5.1    Opinion of Ross & Hardies regarding legality of shares of Common Stock.           9
 23.1    Consent of KPMG Peat Marwick LLP                                                  11
 23.2    Consent of Ross & Hardies (contained in Exhibit 5.1).
 24.1    Power of Attorney.*
    +    Incorporated by reference to the Company's registration statement on
         Form S-1 declared effective by the Commission on June 21, 1996, File
         No. 333-3866.
         *Power of attorney is contained on signature pages.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22155}]
{"company-data": {"conformed-name": "SABRATEK CORP", "cik": "0001012480", "assigned-sic": "3845", "irs-number": "363700639", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13315", "film-number": "96638574"}, "business-address": {"street1": "5601 WEST HOWARD ST", "city": "NILES", "state": "IL", "zip": "60714", "phone": "8476472760"}, "mail-address": {"street1": "5601 W HOWARD ST", "city": "NILES", "state": "IL", "zip": "60714"}}
1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1996

                                                   REGISTRATION NO.  33-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ________________

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

                                ________________

                              SABRATEK CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                         36-3700639
              (STATE OR OTHER JURISDICTION OF  (I.R.S. EMPLOYER
              INCORPORATION OR ORGANIZATION)   IDENTIFICATION NO.)

                                ________________

                            5601 WEST HOWARD STREET
                             NILES, ILLINOIS  60714
              (ADDRESS, OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

                                ________________

                              SABRATEK CORPORATION
                           1993 AMENDED AND RESTATED
                               STOCK OPTION PLAN
                              (FULL TITLE OF PLAN)

                                ________________

                                 K. SHAN PADDA
                                    CHAIRMAN
                              SABRATEK CORPORATION
                            5601 WEST HOWARD STREET
                             NILES, ILLINOIS  60714
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (847) 647-2760
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                _________________

                                   COPIES TO:
                               SCOTT HODES, ESQ.
                              DAVID S. GUIN, ESQ.
                                 ROSS & HARDIES
                           150 NORTH MICHIGAN AVENUE
                           CHICAGO, ILLINOIS 60601
                                 (312) 558-1000

                        CALCULATION OF REGISTRATION FEE
===============================================================================================
                                                Proposed          457(h)
                                 Amount         maximum          Proposed        Amount of
          Title of                to be      offering price      aggregate      registration
Securities to be registered   registered(1)   per share(2)   offering price(3)      fee
-----------------------------------------------------------------------------------------------
Common Stock, $.01 par value    1,773,688             $5.37      $9,524,704.56     $3,284.38
===============================================================================================
(1)  The securities being registered include a maximum of 1,773,688 shares
     issuable upon the exercise of options under the Sabratek Corporation
     Amended and Restated 1993 Stock Option Plan, assuming full participation
     of all employees under such plan.

(2)  This price is determined by assuming that the offering price equals the
     weighted average exercise price of the options under the Sabratek
     Corporation Amended and Restated 1993 Stock Option Plan.

(3)  Solely for the purpose of calculating the registration fee, the proposed
     aggregate offering price has been estimated in accordance with Rule 457(h)
     promulgated under the Securities Act of 1933 (the "Act").  Accordingly,
     the aggregate offering price and the fee have been computed based on the
     prices at which the options may be exercised.

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

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

     Sabratek Corporation (the "Company") hereby incorporates by reference the
following documents previously filed with the Securities and Exchange
Commission (the "Commission"):

     (a) the prospectus (which prospectus contains audited financial
statements) contained in the Company's Registration Statement on Form S-1 (File
No. 333-3866), declared effective by the Commission on June 21, 1996;

     (b) the Company's Quarterly Report on Form 10-Q, for the fiscal quarter
ended June 30, 1996 (the Company has not as of the date hereof been required to
file an Annual Report on Form 10-K) ; and

     (c) the description of the Company's Common Stock, $.01 par value,
contained in the Company's Registration Statement on Form 8-A (File No.
1-11831) declared effective by the Commission on June 21, 1996, pursuant to
Section 12 of the Exchange Act.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), subsequent to the effective date of the Registration Statement
and prior to filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
such documents.

Item 4.  Description of Securities
-------  -----------------------------------------

                        Not applicable.

Item 5.  Interests of Named Experts and Counsel
-------  -----------------------------------------

                        Not applicable.

Item 6.  Indemnification of Officers and Directors
-------  -----------------------------------------

     Delaware General Corporation Law.  The Company has statutory authority to
indemnify its officers and directors.  The applicable provisions of the General
Corporation Law of the State of Delaware (the "GCL") state that, to the extent
such person is successful on the merits or otherwise, a corporation may
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
("such Person"), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred by such
Person, 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.  In any threatened, pending or completed action by or in
the right of the corporation, a corporation also may indemnify any such Person
for costs actually and reasonably incurred by him in connection with that
action's defense or settlement, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification shall be made with respect to any
3

claim, issue or matter as to which such Person shall have been adjudged
to be liable to the corporation, unless and only to the extent that, a court
shall determine that such indemnity is proper.

     Under the applicable provisions of the GCL, any indemnification shall be
made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct.  Such determination shall be made:

     (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to such action, suit or proceeding; or

     (2) if such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or

     (3) by the affirmative vote of a majority of the shares entitled to vote
thereon.

     The Company's Certificate of Incorporation provides for indemnification to
the full extent permitted by the laws of the State of Delaware against and with
respect to threatened, pending or completed actions, suits or proceedings
arising from, or alleged to arise from, a party's actions or omissions as a
director, officer, employee or agent of the Company or of any subsidiary of the
Company or of any other corporation, partnership, joint venture, trust or other
enterprise which has served in such capacity at the request of the Company if
such acts or omissions occurred, or were or are alleged to have occurred, while
said party was a director or officer of the Company.  Generally, under Delaware
law, indemnification will only be available where an officer or director can
establish that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company.  The Company
maintains a policy of insurance under which the directors and officers of the
Company are insured, within the limits and subject to the limitations of such
policy, against certain expenses in connection with the defense of actions,
suits or proceedings, to which they are parties by reason of being or having
been such directors or officers.

Item 7.  Exemption from Registration Claimed.
-------  ------------------------------------

             Not applicable.

Item 8.  Exhibits.
-------  ------------------------------------
Exhibit                                                                           Sequentially
Number   Description                                                              Numbered Page
-------  -----------                                                              -------------
4.1    Certificate of Incorporation of the Company                                    +
  4.2    By-laws of the Company                                                         +
  5.1    Opinion of Ross & Hardies regarding legality of shares of Common Stock.        9
 23.1    Consent of KPMG Peat Marwick LLP                                              11
 23.2    Consent of Ross & Hardies (contained in Exhibit 5.1).
 24.1    Power of Attorney (contained on the signature pages hereto).
+    Incorporated by reference to the Company's registration statement on
         Form S-1 declared effective by the Commission on June 21, 1996, File
         No. 333-3866.

                                     -2 -
4

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
                           of 1933;

                      (ii) to reflect in the prospectus
                           any facts or events arising after the effective date
                           of this 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
                           this 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% 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 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 this Registration Statement.

                 (2)  that, for the purpose of determining any liability under 
                      the Securities Act of 1933, 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 of 1933 (the "Act"), each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 

                                    - 3 -
5

Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the 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 of 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.

                                     -4 -
6

                                   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 City of Niles, State of Illinois, on October 2, 1996.

                                        SABRATEK CORPORATION

                                        By:/s/ K. Shan Padda
                                        ------------------------------------
                                                K. Shan Padda
                                        Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
K. Shan Padda and/or Stephen L. Holden the true and lawful attorneys-in-fact
and agents of the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned, 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, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in furtherance of the foregoing, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their 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 indicated on October 2, 1996.

Signature
---------

/s/ K. Shan Padda                Chairman of the Board, Chief Executive Officer
-----------------                                                              
K. Shan Padda

/s/ Stephen L. Holden            Chief Financial Officer
---------------------
Stephen L. Holden

/s/ Scott Skooglund              Chief Accounting Officer
-------------------
Scott Skooglund
7

/s/ Scott Hodes                  Director
---------------            
Scott Hodes                

/s/ Mark Lampert                 Director
----------------           
Mark Lampert        

/s/ William D. Lautman           Director
----------------------     
William D. Lautman         

/s/ Doron C. Levitas             Director
--------------------       
Doron C. Levitas           

/s/ William H. Lomicka           Director
----------------------
William H. Lomicka

/s/ Marvin Samson                Director
-----------------
Marvin Samson

/s/ L. Peter Smith               Director
------------------
L. Peter Smith

/s/ Edson W. Spencer, Jr.        Director
-------------------------
Edson W. Spencer, Jr.
8

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

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                              EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                              SABRATEK CORPORATION

--------------------------------------------------------------------------------
9

                              SABRATEK CORPORATION

                                 EXHIBIT INDEX
Location Of
                                                                                     Document in
                                                                                      Sequential
Exhibit                                                                                Numbering
  No.    Description                                                                     System
-------  -----------                                                              --------------------
4.1    Certificate of Incorporation of the Company.                                      +
  4.2    By-laws of the Company.                                                           +
  5.1    Opinion of Ross & Hardies regarding legality of shares of Common Stock.           9
 23.1    Consent of KPMG Peat Marwick LLP                                                  11
 23.2    Consent of Ross & Hardies (contained in Exhibit 5.1).
 24.1    Power of Attorney.*
    +    Incorporated by reference to the Company's registration statement on
         Form S-1 declared effective by the Commission on June 21, 1996, File
         No. 333-3866.
         *Power of attorney is contained on signature pages.