As filed with the Securities and Exchange Commission on March 9, 2001

                                                      Registration No.: 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                             TECH LABORATORIES, INC.
                 (Name of small business issuer in its charter)


         New Jersey             3679, 3573, 3629, and 3613        22-1436279
 (State or other jurisdiction  (Primary Standard Industrial   (I.R.S. Employer
      of incorporation or      Classification Code Number)   Identification No.)
        organization)

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

              955 Belmont Avenue, North Haledon, New Jersey 07508,
                 (973) 427-5333 (Address and telephone number of
                          principal executive offices)

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

                        Employee's Stock Option Agreement
                       Consultant's Stock Option Agreement
                        1996 Incentive Stock Option Plan
                              (Full title of plan)

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

           Bernard M. Ciongoli, President and Chief Executive Officer
                             Tech Laboratories, Inc.
       955 Belmont Avenue, North Haledon, New Jersey 07508, (973) 427-5333
           (Name, address, and telephone number of agent for service)

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

                                   Copies to:

                         C. Walter Stursberg, Jr., Esq.
                                Stursberg & Veith
                              405 Lexington Avenue
                            New York, New York 10174

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

     Approximate  date of proposed sales pursuant to the plan: From time to time
after the effective date of this registration statement.


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                          Amount        Proposed Maximum    Proposed Maximum
Title of Securities        to be         Offering Price    Aggregate Offering       Amount of
to be Registered        Registered         Per Share            Price           Registration Fee
-------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>           <C>                  <C>
Common Stock, par
value $.01 per share     100,000(1)          $4.00         $400,000(5)          $111.16
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     170,000(2)          $0.875        $148,750(6)          $ 41.33
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     170,000(3)          $0.50         $ 85,000(5)          $ 23.62
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     111,000(3)          $2.68125      $297,618.75(5)       $ 82.70
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share      25,000(3)          $2.4375       $ 60,937.50(5)       $ 16.93
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     300,000(4)          $0.50         $150,000(5)          $ 41.68
-------------------------------------------------------------------------------------------------
Total Registration                                                              $317.42
</TABLE>

(1)  Represents shares issuable upon the exercise of options granted pursuant to
     a  consultant's  agreement (the "Consulting  Agreement").  Pursuant to Rule
     416(a),  also covers additional  securities that may be offered as a result
     of stock splits, stock dividends, or similar transactions relating to these
     shares.

(2)  Represents  shares that have been issued or will be issued  pursuant to the
     terms of  the Consulting  Agreement.  Pursuant  to Rule 416(a), also covers
     additional  securities  that may be  offered  as a result of stock  splits,
     stock dividends, or similar transactions relating to these shares.

(3)  Represents  shares issuable upon exercise of options granted under our 1996
     Incentive  Stock  Option  Plan.   Pursuant  to  Rule  416(a),  also  covers
     additional  securities  that may be  offered  as a result of stock  splits,
     stock dividends, or similar transactions relating to these shares.

(4)  Represents  shares  issuable  upon  exercise of a stock  option  agreement.
     Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,  stock  dividends,   or  similar
     transactions relating to these shares.

(5)  Estimated  pursuant to Rule  457(h)(i)  solely for the purpose of computing
     the  registration fee on the basis of the price at which the options may be
     exercised.

(6)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(c), based on the average of the high and low prices of
     the  Registrant's  common  stock for March 8, 2001,  which date is within 5
     business days of the initial filing date of this registration statement.

                                EXPLANATORY NOTE

     We have  prepared  this  Registration  Statement  in  accordance  with  the
requirements  of Form S-8 under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  to register  876,000 shares of our common stock,  par value
$.01 per share,  issuable to certain employees and a consultant under certain of
our employee benefit plans (collectively, the "Plans"), as follows:


                                      -ii-

<PAGE>

1.   306,000 shares of our common stock (including  additional stock shares that
     may be reissued or offered as a result of stock splits, stock dividends, or
     similar  transactions  relating to these shares) which we have reserved for
     issuance upon exercise of stock options granted to certain  employees under
     our 1996  Incentive  Stock  Option Plan (the "1996  Incentive  Stock Option
     Plan");

2.   200,000 shares of our common stock (including additional shares that may be
     reissued  or  offered  as a result of stock  splits,  stock  dividends,  or
     similar  transactions  relating to these shares) which we have reserved for
     issuance upon exercise of stock options granted to a consultant pursuant to
     the terms of the Consulting Agreement.

3.   170,000 shares of our common stock (including additional shares that may be
     reissued  or  offered  as a result of stock  splits,  stock  dividends,  or
     similar transactions relating to these shares), of which 65,000 shares have
     been issued to a consultant  and the  remainder are subject to be issued to
     the consultant pursuant to the terms of the Consulting Agreement, and

4.   300,000 shares of our common stock (including additional shares that may be
     reissued  or  offered  as a result of stock  splits,  stock  dividends,  or
     similar  transactions  relating to these shares) which we have reserved for
     issuance  upon  exercise  of  a  stock  option  granted  to  the  Company's
     president,  Bernard  Ciongoli,  pursuant to a  free-standing  stock  option
     agreement (the "Stock Option Agreement").

                               REOFFER PROSPECTUS

     Certain of the options  described  in  paragraphs  1 and 4 of the  previous
section of this registration  statement  captioned  "Explanatory Note" have been
granted to certain of our executive  officers,  directors,  and stockholders who
are deemed to be our "affiliates" (as such term is defined in Section 405 of the
Securities  Act).  The 606,000 shares of our common stock which we have reserved
for issuance to these  affiliates upon their exercise of the noted options will,
therefore,  when issued constitute "control  securities"  (defined as securities
acquired under a Securities Act registration statement held by affiliates of the
registrant).  In  addition,  65,000  of the  shares  described  in Note 3 of the
previous  section have been issued to a consultant  pursuant to the terms of the
Consulting  Agreement.  Since  these  shares have been  issued,  they are deemed
"Restricted Securities."

     This Reoffer Prospectus has been prepared in accordance with Part I of Form
S-3 under the  Securities  Act. This Reoffer  Prospectus  may be utilized by the
noted  affiliates  and by the  Consultant  as to the  Restricted  Shares for the
reoffer and resale of up to 671,000 shares of our common stock.


                                      -iii-

<PAGE>


                                   PROSPECTUS

                                 876,000 SHARES

                             TECH LABORATORIES, INC.

                          Common Stock ($.01 par value)

     This  prospectus  relates  to the  public  offer and sale by certain of our
executive  officers,  directors,  stockholders,  and a consultant  (our "Selling
Stockholders")  of up to 876,000 shares of our common stock,  par value $.01 per
share,  that  (i) may be  issued  by us to the  Selling  Stockholders  upon  the
exercise of stock options  granted under our 1996  Incentive  Stock Option Plan,
upon the exercise of stock options granted  pursuant to a stock option agreement
entered into with an executive officer, director and stockholder of our Company,
and upon the issuance of shares and exercise of stock options by a consultant to
the Company  pursuant to the terms of a consulting  agreement  (the  "Consulting
Agreement");  and (ii)  shares of our common  stock  that have been  issued to a
consultant  pursuant to the terms of the Consulting  Agreement for resale by the
consultant.

     The Selling Stockholders may offer to sell the common stock covered by this
prospectus  from time to time, in one or more  transactions,  at prices and upon
terms then  obtainable on the NASD OTC Bulletin Board or any other public market
upon  which  the  common  stock  may be  traded  at the time of such  sales,  in
negotiated transactions,  in a combination of such methods of sale or otherwise.
Our  Company  will not  receive  the  proceeds  from  the sale of these  shares,
although we will  receive  approximately  $557,621.18  if all the options  being
registered are exercised.  All expenses of  registration  incurred in connection
with  this  offering  are  being  borne  by  our  Company,   while  our  Selling
Stockholders will bear all brokerage  commissions and other expenses incurred in
connection with their sale of the common stock covered by this prospectus.

     Our common stock is traded on the NASDAQ  SmallCap  Market under the symbol
"TCHL.OB." On March 8, 2001, the closing price for the Common Stock, as reported
by the NASDAQ SmallCap Market was $0.875.

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

     This investment involves risk. See "Risk Factors" beginning at page 5.

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


     Neither the SEC nor any state securities  commission has determined whether
this prospectus is truthful or complete. They have not made, nor will they make,
any  determination  as to  whether  anyone  should  buy  these  securities.  Any
representation to the contrary is a criminal offense.

     The Selling  Stockholders  are not allowed to sell the common stock offered
by this prospectus until the registration  statement  containing this prospectus
that we have filed with the  Securities  and  Exchange  Commission  is  declared
effective by the Securities and Exchange  Commission.  This prospectus is not an
offer to sell our common  stock -- and doesn't  solicit  offers to buy -- in any
state or province where this offer or sale is not otherwise permitted.

                  The date of this prospectus is March 9, 2001


                                      -iv-

<PAGE>


                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

PROSPECTUS SUMMARY........................................................  1

OUR BUSINESS..............................................................  1

RISK FACTORS..............................................................  3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.........................  5

USE OF PROCEEDS...........................................................  5

DETERMINATION OF OFFERING PRICE...........................................  5

DILUTION .................................................................  6

SELLING SECURITYHOLDERS...................................................  6

PLAN OF DISTRIBUTION......................................................  8

DESCRIPTION OF COMMON STOCK...............................................  9

INTEREST OF NAMED EXPERTS AND COUNSEL.....................................  9

                               PROSPECTUS SUMMARY

     Unless the  context  indicates  otherwise,  all  references  herein to "we"
include Tech Labs and its wholly-owned  subsidiaries,  Tech Logistics,  Inc. and
Tech Labs Community Networks, Inc., collectively, and references to "Tech Labs",
"Tech Logistics" and/or  "Community  Networks" shall mean each of such companies
alone. You should read the entire prospectus carefully,  especially the risks of
investing in the common stock discussed under "Risk Factors."

                                  OUR BUSINESS

     Tech Labs  manufactures  and markets  various  electrical,  electronic  and
telecommunications switching and distribution equipment and associated software.
We also  market  and  manufacture,  under our  exclusive  license,  an  infrared
perimeter intrusion and anti-terrorist detection system or "IDS".

     We  also  acquired  a  high-speed,  telecommunications  management  network
switching system.  This switching system, the DynaTraX(TM)  technology,  permits
users to bypass current  telephone and CATV companies' "Last Mile"  connections,
allowing them to realize  recurring  revenues and to make their  properties more
attractive  to computer  users,  while  providing  bundled  digital  multi-media
services.

<PAGE>

     We have been in business since the 1930s, and in 1947 we were  incorporated
in New Jersey.  Our principal  offices are located at 955 Belmont Avenue,  North
Haledon, New Jersey 07508, and our telephone number is (973) 427-5333.


                                       -2-

<PAGE>

                                  RISK FACTORS

     In addition to other matters  described in this document,  investors should
carefully consider the following factors:

Our inability to protect certain intellectual property from being copied by our
competition could impair our business.

     We have no patent or copyright  protection on our current  products,  other
than aspects of the DynaTraX(TM) product and technology.  Our ability to compete
effectively  with  other  companies  will  depend,  in part,  on our  ability to
maintain the proprietary  nature of our technologies.  Other than with regard to
the  DynaTraX(TM)  patents,  which have been issued to date only in England,  we
intend  to  rely  substantially  on  unpatented,   proprietary  information  and
know-how. We are also presently prosecuting the patent applications filed in the
United States and Europe.  Since we have no product liability insurance we could
incur substantial expenses if product liability claims are filed against us.

     There is a risk that our current  products may  malfunction  and cause loss
of, or error  in,  data,  loss of man  hours,  damage  to,  or  destruction  of,
equipment  or  delays.  Consequently,  we, as the  manufacturer  of  components,
assemblies  and  devices  may be  subject  to  claims  if such  malfunctions  or
breakdowns  occur.  We are not aware of any past or present  claims  against us.
While we presently do not maintain  product  liability  insurance,  we intend to
obtain such coverage at the  completion of this offering if such coverage can be
obtained  on  affordable  terms.  We cannot  predict at this time our  potential
liability if customers make claims against us asserting that DynaTraX(TM) IDS or
other new products  fail to function.  Since we have no insurance we could incur
substantial  expenses defending  ourselves against a product liability claim. If
we are found to be liable for any  product  liability  claim it could  result in
substantial losses to our business.

We  manufacture  and sell the IDS system  under a license  agreement  which,  if
terminated, would prevent us from using technology owned by EAG in our perimeter
detection system products, and would harm our business.

     We entered into an Amended Joint Marketing  Agreement as of October 1, 1997
with  Elektronik  Apparatebau  GmbH  (EAG),  W.T.  Sports,  Ltd.  and FUA Safety
Equipment,  AG and a Confidentiality  and Manufacturing  Agreement with the same
parties  and dated the same date,  pursuant  to which Tech Labs was  granted the
exclusive  right to  manufacture  in the U.S.  and  market and sell in the U.S.,
Canada and South America the IDS products. The agreements terminate on September
30, 2007 subject to automatic  renewals for successive  one-year  periods unless
either party gives  notice of  non-renewal.  The  agreements  can be  terminated
earlier upon a default of any material obligation. If the license is terminated,
we would be unable to use EAG's  technology  in our perimeter  detection  system
products.  Even if the agreements  remain in effect until September 30, 2007, it
will be  necessary  at that time to  negotiate  a new  agreement  or  license or
acquire a suitable replacement technology.

     Our  marketing  plan  to  sell  the  DynaTraX(TM)   switch   technology  in
hospitality  environments is reliant upon a joint marketing  agreement which, if
terminated, would hamper our growth and curtail our sales.

     Our hospitality software sales are greatly dependent upon a Joint Marketing
Agreement we entered into on October 15, 1999 with TravelNet Technologies, Inc.,
pursuant to which we were granted the right


                                       -3-

<PAGE>

to sell the "Data Valet" software  system,  which operates with the DynaTraX(TM)
switch  technology.  This  integrated  system provides  high-speed  Internet and
bundled digital services to business travelers and hotel guests. This agreement,
which  terminates on September 10, 2002,  can be renewed with the mutual consent
of both parties.  It will be necessary at that time to negotiate a new agreement
or license or acquire a suitable replacement technology. If replacement software
is not  available  it could  greatly  harm our ability to sell the  DynaTraX(TM)
switch technology in hospitality environments.

     Our lack of insurance on the DynaTraX(TM) product inventory could result in
substantial expenses and losses if the product inventory were damaged or lost.

     In connection  with the  acquisition  of the  DynaTraX(TM)  technology,  we
acquired digital switches, finished products and parts from NORDX/CDT. We do not
have  insurance on that  inventory.  Damage or destruction of some or all of the
inventory by fire, theft or by acts of nature would result in substantial losses
and would harm our business.

     Volatility of stock prices may increase the number of shares  issuable upon
conversion of Notes Tech Labs currently has outstanding.

     In October 2000, Tech Labs issued  Promissory Notes convertible into shares
of the Company's  common stock.  The conversion price of the Notes is based upon
the  current  stock  price of Tech  Labs,  which is  subject to price and volume
fluctuations which may or may not be related to the operating performance of the
Company.  We believe  that a number of factors can cause the price of our common
stock to fluctuate, perhaps substantially. These factors include, among others:

o    Announcements of financial results and other  developments  relating to our
     business;

o    Changes in the general state of the economy; and

o    Changes in market  analyst  estimates  and  recommendations  for our common
     stock.

     Significant   downward   fluctuations   of  the  price  of  our  stock  may
substantially  increase  the  number of shares of  common  stock  issuable  upon
conversion of outstanding Notes as a result of the conversion formula,  which is
tied to the market price of the common stock.

     The  issuance of shares of common  stock upon  conversion  of the Notes may
cause  significant  dilution  of  existing  shareholders'  interests  and  exert
downward pressure on the price of our common stock.

     Significant dilution of existing  shareholders' interest may occur based on
the  trading  price of our stock and  conversions  of the  Notes.  The Notes are
convertible  at a price equal to 85% of the  average of the five lowest  closing
bid  prices of the  common  stock  during  the  twenty-two  (22)  business  days
immediately  preceding  the  issuance of the Notes or 85% of the five lowest bid
prices during the twenty-two business days through the date of conversion of the
Notes, whichever is lower. Therefore,  there is a possibility that the Notes may
convert to common stock at a rate which may be below the prevailing market price
of the common stock at the time of conversion.


                                       -4-

<PAGE>


     The  exact  number  of shares  of  common  stock  into  which the Notes may
ultimately be convertible  will vary over time as the result of ongoing  changes
in the trading price of our common stock.  Decreases in the trading price of our
common  stock would  result in increases in the number of shares of common stock
issuable upon conversion of the Notes. The following consequences could result:

     o    If  the  market   price  of  our  common   stock   declines,   thereby
          proportionately  increasing  the  number of  shares  of  common  stock
          issuable upon conversion of the Notes, an increasing downward pressure
          on the  market  price  of the  common  stock  might  result,  which is
          sometimes referred to as a downward "spiral" effect.

     o    The  dilution  caused  by  conversion  of the  Notes  and  sale of the
          underlying  shares  could also cause  downward  pressure on the market
          price of the common stock.

     o    The  conversion  of the Notes would dilute the book value and earnings
          per share of common stock held by our existing shareholders.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements.  These forward-looking
statements   are  not   historical   facts  but  rather  are  based  on  current
expectations,  estimates and projections  about our industry,  our beliefs,  and
assumptions.  Words  such  as "  anticipates,"  "expects,"  "intends",  "plans,"
"believes,"  "seeks,"  "estimates"  and  variations  of these  words and similar
expressions  are  intended  to  identify  forward-  looking  statements.   These
statements are not guarantees of future  performance  and are subject to certain
risks,  uncertainties  and other factors,  some of which are beyond our control,
are  difficult  to predict and could cause actual  results to differ  materially
from those expressed or forecasted in the forward-looking statements.

     Readers are cautioned not to place undue reliance on these  forward-looking
statements,  which  reflect  our  management's  view only as of the date of this
prospectus.  We undertake no obligation  to update these  statements or publicly
release the result of any revisions to the  forward-looking  statements  that we
may make to reflect events or circumstances after the date of this prospectus or
to reflect the occurrence of unanticipated events.

                                 USE OF PROCEEDS

     We will not  receive  any of the  proceeds  from the sale of the  shares of
common  stock owned by the selling  security  holders,  although we will receive
approximately  $557,621.18 if all of the options being registered are exercised.
All  proceeds  from the sale of  shares  of common  stock  owned by the  selling
security  holders  will  be  for  the  account  of the  selling  securityholders
described below. See "Selling Securityholders."

                         DETERMINATION OF OFFERING PRICE

     Because our selling  securityholders  will offer and sell the common  stock
covered  by this  prospectus  at  various  times at  prices  and at  terms  then
prevailing  or at  prices  related  to the  then  current  market  prices  or in
negotiated  transactions,  we have not included in this  prospectus  information
about the price to the public for those shares.


                                       -5-

<PAGE>

                                    DILUTION

Because our selling securityholders will offer and sell the common stock covered
by this prospectus at various times at prices and at terms then prevailing or at
prices related to the then current market prices or in negotiated  transactions,
we have not  included  in this  prospectus  information  about  the price to the
public for those shares.

                             SELLING SECURITYHOLDERS

     The shares are being registered to permit the selling  securityholders  and
their  transferees or other successors in interest to offer the shares from time
to time. The common stock which our selling  securityholders  may offer and sell
under this  prospectus,  which  consist  in the  aggregate  of  876,000  shares,
represent shares which (i) the selling  securityholders  may acquire through the
exercise of stock options granted to them under various  employee  benefit plans
and  (ii)  which a  consultant  to the  Company  has  acquired  pursuant  to the
Consulting  Agreement.  In addition,  under the registration  statement of which
this prospectus is a part, we have registered an additional  number of shares of
our common stock that we may be required to issue to the selling securityholders
as a result of any stock split, stock dividend, or similar transaction involving
our common stock. Except for the shares issued to the consultant,  the foregoing
shares,  once  acquired  by the  selling  securityholders,  will  be  considered
"control  securities"  (defined as securities  acquired  under a Securities  Act
registration  statement  held by affiliates  of our Company).  The 65,000 shares
which  have been  issued  to the  consultant  under the terms of the  Consulting
Agreement are being registered  pursuant to the registration  statement of which
this prospectus is a part, are considered "Restricted Shares."

     The selling  securityholders have indicated that the shares offered by this
prospectus may be sold from time to time by them or by their  pledgees,  donees,
transferees,  or other successors in interest,  although it should be noted that
none of the selling securityholders have any present intent or specific plans to
sell these shares or offer them for sale,  and we cannot give you any  assurance
that any or all of these shares will be sold by the selling securityholders. You
should also note that a significant portion of the options underlying the common
stock covered by this  prospectus are held by our executive  officers and remain
subject  to  vesting  conditions  contingent  upon the  continued  provision  of
services as an  employee  of our  Company  over the next two to three years and,
therefore,  may not be acquired by these  executive  officers until such time as
these vesting conditions are satisfied.

     The table below shows, as of March 8, 2001:

     o    The name of each of the selling securityholders;

     o    The  maximum  number of shares of our common  stock  which each of the
          selling  securityholders  may  sell  from  time  to  time  under  this
          prospectus  (assuming  the  selling  securityholders  each  earn,  and
          acquire  through  exercise,  all  shares  which they are  entitled  to
          acquire pursuant to their underlying options);

     o    The number of shares of our common stock beneficially owned by each of
          the selling securityholders both before and after the offers and sales
          contemplated by this prospectus (assuming the selling  securityholders
          each earn,  acquire through  exercise,  and sell all shares which they
          are entitled to acquire pursuant to their underlying options); and


                                       -6-

<PAGE>


     o    The  percentage  of  our  common  stock  which  each  of  the  selling
          securityholders  beneficially  holds  before  and after the offers and
          sales contemplated by this prospectus.

     The number of shares of our common stock deemed to be beneficially owned by
each  of the  selling  securityholders  has  been  calculated  pursuant  to Rule
13d-3(d)(1)  of the  Exchange  Act.  This Rule  provides  that  unissued  shares
underlying options, warrants, rights, or other conversion privileges that may be
exercisable  within 60 days will be deemed issued to the selling  securityholder
and outstanding  for the purpose of calculating the number and percentage  owned
by that person, but will not be deemed issued and outstanding for the purpose of
calculating the percentage owned by each other person listed. The calculation of
the percentage of our common stock owned by the selling securityholders is based
on 4,259,944  shares of common stock  outstanding on our transfer  records as of
February 28, 2001. We believe that each individual named has sole investment and
voting power with respect to shares  indicated  as  beneficially  owned by them,
subject to community property laws, where applicable, except as otherwise noted.

     Selling  securityholders are under no obligation to sell all or any portion
of  their  shares.  Particular  selling  shareholders  may  not  have a  present
intention  of selling  their  shares and may sell less than the number of shares
indicated.  The following table assumes that the selling  shareholders will sell
all of their shares.

<TABLE>
<CAPTION>
                                                   Common Stock                                       Percentage
                           -------------------------------------------------------------     -----------------------------
                            Shares Offered         Shares Owned          Shares Owned
                            For Sale Under      Beneficially Before   Beneficially After      Before
Selling Securityholder     This Prospectus          Offering(4)          Offering(4)         Offering       After Offering
----------------------     ----------------         -----------          -----------         --------       --------------
<S>                           <C>                     <C>                 <C>                <C>                <C>
Bernard M. Ciongoli,          437,000(1)              907,000             520,000(5)         19.51%(5)          12.20%(5)
President, CEO,
Director, and 5%
Stockholder

Earl Bjorndal, Vice            75,000(2)              248,444             198,444(5)          5.76%              4.65%
President, Director,
and 5% Stockholder

Carmine O. Pellosie, Jr.       20,000                  80,000              60,000             1.86%              1.40%
Director

Barry Bendett, not an          65,000(4)               65,000               -0-               1.52%               0.0%
affiliate of the
Company
</TABLE>

(1)  Includes (i) a grant of options  dated March 1, 2001 under the 1996 Plan to
     purchase up to 100,000 shares,  of which 50,000 options have vested and the
     remaining  50,000  shall  vest next  year,  (ii) a grant of  options  dated
     October  1,  1998  pursuant  to  the  terms  of Mr.  Ciongoli's  employment
     agreement to purchase up to 300,000 shares,  all of which have vested,  and
     (iii) a grant of stock options  dated January 2, 2001,  under the 1996 Plan
     to  purchase  up to 111,000  shares,  of which  37,000  have vested and the
     remaining 74,000 shares vest over the next two (2) years.

(2)  Includes (i) a grant of options  dated March 1, 2001 under the 1996 Plan to
     purchase up to 50,000  shares,  of which 25,000 options have vested and the
     remaining  25,000 shall vest next year,  and (ii) a grant of options  dated
     January 2, 2001,  under the 1996 Plan to purchase up to 25,000 shares,  all
     of which have vested.

(3)  These shares have been issued to Mr.  Bendett  pursuant to the terms of the
     Consulting   Agreement  and  are,   accordingly,   considered   "restricted
     securities."  We  are  also  registering   pursuant  to  this  registration
     statement  205,000  shares  that  are  issuable  under  the  terms  of  the
     Consulting Agreement,  but which are not deemed "restricted securities" and
     have not been included in this table.

(4)  Includes  a grant of  options  dated  March 1, 2001  under the 1996 Plan to
     purchase up to 20,000 shares, all of which have vested.

(5)  Does not include options which are convertible  into shares of common stock
     which are not yet deemed to be  beneficially  owned  because the options do
     not vest within 60 days of the date of this Registration  Statement.  These
     options are being registered  pursuant to this registration  statement,  of
     which this prospectus is a part.


                                       -7-

<PAGE>


                              PLAN OF DISTRIBUTION

     The offer and sale of our common stock under this prospectus by our selling
securityholders may be effected from time to time in one or more transactions on
the OTC Bulletin  Board (or any other public  market upon which our common stock
may be traded at the time of such sales) at prices and at terms then  prevailing
or at  prices  related  to  the  then  current  market  price  or in  negotiated
transactions.

     These shares may be sold by one or more of the following:

     o    A block  trade in which  the  broker or dealer  will  attempt  to sell
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction.

     o    Purchases by a broker or dealer as principal and resale by a broker or
          dealer for its account using this prospectus.

     o    Ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers.

     o    In  privately  negotiated  transactions  not  involving  a broker or a
          dealer.

     In effecting the sales,  brokers or dealers  engaged to sell the shares may
arrange for other brokers or dealers to participate.  Brokers or dealers engaged
to sell the shares  will  receive  compensation  in the form of  commissions  or
discounts  in amounts to be  negotiated  immediately  prior to each sale.  These
brokers or dealers and any other participating  brokers or dealers may be deemed
to be  underwriters  within the meaning of the Securities Act in connection with
these sales.  Our Company will receive no proceeds from any resale of the shares
offered by this  prospectus,  and we anticipate that the brokers or dealers,  if
any,  participating  in the  sales of the  shares  will  receive  the  usual and
customary selling commissions.

     The Executive officers are restricted,  pursuant to Instruction  C(2)(b) of
Form S-8,  from selling a number of common shares under this  prospectus  within
any three-month period which exceeds that amount specified by Rule 144(e) of the
Exchange Act. This Rule stipulates  that the maximum number of securities  which
an affiliate may sell within any three-month period under Rule 144 cannot exceed
the greater of the following:

     o    1% of the then outstanding shares of our common stock, and

     o    the average weekly reported  trading volume of our common stock on the
          public market during the four calendar weeks immediately preceding the
          date on which  notice  of the sale  under  Rule 144 is filed  with the
          Securities and Exchange Commission.


                                       -8-

<PAGE>

     To  comply  with the  securities  laws of some  states  and  provinces,  if
applicable,  the shares  will be sold in these  states only  through  brokers or
dealers. In addition, the shares may not be sold in certain states and provinces
unless they have been registered or qualified for sale in these jurisdictions or
an exemption from  registration  or  qualification  is available and is complied
with.

                           DESCRIPTION OF COMMON STOCK

     Our authorized  capital stock consists of 10,000,000 shares of common stock
having a par  value  of $.01  each,  of which  4,259,944  shares  are  currently
outstanding  and  11,316  shares  are  held in  treasury.  There  are  currently
approximately 250 holders of common stock.

     Each share of common stock is entitled to one vote on all matters submitted
to a vote of  shareholders.  The common  stock does not have  cumulative  voting
rights, which means that the holders of a majority of the outstanding shares may
elect all of the  directors  of Tech Labs.  The  common  stock does not have any
preemptive  rights.  Stockholders  holding a majority of the voting power of the
capital stock issued and outstanding and entitled to vote, represented in person
or by  proxy,  are  necessary  to  constitute  a quorum  at any  meeting  of our
stockholders,  and the vote by the  holders  of a majority  of such  outstanding
shares is required  to effect  certain  fundamental  corporate  changes  such as
liquidation, merger or amendment of our certificate of incorporation.

     Holders of common stock are entitled to receive dividends pro rata based on
the number of shares held,  when,  as and if declared by the board of directors,
from  funds  legally  available  therefor.  In the  event  of  the  liquidation,
dissolution or winding up of the affairs of our company, all assets and funds of
our company remaining after the payment of all debts and other liabilities shall
be  distributed,  pro rata,  among the holders of the common  stock.  Holders of
common stock are not entitled to preemptive, subscription, or conversion rights,
and there are no redemption or sinking fund provisions  applicable to the common
stock.  All  outstanding  shares of common  stock are,  and the shares of common
stock offered hereby will be when issued, fully paid and non-assessable.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

     The  validity  of the  securities  offered  hereby  will be passed  upon by
Stursberg & Veith. As of March 9, 2001, the date of this registration statement,
Stursberg & Veith  holds an  immediately  exercisable  warrant to purchase up to
75,000  shares of the  Company's  common stock  pursuant to a warrant  agreement
dated March 30, 1999.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly, and special reports, proxy statements, and other
information  with the Securities and Exchange  Commission  (the "SEC").  You may
read and copy any document we file at the SEC's public reference room located at
Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You may obtain
further information on the operation of the public reference room by calling the
SEC at  800-SEC-0330.  Our SEC filings are also available to the public over the
Internet at the SEC's website at http://www.sec.gov. You may also request copies
of such documents,  upon payment of a duplicating  fee, by writing to the SEC at
450 Fifth Street,  N.W.,  Washington,  D.C. 20549. Our common stock is listed on
the NASDAQ SmallCap Market,  and such reports and other  information may also be
inspected at the offices of NASDAQ at 1735 "K" Street,  N.W.,  Washington,  D.C.
20006-1500.


                                       -9-

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan  Information;  Registration  Information;  and Employee Plan
Annual Information

     Pursuant to Rule 428(b)(1)  under the Securities Act, we will distribute an
information statement containing the information specified in Part I of Form S-8
(an  "Information  Statement")  to the  holders of  options  we have  previously
granted under the Plans,  as well as to  prospective  recipients of awards under
the 1996 Plan.  This  Information  Statement and the documents we incorporate by
reference into this registration statement pursuant to Item 3 of Part II, below,
constitute  a  prospectus  meeting  the  requirements  of  Section  10(a) of the
Securities Act pursuant to Rule 428(a)(1) under the Securities Act.  Although we
have  omitted  this  Information  Statement  as an exhibit to this  registration
statement  pursuant to the  instructions  to Part I of Form S-8, we nevertheless
incorporate it into this registration statement by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     We incorporate the following  documents by reference into this registration
statement:

     (1)  Our  Annual  Report  on Form  10-K  filed for our  fiscal  year  ended
          December  31,  1999,  as  filed  with  the   Securities  and  Exchange
          Commission  on  March  30,  2000,  pursuant  to  Section  13(a) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act");

     (2)  Our  amendment to our Annual  Report on Form 10-K filed for our fiscal
          year  ended  December  31,  1999,  as filed  with the  Securities  and
          Exchange  Commission on May 1, 2000,  pursuant to Section 13(a) of the
          Exchange Act.

     (3)  Our Quarterly  Report on Form 10-Q filed for our  three-month  interim
          period ended March 31, 2000,  filed with the  Securities  and Exchange
          Commission on May 15, 2000.

     (4)  Our  Quarterly  Report on Form 10-Q  filed for our  six-month  interim
          period ended June 30,  2000,  filed with the  Securities  and Exchange
          Commission on August 14, 2000.

     (5)  Our  Quarterly  Report on Form 10-Q filed for our  nine-month  interim
          period  ended  September  30,  2000,  filed  with the  Securities  and
          Exchange Commission on November 14, 2000; and

     (6)  Our proxy  statement on Form 14 for our annual meeting of stockholders
          held on August 10,  2000,  as filed with the  Securities  and Exchange
          Commission on July 5, 2000.

     (7)  Our  prospectus  filed on Form  424B2 on  February  7,  2001  with the
          Securities and Exchange Commission.

     (8)  Our  Current  Report on Form 8-K dated May 8, 2000,  as filed with the
          Securities and Exchange Commission.

     (9)  Our Current  Report on Form 8-K dated  October 18, 2000, as filed with
          the Securities and Exchange Commission.

     All  documents  we may file with the  Securities  and  Exchange  Commission
pursuant to Sections 13(a),  13(c),  14, and 15(d) of the Exchange Act after the
date of this registration  statement and prior to the filing of a post-effective
amendment to this  registration  statement  which  indicates  that all shares of
common stock offered under this registration  statement have been sold, or which
deregisters all shares of common stock offered under this registration statement
then remaining  unsold,  shall be deemed to be  incorporated by reference in the
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

     Not Applicable.


                                      -10-

<PAGE>

Item 5. Interests of Named Experts and Counsel

     The  validity  of the  securities  offered  hereby  will be passed  upon by
Stursberg & Veith. As of March 9, 2001, the date of this registration statement,
Stursberg & Veith  holds an  immediately  exercisable  warrant to purchase up to
75,000  shares of the  Company's  common stock  pursuant to a warrant  agreement
dated March 30, 1999.

Item 6. Indemnification of Directors and Officers

     Section 14A:3-5 of the New Jersey  Business  Corporation Act ("NJBC") gives
the Company  power to  indemnify  each of its  directors  and  officers  against
expenses and liabilities in connection with any proceeding involving such person
by reason of such person being or having been a director or officer if (a) he or
she acted in good faith and in a manner he or she reasonably  believed to be in,
or not opposed to, the best interests of the Company and (b) with respect to any
criminal  proceeding,  such person had no reasonable cause to believe his or her
conduct  was  unlawful.  However,  in a  proceeding  by or in the  right  of the
Company,  there shall be no  indemnification  in respect of any  liabilities  or
expenses  if the  officer or  director  shall have been  adjudged  liable to the
Company unless the court in such  proceeding  determines such person is entitled
to  indemnification  for  such  liabilities  and/or  expenses.  Furthermore,  no
indemnification  shall be made to or on behalf of a  director  or  officer  if a
judgment  or other  final  adjudication  adverse  to such  director  or  officer
establishes  that his or her acts or  omissions  (a) were in breach of a duty of
loyalty  to the  Company  and its  shareholders,  (b) were not in good  faith or
involved a knowing  violation  of law or (c) resulted in receipt by the director
or officer of an improper personal benefit.  The NJBC defines an act or omission
in breach of a person's duty of loyalty as an act or omission  which that person
knows or believes to be  contrary  to the best  interests  of the Company or its
shareholders  in  connection  with a matter  in  which he or she has a  material
conflict of interest.  If a director or officer is  successful  in a proceeding,
the statute mandates that the Company indemnify such person against expenses.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

      Exhibit
        No.        Description
      -------      -----------

        4.1        Form of Stock Option  Agreement  for grants of stock  options
                   under the 1996 Plan to Bernard Ciongoli, Earl Bjorndal and
                   Carmine Pellosie, Jr.

        4.2        1996 Incentive Stock Option Plan. (1)

        4.3        Non-qualified Stock Option  Agreement dated October  1,  1998
                   entered into by and between the Company and Bernard  Ciongoli
                   pursuant to the terms of the Employment Agreement entered
                   into by and between Mr. Ciongoli and the Company.

        4.4        Consultant's  Agreement  entered  into  by  and  between  the
                   Company and Barry Bendett dated as of November 13, 2000(2)

        5.1        Opinion of Stursberg & Veith

        23.1       Consent of Charles J. Birnberg

        23.2       Consent of  Stursberg & Veith  (included in the opinion filed
                   as Exhibit 5.1 of this Registration Statement.)

     (1)  Incorporated by reference to the Registrant's  registration  statement
          filed on Form SB-2 (File No. 333-82595) filed on November 17, 2000.

     (2)  Incorporated by reference to the Registrant's  registration  statement
          filed on Form SB-2 (file No. 333-82595) filed on November 17, 2000.

                                      -11-

<PAGE>

Item 9. Required 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, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to  the  obligations  being
     registered therein, and the offering of such obligations at that time shall
     be deemed to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  obligations  being  registered  which  remain  unsold  at the
     termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability under the Securities Act of 1933, each such filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the obligations offered therein, an the offering of such obligations
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities 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 obligations 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


                                      -12-

<PAGE>

caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of North Haledon, State of
New Jersey, on March 9, 2001.

                                      TECH LABORATORIES, INC.


                                      By:    /s/ Bernard M. Ciongoli
                                         ---------------------------------------
                                             Bernard M. Ciongoli
                                             Chief Executive Officer, Treasurer,
                                             President, and Director


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  on Form  S-8 has  been  signed  by the  persons  in the
capacities and on the dates indicated.

     Know all men by these presents,  that each of the  undersigned  constitutes
and appoints  Bernard M.  Ciongoli as his true and lawful  attorney-in-fact  and
agent,  with full power of  substitution,  for him, and in his name,  place, and
stead,  in any and all  capacities,  to sign any and all  amendments,  including
post-   effective   amendments,   to  this   registration   statement   and  any
post-effective  amendments  thereto,  and to file the  same,  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  granting unto said  attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his  substitute,  may lawfully do or
cause to be done by virtue hereof.

<TABLE>
<CAPTION>
Signature                                         Title                             Date
---------                                         -----                             ----
<S>                               <C>                                          <C>
/s/ Bernard M. Ciongoli           President, Treasurer, CEO, and Director      March 9, 2001
-------------------------------
Bernard M. Ciongoli


/s/ Earl M. Bjorndal              Vice President and Director                  March 9, 2001
-------------------------------
Earl M. Bjorndal


/s/ Carmine O. Pellosie, Jr.      Director                                     March 9, 2001
-------------------------------
Carmine O. Pellosie, Jr.


/s/ Salvatore Grisafi             Director                                     March 9, 2001
-------------------------------
Salvatore Grisafi
</TABLE>


                                      -13-
[{"type": "S-8", "sequence": "1", "filename": "d24992_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 54809}]
{"company-data": {"conformed-name": "TECH LABORATORIES INC", "cik": "0000096664", "assigned-sic": "3679", "irs-number": "221436279", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56838", "film-number": "1565605"}, "business-address": {"street1": "955 BELMONT AVE", "city": "NORTH HALEDON", "state": "NJ", "zip": "07508", "phone": "9734275333"}, "mail-address": {"street1": "TECH LABORATORIES INC", "street2": "955 BELMONT AVE", "city": "NORTH HALEDON", "state": "NJ", "zip": "07508"}}
As filed with the Securities and Exchange Commission on March 9, 2001

                                                      Registration No.: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                             TECH LABORATORIES, INC.
                 (Name of small business issuer in its charter)

         New Jersey             3679, 3573, 3629, and 3613        22-1436279
 (State or other jurisdiction  (Primary Standard Industrial   (I.R.S. Employer
      of incorporation or      Classification Code Number)   Identification No.)
        organization)

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

              955 Belmont Avenue, North Haledon, New Jersey 07508,
                 (973) 427-5333 (Address and telephone number of
                          principal executive offices)

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

                        Employee's Stock Option Agreement
                       Consultant's Stock Option Agreement
                        1996 Incentive Stock Option Plan
                              (Full title of plan)

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

           Bernard M. Ciongoli, President and Chief Executive Officer
                             Tech Laboratories, Inc.
       955 Belmont Avenue, North Haledon, New Jersey 07508, (973) 427-5333
           (Name, address, and telephone number of agent for service)

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

                                   Copies to:

                         C. Walter Stursberg, Jr., Esq.
                                Stursberg & Veith
                              405 Lexington Avenue
                            New York, New York 10174

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

     Approximate  date of proposed sales pursuant to the plan: From time to time
after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                          Amount        Proposed Maximum    Proposed Maximum
Title of Securities        to be         Offering Price    Aggregate Offering       Amount of
to be Registered        Registered         Per Share            Price           Registration Fee
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     100,000(1)          $4.00         $400,000(5)          $111.16
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     170,000(2)          $0.875        $148,750(6)          $ 41.33
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     170,000(3)          $0.50         $ 85,000(5)          $ 23.62
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     111,000(3)          $2.68125      $297,618.75(5)       $ 82.70
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share      25,000(3)          $2.4375       $ 60,937.50(5)       $ 16.93
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share     300,000(4)          $0.50         $150,000(5)          $ 41.68
-------------------------------------------------------------------------------------------------
Total Registration                                                              $317.42
(1)  Represents shares issuable upon the exercise of options granted pursuant to
     a  consultant's  agreement (the "Consulting  Agreement").  Pursuant to Rule
     416(a),  also covers additional  securities that may be offered as a result
     of stock splits, stock dividends, or similar transactions relating to these
     shares.

(2)  Represents  shares that have been issued or will be issued  pursuant to the
     terms of  the Consulting  Agreement.  Pursuant  to Rule 416(a), also covers
     additional  securities  that may be  offered  as a result of stock  splits,
     stock dividends, or similar transactions relating to these shares.

(3)  Represents  shares issuable upon exercise of options granted under our 1996
     Incentive  Stock  Option  Plan.   Pursuant  to  Rule  416(a),  also  covers
     additional  securities  that may be  offered  as a result of stock  splits,
     stock dividends, or similar transactions relating to these shares.

(4)  Represents  shares  issuable  upon  exercise of a stock  option  agreement.
     Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,  stock  dividends,   or  similar
     transactions relating to these shares.

(5)  Estimated  pursuant to Rule  457(h)(i)  solely for the purpose of computing
     the  registration fee on the basis of the price at which the options may be
     exercised.

(6)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(c), based on the average of the high and low prices of
     the  Registrant's  common  stock for March 8, 2001,  which date is within 5
     business days of the initial filing date of this registration statement.

                                EXPLANATORY NOTE

     We have  prepared  this  Registration  Statement  in  accordance  with  the
requirements  of Form S-8 under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  to register  876,000 shares of our common stock,  par value
$.01 per share,  issuable to certain employees and a consultant under certain of
our employee benefit plans (collectively, the "Plans"), as follows:

                                      -ii-
1.   306,000 shares of our common stock (including  additional stock shares that
     may be reissued or offered as a result of stock splits, stock dividends, or
     similar  transactions  relating to these shares) which we have reserved for
     issuance upon exercise of stock options granted to certain  employees under
     our 1996  Incentive  Stock  Option Plan (the "1996  Incentive  Stock Option
     Plan");

2.   200,000 shares of our common stock (including additional shares that may be
     reissued  or  offered  as a result of stock  splits,  stock  dividends,  or
     similar  transactions  relating to these shares) which we have reserved for
     issuance upon exercise of stock options granted to a consultant pursuant to
     the terms of the Consulting Agreement.

3.   170,000 shares of our common stock (including additional shares that may be
     reissued  or  offered  as a result of stock  splits,  stock  dividends,  or
     similar transactions relating to these shares), of which 65,000 shares have
     been issued to a consultant  and the  remainder are subject to be issued to
     the consultant pursuant to the terms of the Consulting Agreement, and

4.   300,000 shares of our common stock (including additional shares that may be
     reissued  or  offered  as a result of stock  splits,  stock  dividends,  or
     similar  transactions  relating to these shares) which we have reserved for
     issuance  upon  exercise  of  a  stock  option  granted  to  the  Company's
     president,  Bernard  Ciongoli,  pursuant to a  free-standing  stock  option
     agreement (the "Stock Option Agreement").

                               REOFFER PROSPECTUS

     Certain of the options  described  in  paragraphs  1 and 4 of the  previous
section of this registration  statement  captioned  "Explanatory Note" have been
granted to certain of our executive  officers,  directors,  and stockholders who
are deemed to be our "affiliates" (as such term is defined in Section 405 of the
Securities  Act).  The 606,000 shares of our common stock which we have reserved
for issuance to these  affiliates upon their exercise of the noted options will,
therefore,  when issued constitute "control  securities"  (defined as securities
acquired under a Securities Act registration statement held by affiliates of the
registrant).  In  addition,  65,000  of the  shares  described  in Note 3 of the
previous  section have been issued to a consultant  pursuant to the terms of the
Consulting  Agreement.  Since  these  shares have been  issued,  they are deemed
"Restricted Securities."

     This Reoffer Prospectus has been prepared in accordance with Part I of Form
S-3 under the  Securities  Act. This Reoffer  Prospectus  may be utilized by the
noted  affiliates  and by the  Consultant  as to the  Restricted  Shares for the
reoffer and resale of up to 671,000 shares of our common stock.

                                      -iii-
PROSPECTUS

                                 876,000 SHARES

                             TECH LABORATORIES, INC.

                          Common Stock ($.01 par value)

     This  prospectus  relates  to the  public  offer and sale by certain of our
executive  officers,  directors,  stockholders,  and a consultant  (our "Selling
Stockholders")  of up to 876,000 shares of our common stock,  par value $.01 per
share,  that  (i) may be  issued  by us to the  Selling  Stockholders  upon  the
exercise of stock options  granted under our 1996  Incentive  Stock Option Plan,
upon the exercise of stock options granted  pursuant to a stock option agreement
entered into with an executive officer, director and stockholder of our Company,
and upon the issuance of shares and exercise of stock options by a consultant to
the Company  pursuant to the terms of a consulting  agreement  (the  "Consulting
Agreement");  and (ii)  shares of our common  stock  that have been  issued to a
consultant  pursuant to the terms of the Consulting  Agreement for resale by the
consultant.

     The Selling Stockholders may offer to sell the common stock covered by this
prospectus  from time to time, in one or more  transactions,  at prices and upon
terms then  obtainable on the NASD OTC Bulletin Board or any other public market
upon  which  the  common  stock  may be  traded  at the time of such  sales,  in
negotiated transactions,  in a combination of such methods of sale or otherwise.
Our  Company  will not  receive  the  proceeds  from  the sale of these  shares,
although we will  receive  approximately  $557,621.18  if all the options  being
registered are exercised.  All expenses of  registration  incurred in connection
with  this  offering  are  being  borne  by  our  Company,   while  our  Selling
Stockholders will bear all brokerage  commissions and other expenses incurred in
connection with their sale of the common stock covered by this prospectus.

     Our common stock is traded on the NASDAQ  SmallCap  Market under the symbol
"TCHL.OB." On March 8, 2001, the closing price for the Common Stock, as reported
by the NASDAQ SmallCap Market was $0.875.

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

     This investment involves risk. See "Risk Factors" beginning at page 5.

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

     Neither the SEC nor any state securities  commission has determined whether
this prospectus is truthful or complete. They have not made, nor will they make,
any  determination  as to  whether  anyone  should  buy  these  securities.  Any
representation to the contrary is a criminal offense.

     The Selling  Stockholders  are not allowed to sell the common stock offered
by this prospectus until the registration  statement  containing this prospectus
that we have filed with the  Securities  and  Exchange  Commission  is  declared
effective by the Securities and Exchange  Commission.  This prospectus is not an
offer to sell our common  stock -- and doesn't  solicit  offers to buy -- in any
state or province where this offer or sale is not otherwise permitted.

                  The date of this prospectus is March 9, 2001

                                      -iv-
TABLE OF CONTENTS

                                                                         Page
                                                                         ----

PROSPECTUS SUMMARY........................................................  1

OUR BUSINESS..............................................................  1

RISK FACTORS..............................................................  3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.........................  5

USE OF PROCEEDS...........................................................  5

DETERMINATION OF OFFERING PRICE...........................................  5

DILUTION .................................................................  6

SELLING SECURITYHOLDERS...................................................  6

PLAN OF DISTRIBUTION......................................................  8

DESCRIPTION OF COMMON STOCK...............................................  9

INTEREST OF NAMED EXPERTS AND COUNSEL.....................................  9

                               PROSPECTUS SUMMARY

     Unless the  context  indicates  otherwise,  all  references  herein to "we"
include Tech Labs and its wholly-owned  subsidiaries,  Tech Logistics,  Inc. and
Tech Labs Community Networks, Inc., collectively, and references to "Tech Labs",
"Tech Logistics" and/or  "Community  Networks" shall mean each of such companies
alone. You should read the entire prospectus carefully,  especially the risks of
investing in the common stock discussed under "Risk Factors."

                                  OUR BUSINESS

     Tech Labs  manufactures  and markets  various  electrical,  electronic  and
telecommunications switching and distribution equipment and associated software.
We also  market  and  manufacture,  under our  exclusive  license,  an  infrared
perimeter intrusion and anti-terrorist detection system or "IDS".

     We  also  acquired  a  high-speed,  telecommunications  management  network
switching system.  This switching system, the DynaTraX(TM)  technology,  permits
users to bypass current  telephone and CATV companies' "Last Mile"  connections,
allowing them to realize  recurring  revenues and to make their  properties more
attractive  to computer  users,  while  providing  bundled  digital  multi-media
services.
We have been in business since the 1930s, and in 1947 we were  incorporated
in New Jersey.  Our principal  offices are located at 955 Belmont Avenue,  North
Haledon, New Jersey 07508, and our telephone number is (973) 427-5333.

                                       -2-
RISK FACTORS

     In addition to other matters  described in this document,  investors should
carefully consider the following factors:

Our inability to protect certain intellectual property from being copied by our
competition could impair our business.

     We have no patent or copyright  protection on our current  products,  other
than aspects of the DynaTraX(TM) product and technology.  Our ability to compete
effectively  with  other  companies  will  depend,  in part,  on our  ability to
maintain the proprietary  nature of our technologies.  Other than with regard to
the  DynaTraX(TM)  patents,  which have been issued to date only in England,  we
intend  to  rely  substantially  on  unpatented,   proprietary  information  and
know-how. We are also presently prosecuting the patent applications filed in the
United States and Europe.  Since we have no product liability insurance we could
incur substantial expenses if product liability claims are filed against us.

     There is a risk that our current  products may  malfunction  and cause loss
of, or error  in,  data,  loss of man  hours,  damage  to,  or  destruction  of,
equipment  or  delays.  Consequently,  we, as the  manufacturer  of  components,
assemblies  and  devices  may be  subject  to  claims  if such  malfunctions  or
breakdowns  occur.  We are not aware of any past or present  claims  against us.
While we presently do not maintain  product  liability  insurance,  we intend to
obtain such coverage at the  completion of this offering if such coverage can be
obtained  on  affordable  terms.  We cannot  predict at this time our  potential
liability if customers make claims against us asserting that DynaTraX(TM) IDS or
other new products  fail to function.  Since we have no insurance we could incur
substantial  expenses defending  ourselves against a product liability claim. If
we are found to be liable for any  product  liability  claim it could  result in
substantial losses to our business.

We  manufacture  and sell the IDS system  under a license  agreement  which,  if
terminated, would prevent us from using technology owned by EAG in our perimeter
detection system products, and would harm our business.

     We entered into an Amended Joint Marketing  Agreement as of October 1, 1997
with  Elektronik  Apparatebau  GmbH  (EAG),  W.T.  Sports,  Ltd.  and FUA Safety
Equipment,  AG and a Confidentiality  and Manufacturing  Agreement with the same
parties  and dated the same date,  pursuant  to which Tech Labs was  granted the
exclusive  right to  manufacture  in the U.S.  and  market and sell in the U.S.,
Canada and South America the IDS products. The agreements terminate on September
30, 2007 subject to automatic  renewals for successive  one-year  periods unless
either party gives  notice of  non-renewal.  The  agreements  can be  terminated
earlier upon a default of any material obligation. If the license is terminated,
we would be unable to use EAG's  technology  in our perimeter  detection  system
products.  Even if the agreements  remain in effect until September 30, 2007, it
will be  necessary  at that time to  negotiate  a new  agreement  or  license or
acquire a suitable replacement technology.

     Our  marketing  plan  to  sell  the  DynaTraX(TM)   switch   technology  in
hospitality  environments is reliant upon a joint marketing  agreement which, if
terminated, would hamper our growth and curtail our sales.

     Our hospitality software sales are greatly dependent upon a Joint Marketing
Agreement we entered into on October 15, 1999 with TravelNet Technologies, Inc.,
pursuant to which we were granted the right

                                       -3-
to sell the "Data Valet" software  system,  which operates with the DynaTraX(TM)
switch  technology.  This  integrated  system provides  high-speed  Internet and
bundled digital services to business travelers and hotel guests. This agreement,
which  terminates on September 10, 2002,  can be renewed with the mutual consent
of both parties.  It will be necessary at that time to negotiate a new agreement
or license or acquire a suitable replacement technology. If replacement software
is not  available  it could  greatly  harm our ability to sell the  DynaTraX(TM)
switch technology in hospitality environments.

     Our lack of insurance on the DynaTraX(TM) product inventory could result in
substantial expenses and losses if the product inventory were damaged or lost.

     In connection  with the  acquisition  of the  DynaTraX(TM)  technology,  we
acquired digital switches, finished products and parts from NORDX/CDT. We do not
have  insurance on that  inventory.  Damage or destruction of some or all of the
inventory by fire, theft or by acts of nature would result in substantial losses
and would harm our business.

     Volatility of stock prices may increase the number of shares  issuable upon
conversion of Notes Tech Labs currently has outstanding.

     In October 2000, Tech Labs issued  Promissory Notes convertible into shares
of the Company's  common stock.  The conversion price of the Notes is based upon
the  current  stock  price of Tech  Labs,  which is  subject to price and volume
fluctuations which may or may not be related to the operating performance of the
Company.  We believe  that a number of factors can cause the price of our common
stock to fluctuate, perhaps substantially. These factors include, among others:

o    Announcements of financial results and other  developments  relating to our
     business;

o    Changes in the general state of the economy; and

o    Changes in market  analyst  estimates  and  recommendations  for our common
     stock.

     Significant   downward   fluctuations   of  the  price  of  our  stock  may
substantially  increase  the  number of shares of  common  stock  issuable  upon
conversion of outstanding Notes as a result of the conversion formula,  which is
tied to the market price of the common stock.

     The  issuance of shares of common  stock upon  conversion  of the Notes may
cause  significant  dilution  of  existing  shareholders'  interests  and  exert
downward pressure on the price of our common stock.

     Significant dilution of existing  shareholders' interest may occur based on
the  trading  price of our stock and  conversions  of the  Notes.  The Notes are
convertible  at a price equal to 85% of the  average of the five lowest  closing
bid  prices of the  common  stock  during  the  twenty-two  (22)  business  days
immediately  preceding  the  issuance of the Notes or 85% of the five lowest bid
prices during the twenty-two business days through the date of conversion of the
Notes, whichever is lower. Therefore,  there is a possibility that the Notes may
convert to common stock at a rate which may be below the prevailing market price
of the common stock at the time of conversion.

                                       -4-
The  exact  number  of shares  of  common  stock  into  which the Notes may
ultimately be convertible  will vary over time as the result of ongoing  changes
in the trading price of our common stock.  Decreases in the trading price of our
common  stock would  result in increases in the number of shares of common stock
issuable upon conversion of the Notes. The following consequences could result:

     o    If  the  market   price  of  our  common   stock   declines,   thereby
          proportionately  increasing  the  number of  shares  of  common  stock
          issuable upon conversion of the Notes, an increasing downward pressure
          on the  market  price  of the  common  stock  might  result,  which is
          sometimes referred to as a downward "spiral" effect.

     o    The  dilution  caused  by  conversion  of the  Notes  and  sale of the
          underlying  shares  could also cause  downward  pressure on the market
          price of the common stock.

     o    The  conversion  of the Notes would dilute the book value and earnings
          per share of common stock held by our existing shareholders.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements.  These forward-looking
statements   are  not   historical   facts  but  rather  are  based  on  current
expectations,  estimates and projections  about our industry,  our beliefs,  and
assumptions.  Words  such  as "  anticipates,"  "expects,"  "intends",  "plans,"
"believes,"  "seeks,"  "estimates"  and  variations  of these  words and similar
expressions  are  intended  to  identify  forward-  looking  statements.   These
statements are not guarantees of future  performance  and are subject to certain
risks,  uncertainties  and other factors,  some of which are beyond our control,
are  difficult  to predict and could cause actual  results to differ  materially
from those expressed or forecasted in the forward-looking statements.

     Readers are cautioned not to place undue reliance on these  forward-looking
statements,  which  reflect  our  management's  view only as of the date of this
prospectus.  We undertake no obligation  to update these  statements or publicly
release the result of any revisions to the  forward-looking  statements  that we
may make to reflect events or circumstances after the date of this prospectus or
to reflect the occurrence of unanticipated events.

                                 USE OF PROCEEDS

     We will not  receive  any of the  proceeds  from the sale of the  shares of
common  stock owned by the selling  security  holders,  although we will receive
approximately  $557,621.18 if all of the options being registered are exercised.
All  proceeds  from the sale of  shares  of common  stock  owned by the  selling
security  holders  will  be  for  the  account  of the  selling  securityholders
described below. See "Selling Securityholders."

                         DETERMINATION OF OFFERING PRICE

     Because our selling  securityholders  will offer and sell the common  stock
covered  by this  prospectus  at  various  times at  prices  and at  terms  then
prevailing  or at  prices  related  to the  then  current  market  prices  or in
negotiated  transactions,  we have not included in this  prospectus  information
about the price to the public for those shares.

                                       -5-
DILUTION

Because our selling securityholders will offer and sell the common stock covered
by this prospectus at various times at prices and at terms then prevailing or at
prices related to the then current market prices or in negotiated  transactions,
we have not  included  in this  prospectus  information  about  the price to the
public for those shares.

                             SELLING SECURITYHOLDERS

     The shares are being registered to permit the selling  securityholders  and
their  transferees or other successors in interest to offer the shares from time
to time. The common stock which our selling  securityholders  may offer and sell
under this  prospectus,  which  consist  in the  aggregate  of  876,000  shares,
represent shares which (i) the selling  securityholders  may acquire through the
exercise of stock options granted to them under various  employee  benefit plans
and  (ii)  which a  consultant  to the  Company  has  acquired  pursuant  to the
Consulting  Agreement.  In addition,  under the registration  statement of which
this prospectus is a part, we have registered an additional  number of shares of
our common stock that we may be required to issue to the selling securityholders
as a result of any stock split, stock dividend, or similar transaction involving
our common stock. Except for the shares issued to the consultant,  the foregoing
shares,  once  acquired  by the  selling  securityholders,  will  be  considered
"control  securities"  (defined as securities  acquired  under a Securities  Act
registration  statement  held by affiliates  of our Company).  The 65,000 shares
which  have been  issued  to the  consultant  under the terms of the  Consulting
Agreement are being registered  pursuant to the registration  statement of which
this prospectus is a part, are considered "Restricted Shares."

     The selling  securityholders have indicated that the shares offered by this
prospectus may be sold from time to time by them or by their  pledgees,  donees,
transferees,  or other successors in interest,  although it should be noted that
none of the selling securityholders have any present intent or specific plans to
sell these shares or offer them for sale,  and we cannot give you any  assurance
that any or all of these shares will be sold by the selling securityholders. You
should also note that a significant portion of the options underlying the common
stock covered by this  prospectus are held by our executive  officers and remain
subject  to  vesting  conditions  contingent  upon the  continued  provision  of
services as an  employee  of our  Company  over the next two to three years and,
therefore,  may not be acquired by these  executive  officers until such time as
these vesting conditions are satisfied.

     The table below shows, as of March 8, 2001:

     o    The name of each of the selling securityholders;

     o    The  maximum  number of shares of our common  stock  which each of the
          selling  securityholders  may  sell  from  time  to  time  under  this
          prospectus  (assuming  the  selling  securityholders  each  earn,  and
          acquire  through  exercise,  all  shares  which they are  entitled  to
          acquire pursuant to their underlying options);

     o    The number of shares of our common stock beneficially owned by each of
          the selling securityholders both before and after the offers and sales
          contemplated by this prospectus (assuming the selling  securityholders
          each earn,  acquire through  exercise,  and sell all shares which they
          are entitled to acquire pursuant to their underlying options); and

                                       -6-
o    The  percentage  of  our  common  stock  which  each  of  the  selling
          securityholders  beneficially  holds  before  and after the offers and
          sales contemplated by this prospectus.

     The number of shares of our common stock deemed to be beneficially owned by
each  of the  selling  securityholders  has  been  calculated  pursuant  to Rule
13d-3(d)(1)  of the  Exchange  Act.  This Rule  provides  that  unissued  shares
underlying options, warrants, rights, or other conversion privileges that may be
exercisable  within 60 days will be deemed issued to the selling  securityholder
and outstanding  for the purpose of calculating the number and percentage  owned
by that person, but will not be deemed issued and outstanding for the purpose of
calculating the percentage owned by each other person listed. The calculation of
the percentage of our common stock owned by the selling securityholders is based
on 4,259,944  shares of common stock  outstanding on our transfer  records as of
February 28, 2001. We believe that each individual named has sole investment and
voting power with respect to shares  indicated  as  beneficially  owned by them,
subject to community property laws, where applicable, except as otherwise noted.

     Selling  securityholders are under no obligation to sell all or any portion
of  their  shares.  Particular  selling  shareholders  may  not  have a  present
intention  of selling  their  shares and may sell less than the number of shares
indicated.  The following table assumes that the selling  shareholders will sell
all of their shares.
Common Stock                                       Percentage
                           -------------------------------------------------------------     -----------------------------
                            Shares Offered         Shares Owned          Shares Owned
                            For Sale Under      Beneficially Before   Beneficially After      Before
Selling Securityholder     This Prospectus          Offering(4)          Offering(4)         Offering       After Offering
----------------------     ----------------         -----------          -----------         --------       --------------
Bernard M. Ciongoli,          437,000(1)              907,000             520,000(5)         19.51%(5)          12.20%(5)
President, CEO,
Director, and 5%
Stockholder

Earl Bjorndal, Vice            75,000(2)              248,444             198,444(5)          5.76%              4.65%
President, Director,
and 5% Stockholder

Carmine O. Pellosie, Jr.       20,000                  80,000              60,000             1.86%              1.40%
Director

Barry Bendett, not an          65,000(4)               65,000               -0-               1.52%               0.0%
affiliate of the
Company
(1)  Includes (i) a grant of options  dated March 1, 2001 under the 1996 Plan to
     purchase up to 100,000 shares,  of which 50,000 options have vested and the
     remaining  50,000  shall  vest next  year,  (ii) a grant of  options  dated
     October  1,  1998  pursuant  to  the  terms  of Mr.  Ciongoli's  employment
     agreement to purchase up to 300,000 shares,  all of which have vested,  and
     (iii) a grant of stock options  dated January 2, 2001,  under the 1996 Plan
     to  purchase  up to 111,000  shares,  of which  37,000  have vested and the
     remaining 74,000 shares vest over the next two (2) years.

(2)  Includes (i) a grant of options  dated March 1, 2001 under the 1996 Plan to
     purchase up to 50,000  shares,  of which 25,000 options have vested and the
     remaining  25,000 shall vest next year,  and (ii) a grant of options  dated
     January 2, 2001,  under the 1996 Plan to purchase up to 25,000 shares,  all
     of which have vested.

(3)  These shares have been issued to Mr.  Bendett  pursuant to the terms of the
     Consulting   Agreement  and  are,   accordingly,   considered   "restricted
     securities."  We  are  also  registering   pursuant  to  this  registration
     statement  205,000  shares  that  are  issuable  under  the  terms  of  the
     Consulting Agreement,  but which are not deemed "restricted securities" and
     have not been included in this table.

(4)  Includes  a grant of  options  dated  March 1, 2001  under the 1996 Plan to
     purchase up to 20,000 shares, all of which have vested.

(5)  Does not include options which are convertible  into shares of common stock
     which are not yet deemed to be  beneficially  owned  because the options do
     not vest within 60 days of the date of this Registration  Statement.  These
     options are being registered  pursuant to this registration  statement,  of
     which this prospectus is a part.

                                       -7-
PLAN OF DISTRIBUTION

     The offer and sale of our common stock under this prospectus by our selling
securityholders may be effected from time to time in one or more transactions on
the OTC Bulletin  Board (or any other public  market upon which our common stock
may be traded at the time of such sales) at prices and at terms then  prevailing
or at  prices  related  to  the  then  current  market  price  or in  negotiated
transactions.

     These shares may be sold by one or more of the following:

     o    A block  trade in which  the  broker or dealer  will  attempt  to sell
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction.

     o    Purchases by a broker or dealer as principal and resale by a broker or
          dealer for its account using this prospectus.

     o    Ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers.

     o    In  privately  negotiated  transactions  not  involving  a broker or a
          dealer.

     In effecting the sales,  brokers or dealers  engaged to sell the shares may
arrange for other brokers or dealers to participate.  Brokers or dealers engaged
to sell the shares  will  receive  compensation  in the form of  commissions  or
discounts  in amounts to be  negotiated  immediately  prior to each sale.  These
brokers or dealers and any other participating  brokers or dealers may be deemed
to be  underwriters  within the meaning of the Securities Act in connection with
these sales.  Our Company will receive no proceeds from any resale of the shares
offered by this  prospectus,  and we anticipate that the brokers or dealers,  if
any,  participating  in the  sales of the  shares  will  receive  the  usual and
customary selling commissions.

     The Executive officers are restricted,  pursuant to Instruction  C(2)(b) of
Form S-8,  from selling a number of common shares under this  prospectus  within
any three-month period which exceeds that amount specified by Rule 144(e) of the
Exchange Act. This Rule stipulates  that the maximum number of securities  which
an affiliate may sell within any three-month period under Rule 144 cannot exceed
the greater of the following:

     o    1% of the then outstanding shares of our common stock, and

     o    the average weekly reported  trading volume of our common stock on the
          public market during the four calendar weeks immediately preceding the
          date on which  notice  of the sale  under  Rule 144 is filed  with the
          Securities and Exchange Commission.

                                       -8-
To  comply  with the  securities  laws of some  states  and  provinces,  if
applicable,  the shares  will be sold in these  states only  through  brokers or
dealers. In addition, the shares may not be sold in certain states and provinces
unless they have been registered or qualified for sale in these jurisdictions or
an exemption from  registration  or  qualification  is available and is complied
with.

                           DESCRIPTION OF COMMON STOCK

     Our authorized  capital stock consists of 10,000,000 shares of common stock
having a par  value  of $.01  each,  of which  4,259,944  shares  are  currently
outstanding  and  11,316  shares  are  held in  treasury.  There  are  currently
approximately 250 holders of common stock.

     Each share of common stock is entitled to one vote on all matters submitted
to a vote of  shareholders.  The common  stock does not have  cumulative  voting
rights, which means that the holders of a majority of the outstanding shares may
elect all of the  directors  of Tech Labs.  The  common  stock does not have any
preemptive  rights.  Stockholders  holding a majority of the voting power of the
capital stock issued and outstanding and entitled to vote, represented in person
or by  proxy,  are  necessary  to  constitute  a quorum  at any  meeting  of our
stockholders,  and the vote by the  holders  of a majority  of such  outstanding
shares is required  to effect  certain  fundamental  corporate  changes  such as
liquidation, merger or amendment of our certificate of incorporation.

     Holders of common stock are entitled to receive dividends pro rata based on
the number of shares held,  when,  as and if declared by the board of directors,
from  funds  legally  available  therefor.  In the  event  of  the  liquidation,
dissolution or winding up of the affairs of our company, all assets and funds of
our company remaining after the payment of all debts and other liabilities shall
be  distributed,  pro rata,  among the holders of the common  stock.  Holders of
common stock are not entitled to preemptive, subscription, or conversion rights,
and there are no redemption or sinking fund provisions  applicable to the common
stock.  All  outstanding  shares of common  stock are,  and the shares of common
stock offered hereby will be when issued, fully paid and non-assessable.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

     The  validity  of the  securities  offered  hereby  will be passed  upon by
Stursberg & Veith. As of March 9, 2001, the date of this registration statement,
Stursberg & Veith  holds an  immediately  exercisable  warrant to purchase up to
75,000  shares of the  Company's  common stock  pursuant to a warrant  agreement
dated March 30, 1999.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly, and special reports, proxy statements, and other
information  with the Securities and Exchange  Commission  (the "SEC").  You may
read and copy any document we file at the SEC's public reference room located at
Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You may obtain
further information on the operation of the public reference room by calling the
SEC at  800-SEC-0330.  Our SEC filings are also available to the public over the
Internet at the SEC's website at http://www.sec.gov. You may also request copies
of such documents,  upon payment of a duplicating  fee, by writing to the SEC at
450 Fifth Street,  N.W.,  Washington,  D.C. 20549. Our common stock is listed on
the NASDAQ SmallCap Market,  and such reports and other  information may also be
inspected at the offices of NASDAQ at 1735 "K" Street,  N.W.,  Washington,  D.C.
20006-1500.

                                       -9-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan  Information;  Registration  Information;  and Employee Plan
Annual Information

     Pursuant to Rule 428(b)(1)  under the Securities Act, we will distribute an
information statement containing the information specified in Part I of Form S-8
(an  "Information  Statement")  to the  holders of  options  we have  previously
granted under the Plans,  as well as to  prospective  recipients of awards under
the 1996 Plan.  This  Information  Statement and the documents we incorporate by
reference into this registration statement pursuant to Item 3 of Part II, below,
constitute  a  prospectus  meeting  the  requirements  of  Section  10(a) of the
Securities Act pursuant to Rule 428(a)(1) under the Securities Act.  Although we
have  omitted  this  Information  Statement  as an exhibit to this  registration
statement  pursuant to the  instructions  to Part I of Form S-8, we nevertheless
incorporate it into this registration statement by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     We incorporate the following  documents by reference into this registration
statement:

     (1)  Our  Annual  Report  on Form  10-K  filed for our  fiscal  year  ended
          December  31,  1999,  as  filed  with  the   Securities  and  Exchange
          Commission  on  March  30,  2000,  pursuant  to  Section  13(a) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act");

     (2)  Our  amendment to our Annual  Report on Form 10-K filed for our fiscal
          year  ended  December  31,  1999,  as filed  with the  Securities  and
          Exchange  Commission on May 1, 2000,  pursuant to Section 13(a) of the
          Exchange Act.

     (3)  Our Quarterly  Report on Form 10-Q filed for our  three-month  interim
          period ended March 31, 2000,  filed with the  Securities  and Exchange
          Commission on May 15, 2000.

     (4)  Our  Quarterly  Report on Form 10-Q  filed for our  six-month  interim
          period ended June 30,  2000,  filed with the  Securities  and Exchange
          Commission on August 14, 2000.

     (5)  Our  Quarterly  Report on Form 10-Q filed for our  nine-month  interim
          period  ended  September  30,  2000,  filed  with the  Securities  and
          Exchange Commission on November 14, 2000; and

     (6)  Our proxy  statement on Form 14 for our annual meeting of stockholders
          held on August 10,  2000,  as filed with the  Securities  and Exchange
          Commission on July 5, 2000.

     (7)  Our  prospectus  filed on Form  424B2 on  February  7,  2001  with the
          Securities and Exchange Commission.

     (8)  Our  Current  Report on Form 8-K dated May 8, 2000,  as filed with the
          Securities and Exchange Commission.

     (9)  Our Current  Report on Form 8-K dated  October 18, 2000, as filed with
          the Securities and Exchange Commission.

     All  documents  we may file with the  Securities  and  Exchange  Commission
pursuant to Sections 13(a),  13(c),  14, and 15(d) of the Exchange Act after the
date of this registration  statement and prior to the filing of a post-effective
amendment to this  registration  statement  which  indicates  that all shares of
common stock offered under this registration  statement have been sold, or which
deregisters all shares of common stock offered under this registration statement
then remaining  unsold,  shall be deemed to be  incorporated by reference in the
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

     Not Applicable.

                                      -10-
Item 5. Interests of Named Experts and Counsel

     The  validity  of the  securities  offered  hereby  will be passed  upon by
Stursberg & Veith. As of March 9, 2001, the date of this registration statement,
Stursberg & Veith  holds an  immediately  exercisable  warrant to purchase up to
75,000  shares of the  Company's  common stock  pursuant to a warrant  agreement
dated March 30, 1999.

Item 6. Indemnification of Directors and Officers

     Section 14A:3-5 of the New Jersey  Business  Corporation Act ("NJBC") gives
the Company  power to  indemnify  each of its  directors  and  officers  against
expenses and liabilities in connection with any proceeding involving such person
by reason of such person being or having been a director or officer if (a) he or
she acted in good faith and in a manner he or she reasonably  believed to be in,
or not opposed to, the best interests of the Company and (b) with respect to any
criminal  proceeding,  such person had no reasonable cause to believe his or her
conduct  was  unlawful.  However,  in a  proceeding  by or in the  right  of the
Company,  there shall be no  indemnification  in respect of any  liabilities  or
expenses  if the  officer or  director  shall have been  adjudged  liable to the
Company unless the court in such  proceeding  determines such person is entitled
to  indemnification  for  such  liabilities  and/or  expenses.  Furthermore,  no
indemnification  shall be made to or on behalf of a  director  or  officer  if a
judgment  or other  final  adjudication  adverse  to such  director  or  officer
establishes  that his or her acts or  omissions  (a) were in breach of a duty of
loyalty  to the  Company  and its  shareholders,  (b) were not in good  faith or
involved a knowing  violation  of law or (c) resulted in receipt by the director
or officer of an improper personal benefit.  The NJBC defines an act or omission
in breach of a person's duty of loyalty as an act or omission  which that person
knows or believes to be  contrary  to the best  interests  of the Company or its
shareholders  in  connection  with a matter  in  which he or she has a  material
conflict of interest.  If a director or officer is  successful  in a proceeding,
the statute mandates that the Company indemnify such person against expenses.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

      Exhibit
        No.        Description
      -------      -----------

        4.1        Form of Stock Option  Agreement  for grants of stock  options
                   under the 1996 Plan to Bernard Ciongoli, Earl Bjorndal and
                   Carmine Pellosie, Jr.

        4.2        1996 Incentive Stock Option Plan. (1)

        4.3        Non-qualified Stock Option  Agreement dated October  1,  1998
                   entered into by and between the Company and Bernard  Ciongoli
                   pursuant to the terms of the Employment Agreement entered
                   into by and between Mr. Ciongoli and the Company.

        4.4        Consultant's  Agreement  entered  into  by  and  between  the
                   Company and Barry Bendett dated as of November 13, 2000(2)

        5.1        Opinion of Stursberg & Veith

        23.1       Consent of Charles J. Birnberg

        23.2       Consent of  Stursberg & Veith  (included in the opinion filed
                   as Exhibit 5.1 of this Registration Statement.)

     (1)  Incorporated by reference to the Registrant's  registration  statement
          filed on Form SB-2 (File No. 333-82595) filed on November 17, 2000.

     (2)  Incorporated by reference to the Registrant's  registration  statement
          filed on Form SB-2 (file No. 333-82595) filed on November 17, 2000.

                                      -11-
Item 9. Required 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, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to  the  obligations  being
     registered therein, and the offering of such obligations at that time shall
     be deemed to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  obligations  being  registered  which  remain  unsold  at the
     termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability under the Securities Act of 1933, each such filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the obligations offered therein, an the offering of such obligations
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities 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 obligations 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

                                      -12-
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of North Haledon, State of
New Jersey, on March 9, 2001.

                                      TECH LABORATORIES, INC.

                                      By:    /s/ Bernard M. Ciongoli
                                         ---------------------------------------
                                             Bernard M. Ciongoli
                                             Chief Executive Officer, Treasurer,
                                             President, and Director

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  on Form  S-8 has  been  signed  by the  persons  in the
capacities and on the dates indicated.

     Know all men by these presents,  that each of the  undersigned  constitutes
and appoints  Bernard M.  Ciongoli as his true and lawful  attorney-in-fact  and
agent,  with full power of  substitution,  for him, and in his name,  place, and
stead,  in any and all  capacities,  to sign any and all  amendments,  including
post-   effective   amendments,   to  this   registration   statement   and  any
post-effective  amendments  thereto,  and to file the  same,  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  granting unto said  attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his  substitute,  may lawfully do or
cause to be done by virtue hereof.
Signature                                         Title                             Date
---------                                         -----                             ----
/s/ Bernard M. Ciongoli           President, Treasurer, CEO, and Director      March 9, 2001
-------------------------------
Bernard M. Ciongoli

/s/ Earl M. Bjorndal              Vice President and Director                  March 9, 2001
-------------------------------
Earl M. Bjorndal

/s/ Carmine O. Pellosie, Jr.      Director                                     March 9, 2001
-------------------------------
Carmine O. Pellosie, Jr.

/s/ Salvatore Grisafi             Director                                     March 9, 2001
-------------------------------
Salvatore Grisafi
-13-