As  filed  with the Securities and Exchange  Commission  on
September 9, 2005.
                                        Registration No.
-------------------------------------------------------------------

            U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

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


                         MICRONETICS, 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.)


26 Hampshire Drive, Hudson, New Hampshire               03051
--------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)


                    2003 Stock Incentive Plan
--------------------------------------------------------------------
                    (Full title of the Plan)

                     Jenifer Weinberg, Esq.
                   Kalin Levine Weinberg LLC
          494 Eighth Avenue, Suite 800, New York, NY 10001
--------------------------------------------------------------------
             (Name and address of agent for service)


                        (212) 239-8900
--------------------------------------------------------------------
  (Telephone number, including area code, of agent for service)


                CALCULATION OF REGISTRATION FEE
=====================================================================
                                Proposed   Proposed
Title of                        maximum    maximum
securities       Amount         offering   aggregate   Amount of
to be            to be          price per  offering    registration
registered       registered(1)  share(2)   price(2)    fee
----------------------------------------------------------------------

Common Stock,
par value $.01   900,000         $7.89    $ 7,101,930   $ 835.79
-----------------------------------------------------------------------

  (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 2003 Stock Incentive Plan (the
       "Plan").

  (2)  The  following stock options have been granted  under  the
       Micronetics, Inc. 2003 Stock Incentive Plan:

       (i)  options to purchase an aggregate of 88,500 shares at $7.12
               per share;

       (ii)    options to purchase an aggregate of 10,000 shares at
               $6.90 per share;

       (iii)     options to purchase an aggregate of 2,000 shares at
               $8.26 per share;

       (iv)    options to purchase an aggregate of 21,000 shares at
               $7.19 per share;

       (v)     options to purchase an aggregate of 19,000 shares at
               $6.60 per share;

       (vi)    options to purchase an aggregate of 200,000 shares at
               $6.95 per share;

       (vii)     options to purchase an aggregate of 134,600 shares at
               $8.11 per share;

       (viii)    options to purchase an aggregate of 250,000 shares at
               $8.00 per share; and

       (ix)    options to purchase an aggregate of 9,400 shares at $8.78
               per share.

      With  respect  to  the remaining 165,500 shares  registered
hereby,  the proposed maximum offering price is estimated  solely
for  the  purpose  of  calculating  the  registration  fee  only.
Pursuant to Rules 457(c) and 457(h) under the Securities  Act  of
1933,  the  proposed maximum offering price  is  based  upon  the
average  of  the  bid  and asked price of  the  Common  Stock  as
reported by NASDAQ on September 6, 2005.




                            PART I(1)


     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Item 1.   Plan Information.

          Item 2.   Registrant Information and Employee
                    Plan Annual Information.

____________________

      (1)   Information required by Part I to be contained in the
Section  10(a)  prospectus  is  omitted  from  this  Registration
Statement in accordance with Rule 428 under the Securities Act of
1933  and  the Note to Part I of Form S-8.  The registrant  shall
provide  to any participant, who so requests, without charge  any
document  incorporated  by reference  in  Item  3  below.   These
documents are also incorporated by reference in the Section 10(a)
prospectus.  Participants may contact the Company to request  any
such documents.


                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Documents by Reference.

           1. The following document, which has been filed by the
registrant  with  the  Securities and  Exchange  Commission  (the
"Commission"), pursuant to the Securities Exchange  Act  of  1934
(the  "Exchange  Act"), are incorporated by reference  into  this
Registration Statement:

           (a)  The registrant's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 2005.

           (b)   The registrant's Quarterly Report on Form 10-QSB
for the fiscal quarter ended June 30, 2005.

           (c)   The  registrant's Current Report on  Form  8-K/A
dated June 10, 2005.

           2.  All documents subsequently filed by the registrant
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 have been  sold  or  which
deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated by reference in this Registration  Statement
and  to  be  a part hereof from the respective date of filing  of
such   documents.   Any  statement  contained   in   a   document
incorporated  by reference herein is modified or  superseded  for
all  purposes  to the extent that a statement contained  in  this
Registration  Statement  or  in  any  other  subsequently   filed
document   which  is  incorporated  by  reference   modifies   or
supersedes such statement.

          Item 4.   Description of Securities.

          Not applicable.

          Item 5.   Interests of Named Experts and Counsel.

          None.

          Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State
of  Delaware  provides for the indemnification  of  officers  and
directors  under certain circumstances against expenses  incurred
in successfully defending against a claim and authorizes Delaware
corporations  to  indemnify their officers  and  directors  under
certain  circumstances against expenses and liabilities  incurred
in  legal  proceedings involving such persons  because  of  their
being or having been an officer or director.

           Section 102(b) of the Delaware General Corporation Law
permits  a  corporation, by so providing in  its  certificate  of
incorporation, to eliminate or limit director's liability to  the
corporation and its stockholders for monetary damages arising out
of  certain  alleged breaches of their fiduciary  duty.   Section
102(b)(7)  provides  that  no such limitation  of  liability  may
affect  a  director's  liability  with  respect  to  any  of  the
following:  (i) breaches of the director's duty of loyalty to the
corporation or its stockholders; (ii) acts or omissions not  made
in  good faith or which involve intentional misconduct of knowing
violations  of law; (iii) liability for dividends paid  or  stock
repurchased  or  redeemed in violation  of  Section  174  of  the
Delaware General Corporation Law; or (iv) transactions from which
directors   derived  an  improper  personal   benefit.    Section
102(b)(7) does not authorize any limitation on the ability of the
corporation  or  its  stockholders to obtain  injunctive  relief,
specific performance or other equitable relief against directors.
           Article  Seventh  of the registrant's  Certificate  of
Incorporation  provides that no director of the registrant  shall
be  personally  liable to the registrant or its stockholders  for
any  monetary  damages  for  breaches  of  fiduciary  duty  as  a
director,  provided that this provision shall  not  eliminate  or
limit  the  liability of a director (i) for  any  breach  of  the
director's duty of loyalty to the registrant or its stockholders;
(ii)  for  acts  or omissions not in good faith or which  involve
intentional misconduct or a knowing violation of law; (iii) under
Section  174  of  the General Corporation Law  of  the  State  of
Delaware;  or  (iv) for any transaction from which  the  director
derived an improper personal benefit.

Item 7.   Exemption from Registration Claimed.

Not applicable.

Item 8.   Exhibits.

Exhibit No.         Description

5.1          Opinion of Kalin Levine Weinberg LLC

23.1         Consent of Grant Thornton LLP

23.2         Consent of Rosenberg Rich Baker Berman & Company

23.3         Consent of Kalin Levine Weinberg LLC (included in
               Exhibit 5.1)

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:

             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.

             (2)   That,  for  the  purpose  of  determining  any
liability under the Securities Act of 1933 (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 registrant hereby  undertakes
that,  for purposes of determining any liability under  the  Act,
each filing of the registrant'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 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 registrant pursuant to the  foregoing
procedures, 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  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.

                           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 8, 2005.


                                 MICRONETICS, INC.


                              By:/s/David Robbins
                                 ------------------------
                                 David Robbins, 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/David Robbins         President and Director September 8, 2005
-----------------        (Principal Executive
David Robbins             Officer)


/s/David Siegel          Director               September 8, 2005
---------------
David Siegel


/s/Emanuel Kramer        Director               September 8, 2005
-----------------
Emanuel Kramer


/s/Gerald Hattori        Director               September 8, 2005
-----------------
Gerald Hattori


/s/Diane Bourque        Chief Financial Officer September 8, 2005
----------------        (Principal Financial
Diane Bourque            Officer)



                         EXHIBIT INDEX



Exhibit No.              Document



  5.1          Opinion of Kalin Levine Weinberg LLC

 23.1          Consent of Grant Thornton LLP

 23.2          Consent of Rosenberg Rich Baker Berman & Company

 23.3          Consent of Kalin Levine Weinberg
                    LLC (included in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 14091}]
{"company-data": {"conformed-name": "MICRONETICS  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": "333-128223", "film-number": "051078046"}, "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 WIRELESS INC", "date-changed": "19951201"}, {"former-conformed-name": "MICRONETICS INC /DE/", "date-changed": "19920703"}]}
As  filed  with the Securities and Exchange  Commission  on
September 9, 2005.
                                        Registration No.
-------------------------------------------------------------------

            U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

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

                         MICRONETICS, 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.)

26 Hampshire Drive, Hudson, New Hampshire               03051
--------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)

                    2003 Stock Incentive Plan
--------------------------------------------------------------------
                    (Full title of the Plan)

                     Jenifer Weinberg, Esq.
                   Kalin Levine Weinberg LLC
          494 Eighth Avenue, Suite 800, New York, NY 10001
--------------------------------------------------------------------
             (Name and address of agent for service)

                        (212) 239-8900
--------------------------------------------------------------------
  (Telephone number, including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
=====================================================================
                                Proposed   Proposed
Title of                        maximum    maximum
securities       Amount         offering   aggregate   Amount of
to be            to be          price per  offering    registration
registered       registered(1)  share(2)   price(2)    fee
----------------------------------------------------------------------

Common Stock,
par value $.01   900,000         $7.89    $ 7,101,930   $ 835.79
-----------------------------------------------------------------------

  (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 2003 Stock Incentive Plan (the
       "Plan").

  (2)  The  following stock options have been granted  under  the
       Micronetics, Inc. 2003 Stock Incentive Plan:

       (i)  options to purchase an aggregate of 88,500 shares at $7.12
               per share;

       (ii)    options to purchase an aggregate of 10,000 shares at
               $6.90 per share;

       (iii)     options to purchase an aggregate of 2,000 shares at
               $8.26 per share;

       (iv)    options to purchase an aggregate of 21,000 shares at
               $7.19 per share;

       (v)     options to purchase an aggregate of 19,000 shares at
               $6.60 per share;

       (vi)    options to purchase an aggregate of 200,000 shares at
               $6.95 per share;

       (vii)     options to purchase an aggregate of 134,600 shares at
               $8.11 per share;

       (viii)    options to purchase an aggregate of 250,000 shares at
               $8.00 per share; and

       (ix)    options to purchase an aggregate of 9,400 shares at $8.78
               per share.

      With  respect  to  the remaining 165,500 shares  registered
hereby,  the proposed maximum offering price is estimated  solely
for  the  purpose  of  calculating  the  registration  fee  only.
Pursuant to Rules 457(c) and 457(h) under the Securities  Act  of
1933,  the  proposed maximum offering price  is  based  upon  the
average  of  the  bid  and asked price of  the  Common  Stock  as
reported by NASDAQ on September 6, 2005.

                            PART I(1)

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Item 1.   Plan Information.

          Item 2.   Registrant Information and Employee
                    Plan Annual Information.

____________________

      (1)   Information required by Part I to be contained in the
Section  10(a)  prospectus  is  omitted  from  this  Registration
Statement in accordance with Rule 428 under the Securities Act of
1933  and  the Note to Part I of Form S-8.  The registrant  shall
provide  to any participant, who so requests, without charge  any
document  incorporated  by reference  in  Item  3  below.   These
documents are also incorporated by reference in the Section 10(a)
prospectus.  Participants may contact the Company to request  any
such documents.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Documents by Reference.

           1. The following document, which has been filed by the
registrant  with  the  Securities and  Exchange  Commission  (the
"Commission"), pursuant to the Securities Exchange  Act  of  1934
(the  "Exchange  Act"), are incorporated by reference  into  this
Registration Statement:

           (a)  The registrant's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 2005.

           (b)   The registrant's Quarterly Report on Form 10-QSB
for the fiscal quarter ended June 30, 2005.

           (c)   The  registrant's Current Report on  Form  8-K/A
dated June 10, 2005.

           2.  All documents subsequently filed by the registrant
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 have been  sold  or  which
deregisters all securities then remaining unsold, shall be deemed
to  be  incorporated by reference in this Registration  Statement
and  to  be  a part hereof from the respective date of filing  of
such   documents.   Any  statement  contained   in   a   document
incorporated  by reference herein is modified or  superseded  for
all  purposes  to the extent that a statement contained  in  this
Registration  Statement  or  in  any  other  subsequently   filed
document   which  is  incorporated  by  reference   modifies   or
supersedes such statement.

          Item 4.   Description of Securities.

          Not applicable.

          Item 5.   Interests of Named Experts and Counsel.

          None.

          Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State
of  Delaware  provides for the indemnification  of  officers  and
directors  under certain circumstances against expenses  incurred
in successfully defending against a claim and authorizes Delaware
corporations  to  indemnify their officers  and  directors  under
certain  circumstances against expenses and liabilities  incurred
in  legal  proceedings involving such persons  because  of  their
being or having been an officer or director.

           Section 102(b) of the Delaware General Corporation Law
permits  a  corporation, by so providing in  its  certificate  of
incorporation, to eliminate or limit director's liability to  the
corporation and its stockholders for monetary damages arising out
of  certain  alleged breaches of their fiduciary  duty.   Section
102(b)(7)  provides  that  no such limitation  of  liability  may
affect  a  director's  liability  with  respect  to  any  of  the
following:  (i) breaches of the director's duty of loyalty to the
corporation or its stockholders; (ii) acts or omissions not  made
in  good faith or which involve intentional misconduct of knowing
violations  of law; (iii) liability for dividends paid  or  stock
repurchased  or  redeemed in violation  of  Section  174  of  the
Delaware General Corporation Law; or (iv) transactions from which
directors   derived  an  improper  personal   benefit.    Section
102(b)(7) does not authorize any limitation on the ability of the
corporation  or  its  stockholders to obtain  injunctive  relief,
specific performance or other equitable relief against directors.
           Article  Seventh  of the registrant's  Certificate  of
Incorporation  provides that no director of the registrant  shall
be  personally  liable to the registrant or its stockholders  for
any  monetary  damages  for  breaches  of  fiduciary  duty  as  a
director,  provided that this provision shall  not  eliminate  or
limit  the  liability of a director (i) for  any  breach  of  the
director's duty of loyalty to the registrant or its stockholders;
(ii)  for  acts  or omissions not in good faith or which  involve
intentional misconduct or a knowing violation of law; (iii) under
Section  174  of  the General Corporation Law  of  the  State  of
Delaware;  or  (iv) for any transaction from which  the  director
derived an improper personal benefit.

Item 7.   Exemption from Registration Claimed.

Not applicable.

Item 8.   Exhibits.

Exhibit No.         Description

5.1          Opinion of Kalin Levine Weinberg LLC

23.1         Consent of Grant Thornton LLP

23.2         Consent of Rosenberg Rich Baker Berman & Company

23.3         Consent of Kalin Levine Weinberg LLC (included in
               Exhibit 5.1)

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:

             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.

             (2)   That,  for  the  purpose  of  determining  any
liability under the Securities Act of 1933 (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 registrant hereby  undertakes
that,  for purposes of determining any liability under  the  Act,
each filing of the registrant'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 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 registrant pursuant to the  foregoing
procedures, 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  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.

                           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 8, 2005.

                                 MICRONETICS, INC.

                              By:/s/David Robbins
                                 ------------------------
                                 David Robbins, 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/David Robbins         President and Director September 8, 2005
-----------------        (Principal Executive
David Robbins             Officer)

/s/David Siegel          Director               September 8, 2005
---------------
David Siegel

/s/Emanuel Kramer        Director               September 8, 2005
-----------------
Emanuel Kramer

/s/Gerald Hattori        Director               September 8, 2005
-----------------
Gerald Hattori

/s/Diane Bourque        Chief Financial Officer September 8, 2005
----------------        (Principal Financial
Diane Bourque            Officer)

                         EXHIBIT INDEX

Exhibit No.              Document

  5.1          Opinion of Kalin Levine Weinberg LLC

 23.1          Consent of Grant Thornton LLP

 23.2          Consent of Rosenberg Rich Baker Berman & Company

 23.3          Consent of Kalin Levine Weinberg
                    LLC (included in Exhibit 5.1)