SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================

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

                           MANHATTAN SCIENTIFICS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     85-0460639
--------------------------------            -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or  organization)

         405 Lexington Ave., 32nd Floor
                  New York, NY                                           10174
    ---------------------------------------                           ----------
    (Address of principal executive offices)                          (Zip Code)


             Manhattan Scientifics, Inc. 2004 Consultant Stock Plan
             ------------------------------------------------------
                            (Full title of the plan)

                                  Marvin Maslow
                         405 Lexington Ave., 32nd Floor
                               New York, NY 10174

                     (Name and address of agent for service)

                                 (212) 551-0577
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
                                               Proposed maximum      Proposed maximum
 Title of Securities        Amount to be      offering price per    aggregate offering        Amount of
   to be registered        registered(1)           share(2)              price(2)         registration fee
----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------
<S>                          <C>                    <C>                  <C>                    <C>
Common Stock                 2,000,000              $0.065               $130,000               16.47
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

(1) 2,000,000 shares of common stock of Manhattan Scientifics, Inc. are being
registered for issuance pursuant to the 2004 Consultant Stock Plan. Pursuant to
General Instruction E to Form S-8, the registration fee is calculated only with
respect to such shares

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on November 22, 2004, as reported on the OTC Electronic Bulletin Board.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents are hereby incorporated by reference
into this registration statement:

                  (a) The Annual Report for the fiscal year ended December 31,
2003, filed by the registrant with the Securities and Exchange Commission (the
"Commission") on Form 10KSB on April 15, 2004, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

                  (b) The quarterly report for the quarter ended March 31, 2004,
filed by the registrant with the Commission on Form 10QSB on May 17, 2004.

                  (c) The quarterly report for the quarter ended June 30, 2004,
filed by the registrant with the Commission on Form 10QSB on August 18, 2004.

                  (d) The quarterly report for the quarter ended September 30,
2004, filed by the registrant with the Commission on Form 10QSB on November 22,
2004.

                  (e) The description of the Registrant's common stock, which is
contained in a registration statement filed on Form 10-SB on December 8, 1999,
as amended (File No. 000-28411).

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

Item 4.           Description of Securities.

                  Not applicable.  The class of securities to be offered is
registered under Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel.

                  Richardson & Patel LLP has given an opinion on the validity of
the securities being registered hereunder. Erick Richardson and Nimish Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.

                                       2
<PAGE>

Item 6.           Indemnification of Directors and Officers.

Section 145 ("Indemnification of officers, directors, employees and agents;
insurance") of the Delaware General Corporation Law provides in pertinent part
as follows:

         "(a) A corporation shall have power to indemnify any person who was or
         is a party or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceeding, whether civil,
         criminal, administrative or investigative (other than an action by or
         in the right of the corporation) by reason of the fact that he is or
         was a director, officer, employee or agent of the corporation, or is or
         was serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit or
         proceeding if he acted din good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and with respect to any criminal action or proceeding, had
         no reasonable cause to believe his conduct was unlawful. The
         termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the corporation, and,
         with respect to any criminal action or proceeding, had reasonable cause
         to believe that his conduct was unlawful.

         (b) A corporation shall have power to indemnify any person who was or
         is a party or is threatened to be made a party to any threatened,
         pending or completed action or suit by or in the right of the
         corporation to procure a judgment in its favor by reason of the fact
         that he is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise against expenses
         (including attorneys' fees) actually and reasonably incurred by him in
         connection with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                                       3
<PAGE>

         (c) To the extent that a present and former director or officer of a
         corporation has been successful on the merits or otherwise in defense
         of any action, suit or proceeding referred to in subsections (a) and
         (b), or in defense of any claim, issue or matter therein, he shall be
         indemnified against expenses (including attorneys' fees) actually and
         reasonably incurred by him in connection therewith.

         (d) Any indemnification under subsections (a) and (b) (unless ordered
         by a court) shall be made by the corporation only as authorized in the
         specific case upon a determination that indemnification of the present
         or former director, officer, employee or agent is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in subsections (a) and (b). Such determination shall be made,
         with respect to a person who is a director or officer at the time of
         such determination, (1) by a majority vote of the directors who are not
         parties to such action, suit or proceeding, even though less than a
         quorum, or (2) by a committee of such directors designated by majority
         vote of such directors, even though less than a quorum, or (3) if there
         are no such directors, or if such directors so direct, by independent
         legal counsel in a written opinion, or (4) by the stockholders.

         (e) Expenses (including attorneys' fees) incurred by an officer or
         director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall be ultimately determined that
         he is not entitled to be indemnified by the corporation as authorized
         in this Section. Such expenses (including attorneys' fees) incurred by
         former directors and officers or other employees and agents may be so
         paid upon such terms and conditions, if any, as the corporation deems
         appropriate.

         (f) The indemnification and advancement of expenses provided by, or
         granted pursuant to, the other subsections of this section shall not be
         deemed exclusive of any other rights to which those seeking
         indemnification or advancement of expenses may be entitled under any
         by-law, agreement, vote of stockholders or disinterested directors or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office.

         (g) A corporation shall have power to purchase and maintain insurance
         on behalf of any person who is or was a director, officer, employee or
         agent of the corporation, or is or was serving at the request of the
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against any liability asserted against him and incurred by him in any
         such capacity, or arising out of his status as such, whether or not the
         corporation would have the power to indemnify him against such
         liability under the provisions of this Section.

         (j) The indemnification and advancement of expenses provided by, or
         granted pursuant to, this section shall, unless otherwise provided when
         authorized or ratified, continue as to a person who has ceased to be a
         director, officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such person. . . ."

                                       4
<PAGE>

            Article XI ("Indemnification and Insurance") of the Registrant's
Bylaws provides as follows:

            "Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who was or is
made a party or is threatened to be made a party or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition: provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

                                       5
<PAGE>

(b) RIGHT OF CLAIMANT TO BRING SUIT:

            If a claim under paragraph (a) of this Section is not paid in full
by the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard or
conduct.

(c) Notwithstanding any limitation to the contrary contained in sub-paragraphs
(a) and 8 (b) of this section, the corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-law, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.

(d) INSURANCE:

            The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law."

            Article Seventh of the Registrant's Certificate of Incorporation, as
amended, provides that no director shall be personally liable to the Registrant
for monetary damages for breach of fiduciary duty. However, a director shall be
liable to the extent provided by applicable law (i) for breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit.

                                       6
<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 of 1933 and is, therefore, unenforceable.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

            5.    Opinion regarding legality
            23.1  Consent of Eisner, LLP
            23.2  Consent of Richardson & Patel, LLP (included in Exhibit 5)
            99.1  2004 Consultant Stock Plan

Item 9.           Undertakings.

                  (a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (1) 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 securities offered
therein, and the offering of such securities 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 securities being registered which
remain unsold at the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
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 securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the 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 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

                                       7
<PAGE>

person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on this 5th day of November, 2004.

                                    MANHATTAN SCIENTIFICS, INC.
                                    A Delaware Corporation

                                    /s/ Marvin Maslow
                                    -------------------------------------------
                                    By:  Marvin Maslow
                                    Its:  Chief Executive Officer

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


Dated:  November 5, 2004           /s/ Marvin Maslow
                                   ---------------------------------------------
                                   Marvin Maslow, Chairman, Chief
                                   Executive Officer and Chief Financial Officer


Dated:  November 5, 2004           /s/ Scott L. Bach
                                   -----------------------------------
                                   Scott L. Bach, Director and Secretary


Dated:  November 5, 2004           /s/ David A. Teich
                                   --------------------------------------------
                                   David A. Teich, Director and Treasurer


Dated:  November 5, 2004           /s/ Ralph Anderson
                                   --------------------------------------------
                                   Ralph Anderson, Director


                                       8
<PAGE>


Dated:  November 5, 2004           /s/ Larry Schatz
                                   -----------------------------------
                                   Larry Schatz, Director


                                INDEX TO EXHIBITS

Exhibit Number    Description

5.    Opinion regarding legality

23.1  Consent of Eisner, LLP

23.2  Consent of Richardson & Patel, LLP (included in Exhibit 5)

99.1  2004 Consultant Stock Plan


                                       9
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================

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

                           MANHATTAN SCIENTIFICS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     85-0460639
--------------------------------            -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or  organization)

         405 Lexington Ave., 32nd Floor
                  New York, NY                                           10174
    ---------------------------------------                           ----------
    (Address of principal executive offices)                          (Zip Code)

             Manhattan Scientifics, Inc. 2004 Consultant Stock Plan
             ------------------------------------------------------
                            (Full title of the plan)

                                  Marvin Maslow
                         405 Lexington Ave., 32nd Floor
                               New York, NY 10174

                     (Name and address of agent for service)

                                 (212) 551-0577
          (Telephone number, including area code, of agent for service)

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

----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                 2,000,000              $0.065               $130,000               16.47
----------------------- --------------------- -------------------- --------------------- --------------------
(1) 2,000,000 shares of common stock of Manhattan Scientifics, Inc. are being
registered for issuance pursuant to the 2004 Consultant Stock Plan. Pursuant to
General Instruction E to Form S-8, the registration fee is calculated only with
respect to such shares

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on November 22, 2004, as reported on the OTC Electronic Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents are hereby incorporated by reference
into this registration statement:

                  (a) The Annual Report for the fiscal year ended December 31,
2003, filed by the registrant with the Securities and Exchange Commission (the
"Commission") on Form 10KSB on April 15, 2004, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

                  (b) The quarterly report for the quarter ended March 31, 2004,
filed by the registrant with the Commission on Form 10QSB on May 17, 2004.

                  (c) The quarterly report for the quarter ended June 30, 2004,
filed by the registrant with the Commission on Form 10QSB on August 18, 2004.

                  (d) The quarterly report for the quarter ended September 30,
2004, filed by the registrant with the Commission on Form 10QSB on November 22,
2004.

                  (e) The description of the Registrant's common stock, which is
contained in a registration statement filed on Form 10-SB on December 8, 1999,
as amended (File No. 000-28411).

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

Item 4.           Description of Securities.

                  Not applicable.  The class of securities to be offered is
registered under Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel.

                  Richardson & Patel LLP has given an opinion on the validity of
the securities being registered hereunder. Erick Richardson and Nimish Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.

                                       2
Item 6.           Indemnification of Directors and Officers.

Section 145 ("Indemnification of officers, directors, employees and agents;
insurance") of the Delaware General Corporation Law provides in pertinent part
as follows:

         "(a) A corporation shall have power to indemnify any person who was or
         is a party or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceeding, whether civil,
         criminal, administrative or investigative (other than an action by or
         in the right of the corporation) by reason of the fact that he is or
         was a director, officer, employee or agent of the corporation, or is or
         was serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit or
         proceeding if he acted din good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and with respect to any criminal action or proceeding, had
         no reasonable cause to believe his conduct was unlawful. The
         termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the corporation, and,
         with respect to any criminal action or proceeding, had reasonable cause
         to believe that his conduct was unlawful.

         (b) A corporation shall have power to indemnify any person who was or
         is a party or is threatened to be made a party to any threatened,
         pending or completed action or suit by or in the right of the
         corporation to procure a judgment in its favor by reason of the fact
         that he is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise against expenses
         (including attorneys' fees) actually and reasonably incurred by him in
         connection with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                                       3
(c) To the extent that a present and former director or officer of a
         corporation has been successful on the merits or otherwise in defense
         of any action, suit or proceeding referred to in subsections (a) and
         (b), or in defense of any claim, issue or matter therein, he shall be
         indemnified against expenses (including attorneys' fees) actually and
         reasonably incurred by him in connection therewith.

         (d) Any indemnification under subsections (a) and (b) (unless ordered
         by a court) shall be made by the corporation only as authorized in the
         specific case upon a determination that indemnification of the present
         or former director, officer, employee or agent is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in subsections (a) and (b). Such determination shall be made,
         with respect to a person who is a director or officer at the time of
         such determination, (1) by a majority vote of the directors who are not
         parties to such action, suit or proceeding, even though less than a
         quorum, or (2) by a committee of such directors designated by majority
         vote of such directors, even though less than a quorum, or (3) if there
         are no such directors, or if such directors so direct, by independent
         legal counsel in a written opinion, or (4) by the stockholders.

         (e) Expenses (including attorneys' fees) incurred by an officer or
         director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall be ultimately determined that
         he is not entitled to be indemnified by the corporation as authorized
         in this Section. Such expenses (including attorneys' fees) incurred by
         former directors and officers or other employees and agents may be so
         paid upon such terms and conditions, if any, as the corporation deems
         appropriate.

         (f) The indemnification and advancement of expenses provided by, or
         granted pursuant to, the other subsections of this section shall not be
         deemed exclusive of any other rights to which those seeking
         indemnification or advancement of expenses may be entitled under any
         by-law, agreement, vote of stockholders or disinterested directors or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office.

         (g) A corporation shall have power to purchase and maintain insurance
         on behalf of any person who is or was a director, officer, employee or
         agent of the corporation, or is or was serving at the request of the
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against any liability asserted against him and incurred by him in any
         such capacity, or arising out of his status as such, whether or not the
         corporation would have the power to indemnify him against such
         liability under the provisions of this Section.

         (j) The indemnification and advancement of expenses provided by, or
         granted pursuant to, this section shall, unless otherwise provided when
         authorized or ratified, continue as to a person who has ceased to be a
         director, officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such person. . . ."

                                       4
Article XI ("Indemnification and Insurance") of the Registrant's
Bylaws provides as follows:

            "Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who was or is
made a party or is threatened to be made a party or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition: provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

                                       5
(b) RIGHT OF CLAIMANT TO BRING SUIT:

            If a claim under paragraph (a) of this Section is not paid in full
by the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard or
conduct.

(c) Notwithstanding any limitation to the contrary contained in sub-paragraphs
(a) and 8 (b) of this section, the corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-law, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.

(d) INSURANCE:

            The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law."

            Article Seventh of the Registrant's Certificate of Incorporation, as
amended, provides that no director shall be personally liable to the Registrant
for monetary damages for breach of fiduciary duty. However, a director shall be
liable to the extent provided by applicable law (i) for breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit.

                                       6
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 of 1933 and is, therefore, unenforceable.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

            5.    Opinion regarding legality
            23.1  Consent of Eisner, LLP
            23.2  Consent of Richardson & Patel, LLP (included in Exhibit 5)
            99.1  2004 Consultant Stock Plan

Item 9.           Undertakings.

                  (a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (1) 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 securities offered
therein, and the offering of such securities 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 securities being registered which
remain unsold at the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
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 securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the 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 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

                                       7
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on this 5th day of November, 2004.

                                    MANHATTAN SCIENTIFICS, INC.
                                    A Delaware Corporation

                                    /s/ Marvin Maslow
                                    -------------------------------------------
                                    By:  Marvin Maslow
                                    Its:  Chief Executive Officer

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

Dated:  November 5, 2004           /s/ Marvin Maslow
                                   ---------------------------------------------
                                   Marvin Maslow, Chairman, Chief
                                   Executive Officer and Chief Financial Officer

Dated:  November 5, 2004           /s/ Scott L. Bach
                                   -----------------------------------
                                   Scott L. Bach, Director and Secretary

Dated:  November 5, 2004           /s/ David A. Teich
                                   --------------------------------------------
                                   David A. Teich, Director and Treasurer

Dated:  November 5, 2004           /s/ Ralph Anderson
                                   --------------------------------------------
                                   Ralph Anderson, Director

                                       8
Dated:  November 5, 2004           /s/ Larry Schatz
                                   -----------------------------------
                                   Larry Schatz, Director

                                INDEX TO EXHIBITS

Exhibit Number    Description

5.    Opinion regarding legality

23.1  Consent of Eisner, LLP

23.2  Consent of Richardson & Patel, LLP (included in Exhibit 5)

99.1  2004 Consultant Stock Plan

                                       9