AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2005

                                                 REGISTRATION STATEMENT NO. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                          OMNICORDER TECHNOLOGIES, INC.
                          -----------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>

                   DELAWARE                                            84-1209909
---------------------------------------------             ------------------------------------
<S>                                                       <C>
(STATE OR OTHER JURISDICTION OF INCORPORATION             (I.R.S. EMPLOYER IDENTIFICATION NO.)
              OR ORGANIZATION)

</TABLE>

                           125 WILBUR PLACE, SUITE 120
                             BOHEMIA, NEW YORK 11716
          -------------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                             1998 STOCK OPTION PLAN
          -------------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                                DENIS A. O'CONNOR
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          OMNICORDER TECHNOLOGIES, INC.
                           125 WILBUR PLACE, SUITE 120
                             BOHEMIA, NEW YORK 11716
          -------------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (631) 244-8244
          -------------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                             GREENBERG TRAURIG, LLP
                                METLIFE BUILDING
                           200 PARK AVENUE, 15TH FLOOR
                            NEW YORK, NEW YORK 10166
                    TEL.: (212) 801-9200; FAX: (212) 801-6400
          -------------------------------------------------------------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                  PROPOSED MAXIMUM            PROPOSED
    TITLE OF EACH CLASS OF SECURITIES         AMOUNT TO BE         OFFERING PRICE        MAXIMUM AGGREGATE           AMOUNT OF
            TO BE REGISTERED                   REGISTERED             PER SHARE            OFFERING PRICE         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                   <C>                  <C>                       <C>
COMMON STOCK, PAR VALUE $.001 PER SHARE,        4,317,215             $1.22(1)             $5,267,002(1)             $619.93(1)
UNDERLYING STOCK OPTIONS PREVIOUSLY              SHARES
ISSUED UNDER THE 1998 STOCK OPTION PLAN
------------------------------------------------------------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the registration fee and
     computed in accordance with Rule 457(h) of the Securities Act of 1933, on
     the basis of the weighted average exercise price of $1.22 with respect to
     stock options to purchase 4,317,215 shares of Common Stock, par value $.001
     per share, granted under the 1998 Stock Option Plan of OmniCorder
     Technologies, Inc. (the "Plan"). This registration statement shall also
     cover any additional shares of Common Stock which become issuable under the
     Plan or by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the outstanding shares of
     Common Stock.
</TABLE>

<PAGE>




                                EXPLANATORY NOTE

         This registration statement covers the maximum number of shares of our
common stock that could be issued upon exercise of all stock options previously
issued under our 1998 Stock Option Plan.

                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information specified by Items 1 and 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428
promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
Note to Part I of Form S-8.

         The document(s) containing the information specified by Part I of Form
S-8 will be sent or given to participants under our 1998 Stock Option Plan as
specified by Rule 428(b)(1) under the Securities Act.

         Such documents will not be filed with the SEC in this registration
statement, but constitute (along with the documents incorporated by reference
into this registration statement pursuant to Item 3 of Part II hereof) a
prospectus which meets the requirements of Section 10(a) of the Securities Act.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the SEC, are hereby
incorporated by reference into this registration statement:

         (a) our Annual Report on Form 10-KSB for the year ended December 31,
             2004, filed on April 1 2005;

         (b) all other reports filed by us pursuant to Section 13(a) or 15(d) of
             the Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), since December 31, 2004; and

         (c) the description of our common stock contained in our Registration
             Statement on Form SB-2, filed on January 27, 2005, including any
             amendments to that registration statement.

         In addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities described in this
registration statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this registration
statement by reference and to be a part of this registration statement from the
date of filing of such documents.

         Any statement contained in this registration statement, or in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.


                                       2
<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.

         Under the General Corporation Law of the State of Delaware, we can
indemnify our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). Our certificate of incorporation provides that, pursuant
to Delaware law, our directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty of care to us and our stockholders. This
provision in the amended and restated certificate of incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to us or our
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for any transaction from which the
director directly or indirectly derived an improper personal benefit, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

         Our by-laws provide for the indemnification of our directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law. We are not, however, required to indemnify any director or officer in
connection with any (a) willful misconduct, (b) willful neglect, or (c) gross
negligence toward or on behalf of us in the performance of his or her duties as
a director or officer. We are required to advance, prior to the final
disposition of any proceeding, promptly on request, all expenses incurred by any
director or officer in connection with that proceeding on receipt of any
undertaking by or on behalf of that director or officer to repay those amounts
if it should be determined ultimately that he or she is not entitled to be
indemnified under our by-laws or otherwise.


                                       3
<PAGE>


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS

         See "Exhibit Index" included in this registration statement following
the signature page, which index is incorporated herein by reference thereto.

ITEM 9.    UNDERTAKINGS

             (a) The undersigned 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, as amended (the
                  "Act");

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high 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 "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

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

                           Provided, however, that paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed with or furnished to the
                  Commission by the Registrant pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), that are incorporated by reference in this
                  Registration Statement.

                  (2) That, for the purpose of determining any liability under
the 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 hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the


                                       4
<PAGE>



Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
corporation pursuant to the foregoing provisions, or otherwise, the corporation
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 corporation of expenses incurred
or paid by a director, officer or controlling person of the corporation 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 corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



                                       5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Act, we certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-8 and have duly caused this registration statement to be signed on our
behalf by the undersigned, thereunto duly authorized, in the City of Bohemia,
State of New York, on April 6, 2005.

                           OMNICORDER TECHNOLOGIES, INC.


                           By:   /s/Denis A. O'Connor
                                 -----------------------------------------------
                                 Denis A. O'Connor
                                 President and Chief Executive Officer
                                 (principal executive officer)

                           By:   /s/Celia I. Schiffner
                                 -----------------------------------------------
                                 Celia I. Schiffner
                                 Controller
                                 (principal financial and accounting officer)


                          POWER OF ATTORNEY

         We, the undersigned officers and directors of OmniCorder Technologies,
Inc., hereby severally constitute and appoint Denis A. O'Connor and Celia I.
Schiffner, and each of them (with full power to each of them to act alone), our
true and lawful attorneys-in-fact and agents, with full power of substitution,
for us and in our stead, in any and all capacities, to sign any and all
amendments (including pre-effective and post-effective amendments) to this
Registration Statement and all documents relating thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as full to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

         In accordance with 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 stated.

<TABLE>
<CAPTION>

      Signature                                   Title                            Date
      ---------                                   -----                            ----
<S>                                                                                     <C>
-----------------------------
Hon. Joseph F. Lisa                    Chairman of Board of Directors

/s/Michael A. Davis
-----------------------------
Michael A. Davis, M.D., D.Sc.          Director, Chair of Executive
                                       Committee of Board of Directors        April 6, 2005

/s/Denis A. O'Connor
-----------------------------
Denis A. O'Connor                      President and Chief
                                       Executive Officer                      April 6, 2005

/s/Celia I. Schiffner
-----------------------------
Celia I. Schiffner                     Controller                             April 6, 2005


-----------------------------
Mark A. Fauci                          Director


-----------------------------
Jed Schutz                             Director

/s/George Benedict
-----------------------------
George Benedict                        Director                               April 6, 2005

/s/Joseph T. Casey
-----------------------------
Joseph T. Casey                        Director                               April 6, 2005


                                       S-1
<PAGE>


/s/Gordon A. Lenz
-----------------------------
Gordon A. Lenz                         Director                               April 6, 2005

/s/Anthony A. Lombardo
-----------------------------
Anthony A. Lombardo                    Director                               April 6, 2005

/s/Robert W. Loy
-----------------------------
Robert W. Loy                          Director                               April 6, 2005

/s/Richard R. Vietor
-----------------------------
Richard R. Vietor                      Director                               April 6, 2005

-----------------------------
William J. Wagner                      Director


</TABLE>


                                       S-2
<PAGE>






                                  EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION
-----------    -----------

    3.1       Certificate of Incorporation.(1)

    3.2       By-laws.(1)

    4.1       1998 Stock Option Plan.(2)

    5.1       Opinion of Greenberg Traurig, LLP.

   23.1       Consent of Marcum & Kliegman LLP.

   23.2       Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1).

   24.1       Power of Attorney (included as part of the signature page to this
              registration statement and incorporated herein by reference).


---------------
       (1) Incorporated herein by reference and filed as an exhibit to our
           Annual Report on Form 10-KSB for the year ended December 31, 2003,
           filed with the SEC on April 15, 2004.

       (2) Incorporated herein by reference and filed as an exhibit to the
           definitive Information Statement on Schedule 14C, filed with the SEC
           on February 3, 2004.
[{"type": "S-8", "sequence": "1", "filename": "d1034774.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20774}]
{"company-data": {"conformed-name": "OMNICORDER TECHNOLOGIES INC", "cik": "0001096182", "assigned-sic": "3829", "irs-number": "841209909", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123883", "film-number": "05736492"}, "business-address": {"street1": "12-8 TECHNOLOGY DRIVE", "street2": ".", "city": "EAST SETANKET", "state": "NY", "zip": "11733", "phone": "631-689-3781"}, "mail-address": {"street1": "12-8 TECHNOLOGY DRIVE", "street2": ".", "city": "EAST SETANKET", "state": "NY", "zip": "11733"}, "former-company": {"former-conformed-name": "PROMOS INC", "date-changed": "19991102"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2005

                                                 REGISTRATION STATEMENT NO. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          OMNICORDER TECHNOLOGIES, INC.
                          -----------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                            84-1209909
---------------------------------------------             ------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION             (I.R.S. EMPLOYER IDENTIFICATION NO.)
              OR ORGANIZATION)
125 WILBUR PLACE, SUITE 120
                             BOHEMIA, NEW YORK 11716
          -------------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                             1998 STOCK OPTION PLAN
          -------------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                                DENIS A. O'CONNOR
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          OMNICORDER TECHNOLOGIES, INC.
                           125 WILBUR PLACE, SUITE 120
                             BOHEMIA, NEW YORK 11716
          -------------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (631) 244-8244
          -------------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                             GREENBERG TRAURIG, LLP
                                METLIFE BUILDING
                           200 PARK AVENUE, 15TH FLOOR
                            NEW YORK, NEW YORK 10166
                    TEL.: (212) 801-9200; FAX: (212) 801-6400
          -------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                  PROPOSED MAXIMUM            PROPOSED
    TITLE OF EACH CLASS OF SECURITIES         AMOUNT TO BE         OFFERING PRICE        MAXIMUM AGGREGATE           AMOUNT OF
            TO BE REGISTERED                   REGISTERED             PER SHARE            OFFERING PRICE         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE $.001 PER SHARE,        4,317,215             $1.22(1)             $5,267,002(1)             $619.93(1)
UNDERLYING STOCK OPTIONS PREVIOUSLY              SHARES
ISSUED UNDER THE 1998 STOCK OPTION PLAN
------------------------------------------------------------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the registration fee and
     computed in accordance with Rule 457(h) of the Securities Act of 1933, on
     the basis of the weighted average exercise price of $1.22 with respect to
     stock options to purchase 4,317,215 shares of Common Stock, par value $.001
     per share, granted under the 1998 Stock Option Plan of OmniCorder
     Technologies, Inc. (the "Plan"). This registration statement shall also
     cover any additional shares of Common Stock which become issuable under the
     Plan or by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the outstanding shares of
     Common Stock.
EXPLANATORY NOTE

         This registration statement covers the maximum number of shares of our
common stock that could be issued upon exercise of all stock options previously
issued under our 1998 Stock Option Plan.

                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information specified by Items 1 and 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428
promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
Note to Part I of Form S-8.

         The document(s) containing the information specified by Part I of Form
S-8 will be sent or given to participants under our 1998 Stock Option Plan as
specified by Rule 428(b)(1) under the Securities Act.

         Such documents will not be filed with the SEC in this registration
statement, but constitute (along with the documents incorporated by reference
into this registration statement pursuant to Item 3 of Part II hereof) a
prospectus which meets the requirements of Section 10(a) of the Securities Act.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the SEC, are hereby
incorporated by reference into this registration statement:

         (a) our Annual Report on Form 10-KSB for the year ended December 31,
             2004, filed on April 1 2005;

         (b) all other reports filed by us pursuant to Section 13(a) or 15(d) of
             the Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), since December 31, 2004; and

         (c) the description of our common stock contained in our Registration
             Statement on Form SB-2, filed on January 27, 2005, including any
             amendments to that registration statement.

         In addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities described in this
registration statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this registration
statement by reference and to be a part of this registration statement from the
date of filing of such documents.

         Any statement contained in this registration statement, or in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

                                       2
ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the General Corporation Law of the State of Delaware, we can
indemnify our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). Our certificate of incorporation provides that, pursuant
to Delaware law, our directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty of care to us and our stockholders. This
provision in the amended and restated certificate of incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to us or our
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for any transaction from which the
director directly or indirectly derived an improper personal benefit, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

         Our by-laws provide for the indemnification of our directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law. We are not, however, required to indemnify any director or officer in
connection with any (a) willful misconduct, (b) willful neglect, or (c) gross
negligence toward or on behalf of us in the performance of his or her duties as
a director or officer. We are required to advance, prior to the final
disposition of any proceeding, promptly on request, all expenses incurred by any
director or officer in connection with that proceeding on receipt of any
undertaking by or on behalf of that director or officer to repay those amounts
if it should be determined ultimately that he or she is not entitled to be
indemnified under our by-laws or otherwise.

                                       3
ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS

         See "Exhibit Index" included in this registration statement following
the signature page, which index is incorporated herein by reference thereto.

ITEM 9.    UNDERTAKINGS

             (a) The undersigned 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, as amended (the
                  "Act");

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high 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 "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

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

                           Provided, however, that paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed with or furnished to the
                  Commission by the Registrant pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), that are incorporated by reference in this
                  Registration Statement.

                  (2) That, for the purpose of determining any liability under
the 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 hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the

                                       4
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
corporation pursuant to the foregoing provisions, or otherwise, the corporation
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 corporation of expenses incurred
or paid by a director, officer or controlling person of the corporation 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 corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Act, we certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-8 and have duly caused this registration statement to be signed on our
behalf by the undersigned, thereunto duly authorized, in the City of Bohemia,
State of New York, on April 6, 2005.

                           OMNICORDER TECHNOLOGIES, INC.

                           By:   /s/Denis A. O'Connor
                                 -----------------------------------------------
                                 Denis A. O'Connor
                                 President and Chief Executive Officer
                                 (principal executive officer)

                           By:   /s/Celia I. Schiffner
                                 -----------------------------------------------
                                 Celia I. Schiffner
                                 Controller
                                 (principal financial and accounting officer)

                          POWER OF ATTORNEY

         We, the undersigned officers and directors of OmniCorder Technologies,
Inc., hereby severally constitute and appoint Denis A. O'Connor and Celia I.
Schiffner, and each of them (with full power to each of them to act alone), our
true and lawful attorneys-in-fact and agents, with full power of substitution,
for us and in our stead, in any and all capacities, to sign any and all
amendments (including pre-effective and post-effective amendments) to this
Registration Statement and all documents relating thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as full to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

         In accordance with 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 stated.
Signature                                   Title                            Date
      ---------                                   -----                            ----
-----------------------------
Hon. Joseph F. Lisa                    Chairman of Board of Directors

/s/Michael A. Davis
-----------------------------
Michael A. Davis, M.D., D.Sc.          Director, Chair of Executive
                                       Committee of Board of Directors        April 6, 2005

/s/Denis A. O'Connor
-----------------------------
Denis A. O'Connor                      President and Chief
                                       Executive Officer                      April 6, 2005

/s/Celia I. Schiffner
-----------------------------
Celia I. Schiffner                     Controller                             April 6, 2005

-----------------------------
Mark A. Fauci                          Director

-----------------------------
Jed Schutz                             Director

/s/George Benedict
-----------------------------
George Benedict                        Director                               April 6, 2005

/s/Joseph T. Casey
-----------------------------
Joseph T. Casey                        Director                               April 6, 2005

                                       S-1
/s/Gordon A. Lenz
-----------------------------
Gordon A. Lenz                         Director                               April 6, 2005

/s/Anthony A. Lombardo
-----------------------------
Anthony A. Lombardo                    Director                               April 6, 2005

/s/Robert W. Loy
-----------------------------
Robert W. Loy                          Director                               April 6, 2005

/s/Richard R. Vietor
-----------------------------
Richard R. Vietor                      Director                               April 6, 2005

-----------------------------
William J. Wagner                      Director
S-2
EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
-----------    -----------

    3.1       Certificate of Incorporation.(1)

    3.2       By-laws.(1)

    4.1       1998 Stock Option Plan.(2)

    5.1       Opinion of Greenberg Traurig, LLP.

   23.1       Consent of Marcum & Kliegman LLP.

   23.2       Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1).

   24.1       Power of Attorney (included as part of the signature page to this
              registration statement and incorporated herein by reference).

---------------
       (1) Incorporated herein by reference and filed as an exhibit to our
           Annual Report on Form 10-KSB for the year ended December 31, 2003,
           filed with the SEC on April 15, 2004.

       (2) Incorporated herein by reference and filed as an exhibit to the
           definitive Information Statement on Schedule 14C, filed with the SEC
           on February 3, 2004.