As filed with the Securities and Exchange Commission on
September 26, 2000.
                                        Registration No. [        ]



                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549



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




                       MICRONETICS WIRELESS, INC
       (Exact name of registrant as specified in its charter)

        Delaware                                    22-2063614
(State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)               Identification No.)

22 Hampshire Drive, Hudson NH                             03051
(Address of principal executive offices)                (Zip Code)

                  First Amended and Restated
                    1996 Stock Option Plan
                   (Full title of the plan)

                      Richard S. Kalin, Esq.
           One Penn Plaza, Suite 1425, New York, NY 10119
             (Name and address of agent for service)

                   (212) 239-8900
  (Telephone number, including area code, of agent for service)
41:  <TABLE>
                  CALCULATION OF REGISTRATION FEE

                                                         Proposed   Proposed
Title of each                                   maximum   maximum
class of secur-     Amount           offering       aggregate   Amount of  the
ities to be              to be                 price per    offering        registration
registered             registered(1)  share(2)     price(2)        fee
<S>                         <C>                <C>          <C>                <C>

Common Stock,    600,000        $7.953     $4,771,800  $1,259.76
par value $.01
per share, reserved
for future issuances
pursuant to the 1996
Stock Option Plan
(1)  The number of shares stated is the aggregate number of shares
     of Common Stock to be issued upon exercise of options granted
     or to be granted under the First Amended and Restated 1996
     Stock Option Plan (the "Plan") that are covered by this
     Registration Statement.

(2)  Estimated in accordance with Rule 457(c) and 457(h)
     promulgated under the Securities Act of 1933, solely for the
     purpose of calculating the registration fee and based upon the
     average of the bid and asked price of the Common Stock as
     reported by Nasdaq on September 22, 2000 as to options to be
     granted under the Plan.
</TABLE>
     The contents of Registration Statement No. 333-48087 filed on
Form S-8 with the U.S. Securities Exchange Commission (the
 Commission") on March 17, 1998 are hereby incorporated by
reference herein with such modifications as are set forth below.

     An amendment to the Plan authorized by the Board of Directors
of Micronetics Wireless, Inc. (the  Company" or the  Registrant")
on December 15, 1999 and June 22, 2000 and approved by the
Company's shareholders on September 7, 2000, increased the number
of shares of the Company's Common Stock authorized for issuance
under the Plan from 300,000 shares to 900,000 shares.


   Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Commission by the
Company, a Delaware Corporation, pursuant to the Securities
Exchange Act of 1934, as amended (the  Exchange Act"), are
incorporated by reference in this Registration Statement:

     (a)  the Company's Annual Report on Form 10-KSB for its Fiscal
          Year ended March 31, 2000.

     (b)  the Company's Quarterly Report on Form 10-QSB for its
          quarterly period ended June 30, 2000.

     (c)  the description of the Common Stock set forth in the
          Company's Registration Statement on Form S-1, filed on
          August 12, 1987 (Registration No. 33-16453) and any
          amendment or report filed for the purpose of updating
          such description.

     All documents subsequently filed by the Company 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 offered hereby have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.


Item 5.   Interests of Named Experts and Counsel.

     The legality of the Common Stock included in this Registration
Statement has been passed upon for the Company by Kalin &
Associates, P.C., New York, NY.  Richard S. Kalin, the principal of
such firm is the President, CEO and a director of the Company and,
as of the date of this Registration Statement, owns 1,151,460
shares of Common Stock which includes (i) options to purchase
175,000 shares of Common Stock (ii) 437,225 shares of Common Stock
and options to purchase 9,375 shares of Common Stock owned by his
wife and (iii) 10,000 shares of Common Stock owned by his minor son
as to which he disclaims beneficial ownership.


Item 6.   Indemnification of Directors and Officers.

     Incorporated by reference to Item 14 of Part II of the
Registrant Statement on Form S-1 (Registration No. 33-16453) filed
on August 12, 1987.


Item 8.   Exhibits.

Exhibit No.    Description

5.1            Opinion of Kalin and Associates, P.C.

23.1           Consent of Trochiano & Daszkowski LLP

23.2           Consent of Paul C. Roberts, C.P.A.

23.3           Consent of Kalin and Associates, P.C.
               (included in Exhibit 5.1)

99.1           First Amended and Restated 1996 Stock Option Plan

Item 9.   Undertakings.

     The Registrant hereby undertakes:

    (i)   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 the Registration Statement;

    (ii)  That, for the purpose of determining any liability under
          the Securities Act of 1933, each 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;

    (iii) 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;

    (iv)  That, for purposes of determining any liability under the
          Securities Act, each filing of the Registrants's annual
          report pursuant to Section 13(a) or Section 15(d) of the
          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 this 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.




<PAGE>
                             SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York, on September 22, 2000.

                                     MICRONETICS WIRELESS, INC.



                                     By:/s/Richard S. Kalin
                                        Richard S. Kalin, President


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.

   Signature             Title                         Date



/s/Richard S. Kalin     Director and            September 22, 2000
Richard S. Kalin         President (Principal
                                      Executive Officer)


/s/David Siegel         Chairman of the         September 22, 2000
David Siegel             Board of Directors
                                    and Director


/s/Barbara Mierisch      Director                September 22, 2000
Barbara Mierisch



/s/Douglas A. Cook       Vice President-Finance  September 22, 2000
Douglas A. Cook          (Principal Financial
                                         Officer)







<PAGE>
                          EXHIBIT INDEX



 5.1      Opinion of Kalin and Associates, P.C.

23.1      Consent of Trochiano & Daszkowski LLP

23.2      Consent of Paul C. Roberts, C.P.A.

23.3      Consent of Kalin and Associates, P.C. is contained in
          Exhibit 5.1 to this Registration Statement

99.1      First Amended and Restated 1996 Stock Option Plan





























N:\ANNE\MICRO\FORM-S8.00
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{"company-data": {"conformed-name": "MICRONETICS WIRELESS INC", "cik": "0000820097", "assigned-sic": "3679", "irs-number": "222063614", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46646", "film-number": "729018"}, "business-address": {"street1": "26 HAMPSHIRE DR", "city": "HUDSON", "state": "NH", "zip": "03051", "phone": "6038832900"}, "mail-address": {"street1": "26 HAMPSHIRE DRIVE", "city": "HUDSON", "state": "NH", "zip": "03051"}, "former-company": {"former-conformed-name": "MICRONETICS INC /DE/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on
September 26, 2000.
                                        Registration No. [        ]

                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

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

                       MICRONETICS WIRELESS, INC
       (Exact name of registrant as specified in its charter)

        Delaware                                    22-2063614
(State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)               Identification No.)

22 Hampshire Drive, Hudson NH                             03051
(Address of principal executive offices)                (Zip Code)

                  First Amended and Restated
                    1996 Stock Option Plan
                   (Full title of the plan)

                      Richard S. Kalin, Esq.
           One Penn Plaza, Suite 1425, New York, NY 10119
             (Name and address of agent for service)

                   (212) 239-8900
  (Telephone number, including area code, of agent for service)
41:  
                  CALCULATION OF REGISTRATION FEE

                                                         Proposed   Proposed
Title of each                                   maximum   maximum
class of secur-     Amount           offering       aggregate   Amount of  the
ities to be              to be                 price per    offering        registration
registered             registered(1)  share(2)     price(2)        fee
Common Stock,    600,000        $7.953     $4,771,800  $1,259.76
par value $.01
per share, reserved
for future issuances
pursuant to the 1996
Stock Option Plan
(1)  The number of shares stated is the aggregate number of shares
     of Common Stock to be issued upon exercise of options granted
     or to be granted under the First Amended and Restated 1996
     Stock Option Plan (the "Plan") that are covered by this
     Registration Statement.

(2)  Estimated in accordance with Rule 457(c) and 457(h)
     promulgated under the Securities Act of 1933, solely for the
     purpose of calculating the registration fee and based upon the
     average of the bid and asked price of the Common Stock as
     reported by Nasdaq on September 22, 2000 as to options to be
     granted under the Plan.
The contents of Registration Statement No. 333-48087 filed on
Form S-8 with the U.S. Securities Exchange Commission (the
 Commission") on March 17, 1998 are hereby incorporated by
reference herein with such modifications as are set forth below.

     An amendment to the Plan authorized by the Board of Directors
of Micronetics Wireless, Inc. (the  Company" or the  Registrant")
on December 15, 1999 and June 22, 2000 and approved by the
Company's shareholders on September 7, 2000, increased the number
of shares of the Company's Common Stock authorized for issuance
under the Plan from 300,000 shares to 900,000 shares.

   Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Commission by the
Company, a Delaware Corporation, pursuant to the Securities
Exchange Act of 1934, as amended (the  Exchange Act"), are
incorporated by reference in this Registration Statement:

     (a)  the Company's Annual Report on Form 10-KSB for its Fiscal
          Year ended March 31, 2000.

     (b)  the Company's Quarterly Report on Form 10-QSB for its
          quarterly period ended June 30, 2000.

     (c)  the description of the Common Stock set forth in the
          Company's Registration Statement on Form S-1, filed on
          August 12, 1987 (Registration No. 33-16453) and any
          amendment or report filed for the purpose of updating
          such description.

     All documents subsequently filed by the Company 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 offered hereby have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the Common Stock included in this Registration
Statement has been passed upon for the Company by Kalin &
Associates, P.C., New York, NY.  Richard S. Kalin, the principal of
such firm is the President, CEO and a director of the Company and,
as of the date of this Registration Statement, owns 1,151,460
shares of Common Stock which includes (i) options to purchase
175,000 shares of Common Stock (ii) 437,225 shares of Common Stock
and options to purchase 9,375 shares of Common Stock owned by his
wife and (iii) 10,000 shares of Common Stock owned by his minor son
as to which he disclaims beneficial ownership.

Item 6.   Indemnification of Directors and Officers.

     Incorporated by reference to Item 14 of Part II of the
Registrant Statement on Form S-1 (Registration No. 33-16453) filed
on August 12, 1987.

Item 8.   Exhibits.

Exhibit No.    Description

5.1            Opinion of Kalin and Associates, P.C.

23.1           Consent of Trochiano & Daszkowski LLP

23.2           Consent of Paul C. Roberts, C.P.A.

23.3           Consent of Kalin and Associates, P.C.
               (included in Exhibit 5.1)

99.1           First Amended and Restated 1996 Stock Option Plan

Item 9.   Undertakings.

     The Registrant hereby undertakes:

    (i)   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 the Registration Statement;

    (ii)  That, for the purpose of determining any liability under
          the Securities Act of 1933, each 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;

    (iii) 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;

    (iv)  That, for purposes of determining any liability under the
          Securities Act, each filing of the Registrants's annual
          report pursuant to Section 13(a) or Section 15(d) of the
          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 this 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.
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 New York,
State of New York, on September 22, 2000.

                                     MICRONETICS WIRELESS, INC.

                                     By:/s/Richard S. Kalin
                                        Richard S. Kalin, President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.

   Signature             Title                         Date

/s/Richard S. Kalin     Director and            September 22, 2000
Richard S. Kalin         President (Principal
                                      Executive Officer)

/s/David Siegel         Chairman of the         September 22, 2000
David Siegel             Board of Directors
                                    and Director

/s/Barbara Mierisch      Director                September 22, 2000
Barbara Mierisch

/s/Douglas A. Cook       Vice President-Finance  September 22, 2000
Douglas A. Cook          (Principal Financial
                                         Officer)
EXHIBIT INDEX

 5.1      Opinion of Kalin and Associates, P.C.

23.1      Consent of Trochiano & Daszkowski LLP

23.2      Consent of Paul C. Roberts, C.P.A.

23.3      Consent of Kalin and Associates, P.C. is contained in
          Exhibit 5.1 to this Registration Statement

99.1      First Amended and Restated 1996 Stock Option Plan

N:\ANNE\MICRO\FORM-S8.00