As filed with the Securities and Exchange Commission on October 24, 1996

                                                     Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                                MICROFRAME, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          New Jersey                                             22-2413505
 ------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

  21 Meridian Road, Edison, New Jersey                             08820
----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip Code)

                             1994 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

                                 Stephen B. Gray
                      President and Chief Operating Officer
                                MicroFrame, Inc.
                   21 Meridian Road, Edison, New Jersey 08820
                   ------------------------------------------
                     (Name and Address of Agent for Service)

                                 (908) 494-4440
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                                 With a copy to:
                              James Alterbaum, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

                         CALCULATION OF REGISTRATION FEE


================================================================================
                                                        Proposed       Proposed
Title of                                                Maximum        Maximum
Securities             Amount          Offering        Aggregate      Amount of
to be                  to be             Price          Offering    Registration
Registered         Registered(4)     Per Share(1)       Price(1)        Fee
--------------------------------------------------------------------------------
Common Stock,       10,000 shares      $1.78(2)       $   17,800(2)   $   5.39
$.001 par value     23,196 shares      $1.94(2)       $   45,000(2)   $  13.64
                    40,000 shares      $1.50(2)       $   60,000(2)   $  18.18
                   455,088 shares      $1.31(2)       $  596,165(2)   $ 180.66
                   471,716 shares      $1.56(3)       $  735,877(3)   $ 222.99
--------------------------------------------------------------------------------
Total            1,000,000 shares                     $1,454,842      $ 440.86
================================================================================

(1)   Estimated solely for purposes of calculating the registration fee.
(2)   Based,  pursuant  to Rule  457(h),  on the  exercise  price of the related
      option.
(3)   Based,  pursuant to Rule 457(c), on $1.56 per share, which was the average
      of the high and low selling prices of the Registrant's Common Stock on the
      Nasdaq Small Cap Market on October 18, 1996.
(4)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      Registration  Statement also covers an indeterminate  number of additional
      shares  which  may  become  issuable  by  operation  of  the  antidilution
      provisions of the Plan.


<PAGE>


                                     PART I

                            INFORMATION NOT REQUIRED
                          IN THE REGISTRATION STATEMENT



                                     PART II


                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The contents of the  Registration  Statement of  MicroFrame,  Inc. on
Form S-8, File No. 33-61837 filed with the Securities and Exchange Commission on
August 15, 1995 and hereby  incorporated  by the reference with the exception of
Exhibits 5.1, 23.1, 23.2, 23.3 and 99.1 which are provided herewith.


                                       -2-

<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
the  requirements  for  filing  on Form S-8 and has duly  caused  this  Form S-8
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in Edison, New Jersey on the 23rd day of October 1996.

                                               MICROFRAME, INC.


                                               By: /s/ Stephen B. Gray
                                                  --------------------------
                                                  Stephen B. Gray, President and
                                                  Chief Operating Officer

           Pursuant to the requirements of the Securities Act of 1933, this Form
S-8  registration  statement  has been  signed by the  following  persons in the
capacities and on the dates indicated.  By so signing,  each of the undersigned,
in his or her  capacity as a director or officer,  or both,  as the case may be,
the registrant  does hereby appoint  Stephen M. Deixler and Stephen B. Gray, and
each of them  severally,  his or her true and lawful  attorneys  or  attorney to
execute  in his or her  name,  place  and  stead,  in his or her  capacity  as a
director or officer or both, as the case may be, of the registrant,  any and all
amendments  to said  registration  statement  and all  instruments  necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange Commission.  Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of each of the  undersigned,  in any
and all  capacities,  every act whatsoever  requisite or necessary to be done in
the premises as fully and to all intents and purposes as each of the undersigned
might or could do in person,  hereby  ratifying  and  approving the acts of said
attorneys and each of them.

Signature                     Title                         Date
---------                     -----                         ----

/s/ Stephen B. Gray           President and Chief           October 23,1996
--------------------------    Operating Officer, Director
Stephen B. Gray               (Principal Executive
                              Officer)

/s/ Mark A. Simmons           Vice President -              October 23, 1996
--------------------------    Operations, Chief Financial
Mark A. Simmons               Officer (Principal Financial
                              Officer and Principal Accounting
                              Officer)


                                       -3-

<PAGE>



/s/ Stephen M. Deixler        Chairman of the Board of      October 23, 1996
--------------------------    Directors, Chief Executive
Stephen M. Deixler            Officer, Treasurer


/s/ Michael Radomsky          Executive Vice President,     October 23, 1996
--------------------------    Secretary and Director
Michael Radomsky


/s/ William H. Whitney        Vice President of Research    October 23, 1996
--------------------------    & Development-Chief
William H. Whitney            Technology Officer, Assistant
                              Secretary, Director


/s/ Stephen P. Roma           Director                      October 23, 1996
--------------------------
Stephen P. Roma


/s/ David I. Gould            Director                      October 23, 1996
--------------------------
David I. Gould

By: /s/ Stephen B. Gray
--------------------------
    * Stephen B. Gray
      Attorney-in-Fact





                                       -4-

<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number                                                                  Page No.

4.1(a)         Certificate of  Incorporation of the Company,  as amended,  filed
               June 3, 1982  (Incorporated  by  reference  to Exhibit 3.2 to the
               Company's Form 10-K for the fiscal year ended March 31, 1992).

4.1(b)         Amendment to Certificate of Incorporation  filed October 14, 1992
               (Incorporated by reference to Exhibit 3.3 of the Form 10- KSB for
               the fiscal year ended March 31, 1993).

4.1(c)         Amendment to Certificate of Incorporation  filed October 20, 1993
               (Incorporated  by reference to Exhibit 3.4 of Amendment  No. 1 to
               the Company's  Registration Statement on Form SB-2 (No. 33-66688)
               dated October 26, 1993).

4.2(a)         By-Laws of the Company  (Incorporated by reference to Exhibit 3.2
               of Amendment 1 to the  Company's  Registration  Statement on Form
               SB-2 (No. 33-66688) dated October 26, 1993).

4.2(b)         Amendment  No.  2  of  the  Company's  By-Laws  (Incorporated  by
               reference  to Exhibit  3.3 to the Form 10-KSB for the fiscal year
               ended March 31, 1996).

*5.1           Opinion  and  consent  of Parker  Chapin  Flattau & Klimpl,  LLP,
               counsel to the  Company,  as to the  legality of the Common Stock
               being registered.

*23.1          Consent  of  Coopers  &  Lybrand   L.L.P.,   independent   public
               accountants of the Company.

*23.2          Consent  of  Price  Waterhouse  LLP,  former  independent  public
               accountants of the Company.

*23.3          Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (contained  in
               Exhibit 5.1).

*24.1          Power of Attorney  (contained  in Signature  Page).  4 *99.1 1994
               Stock Option Plan of the Company, as amended and restated.


-------------------------------
*  Filed herewith.

                                       -5-
[{"type": "S-8", "sequence": "1", "description": "1994 STOCK OPTION PLAN", "secsgml_size_bytes": 10781}]
{"company-data": {"conformed-name": "MICROFRAME INC", "cik": "0000754813", "assigned-sic": "3577", "irs-number": "222413505", "state-of-incorporation": "NJ", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14681", "film-number": "96646953"}, "business-address": {"street1": "21 MERIDIAN RD", "city": "EDISON", "state": "NJ", "zip": "08820", "phone": "2014944440"}, "mail-address": {"street1": "21 MERIDIAN RD", "city": "EDISON", "state": "NJ", "zip": "08820"}}
As filed with the Securities and Exchange Commission on October 24, 1996

                                                     Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                                MICROFRAME, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          New Jersey                                             22-2413505
 ------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

  21 Meridian Road, Edison, New Jersey                             08820
----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip Code)

                             1994 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

                                 Stephen B. Gray
                      President and Chief Operating Officer
                                MicroFrame, Inc.
                   21 Meridian Road, Edison, New Jersey 08820
                   ------------------------------------------
                     (Name and Address of Agent for Service)

                                 (908) 494-4440
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                                 With a copy to:
                              James Alterbaum, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                                        Proposed       Proposed
Title of                                                Maximum        Maximum
Securities             Amount          Offering        Aggregate      Amount of
to be                  to be             Price          Offering    Registration
Registered         Registered(4)     Per Share(1)       Price(1)        Fee
--------------------------------------------------------------------------------
Common Stock,       10,000 shares      $1.78(2)       $   17,800(2)   $   5.39
$.001 par value     23,196 shares      $1.94(2)       $   45,000(2)   $  13.64
                    40,000 shares      $1.50(2)       $   60,000(2)   $  18.18
                   455,088 shares      $1.31(2)       $  596,165(2)   $ 180.66
                   471,716 shares      $1.56(3)       $  735,877(3)   $ 222.99
--------------------------------------------------------------------------------
Total            1,000,000 shares                     $1,454,842      $ 440.86
================================================================================

(1)   Estimated solely for purposes of calculating the registration fee.
(2)   Based,  pursuant  to Rule  457(h),  on the  exercise  price of the related
      option.
(3)   Based,  pursuant to Rule 457(c), on $1.56 per share, which was the average
      of the high and low selling prices of the Registrant's Common Stock on the
      Nasdaq Small Cap Market on October 18, 1996.
(4)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      Registration  Statement also covers an indeterminate  number of additional
      shares  which  may  become  issuable  by  operation  of  the  antidilution
      provisions of the Plan.
PART I

                            INFORMATION NOT REQUIRED
                          IN THE REGISTRATION STATEMENT

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The contents of the  Registration  Statement of  MicroFrame,  Inc. on
Form S-8, File No. 33-61837 filed with the Securities and Exchange Commission on
August 15, 1995 and hereby  incorporated  by the reference with the exception of
Exhibits 5.1, 23.1, 23.2, 23.3 and 99.1 which are provided herewith.

                                       -2-
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  Form S-8
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in Edison, New Jersey on the 23rd day of October 1996.

                                               MICROFRAME, INC.

                                               By: /s/ Stephen B. Gray
                                                  --------------------------
                                                  Stephen B. Gray, President and
                                                  Chief Operating Officer

           Pursuant to the requirements of the Securities Act of 1933, this Form
S-8  registration  statement  has been  signed by the  following  persons in the
capacities and on the dates indicated.  By so signing,  each of the undersigned,
in his or her  capacity as a director or officer,  or both,  as the case may be,
the registrant  does hereby appoint  Stephen M. Deixler and Stephen B. Gray, and
each of them  severally,  his or her true and lawful  attorneys  or  attorney to
execute  in his or her  name,  place  and  stead,  in his or her  capacity  as a
director or officer or both, as the case may be, of the registrant,  any and all
amendments  to said  registration  statement  and all  instruments  necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange Commission.  Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of each of the  undersigned,  in any
and all  capacities,  every act whatsoever  requisite or necessary to be done in
the premises as fully and to all intents and purposes as each of the undersigned
might or could do in person,  hereby  ratifying  and  approving the acts of said
attorneys and each of them.

Signature                     Title                         Date
---------                     -----                         ----

/s/ Stephen B. Gray           President and Chief           October 23,1996
--------------------------    Operating Officer, Director
Stephen B. Gray               (Principal Executive
                              Officer)

/s/ Mark A. Simmons           Vice President -              October 23, 1996
--------------------------    Operations, Chief Financial
Mark A. Simmons               Officer (Principal Financial
                              Officer and Principal Accounting
                              Officer)

                                       -3-
/s/ Stephen M. Deixler        Chairman of the Board of      October 23, 1996
--------------------------    Directors, Chief Executive
Stephen M. Deixler            Officer, Treasurer

/s/ Michael Radomsky          Executive Vice President,     October 23, 1996
--------------------------    Secretary and Director
Michael Radomsky

/s/ William H. Whitney        Vice President of Research    October 23, 1996
--------------------------    & Development-Chief
William H. Whitney            Technology Officer, Assistant
                              Secretary, Director

/s/ Stephen P. Roma           Director                      October 23, 1996
--------------------------
Stephen P. Roma

/s/ David I. Gould            Director                      October 23, 1996
--------------------------
David I. Gould

By: /s/ Stephen B. Gray
--------------------------
    * Stephen B. Gray
      Attorney-in-Fact

                                       -4-
EXHIBIT INDEX

Exhibit
Number                                                                  Page No.

4.1(a)         Certificate of  Incorporation of the Company,  as amended,  filed
               June 3, 1982  (Incorporated  by  reference  to Exhibit 3.2 to the
               Company's Form 10-K for the fiscal year ended March 31, 1992).

4.1(b)         Amendment to Certificate of Incorporation  filed October 14, 1992
               (Incorporated by reference to Exhibit 3.3 of the Form 10- KSB for
               the fiscal year ended March 31, 1993).

4.1(c)         Amendment to Certificate of Incorporation  filed October 20, 1993
               (Incorporated  by reference to Exhibit 3.4 of Amendment  No. 1 to
               the Company's  Registration Statement on Form SB-2 (No. 33-66688)
               dated October 26, 1993).

4.2(a)         By-Laws of the Company  (Incorporated by reference to Exhibit 3.2
               of Amendment 1 to the  Company's  Registration  Statement on Form
               SB-2 (No. 33-66688) dated October 26, 1993).

4.2(b)         Amendment  No.  2  of  the  Company's  By-Laws  (Incorporated  by
               reference  to Exhibit  3.3 to the Form 10-KSB for the fiscal year
               ended March 31, 1996).

*5.1           Opinion  and  consent  of Parker  Chapin  Flattau & Klimpl,  LLP,
               counsel to the  Company,  as to the  legality of the Common Stock
               being registered.

*23.1          Consent  of  Coopers  &  Lybrand   L.L.P.,   independent   public
               accountants of the Company.

*23.2          Consent  of  Price  Waterhouse  LLP,  former  independent  public
               accountants of the Company.

*23.3          Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (contained  in
               Exhibit 5.1).

*24.1          Power of Attorney  (contained  in Signature  Page).  4 *99.1 1994
               Stock Option Plan of the Company, as amended and restated.

-------------------------------
*  Filed herewith.

                                       -5-