As filed with the Securities and Exchange Commission on September 30, 2004

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              MIKRON INFRARED, INC.
--------------------------------------------------------------------------------
      (Exact name of Registrant as Specified in Its Governing Instruments)

                                16 THORNTON ROAD
                            OAKLAND, NEW JERSEY 07436
                                 (201) 405-0900
--------------------------------------------------------------------------------
   (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

                              MIKRON INFRARED, INC.
                AMENDED AND RESTATED OMNIBUS STOCK INCENTIVE PLAN
            AND ONE OPTION FOR THE PURCHASE OF SHARES OF COMMON STOCK
                              (Full Title of Plan)

                              MR. GERALD D. POSNER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              MIKRON INFRARED, INC.
                                16 THORNTON ROAD
                            OAKLAND, NEW JERSEY 07436
                                 (201) 405-0900
--------------------------------------------------------------------------------
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of
                               Agent for Service)

                                   Copies to:

                             Steven D. Dreyer, Esq.
                                 Arent Fox PLLC
                                  1675 Broadway
                            New York, New York 10019
                                 (212) 484-3917


<PAGE>




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------- ------------------------- ----------------------- ----------------------- ------------------
 TITLE OF EACH CLASS OF   AMOUNT TO BE REGISTERED      PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
    SECURITIES TO BE                                  OFFERING PRICE PER      AGGREGATE OFFERING    REGISTRATION FEE
       REGISTERED                                         SHARE (2)               PRICE (2)
------------------------- ------------------------- ----------------------- ----------------------- ------------------
<S>                            <C>                          <C>                   <C>                    <C>
Common Stock, $.003 par        1,018,000 (1)                $4.16                 $4,234,880             $536.56
value
------------------------- ------------------------- ----------------------- ----------------------- ------------------
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c), (h)(1) and (h)(3), based on the average of the high
and low prices for our Common Stock as reported on the Nasdaq SmallCap Market on
September 28, 2004.



<PAGE>



                                EXPLANATORY NOTE

         Pursuant to this Registration Statement, we are registering 978,000
shares of our common stock issuable under our Amended and Restated Omnibus Stock
Incentive Plan, and the unexercised balance of 40,000 shares of our common stock
that are issuable pursuant to an option for the purchase of 50,000 shares of
common stock granted to one of our employees.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus to be used for offers and sales of our Common Stock
covered by this Registration Statement has been omitted in accordance with the
Note to Part I of Form S-8.



<PAGE>



                                     PART IA

PROSPECTUS

                                 978,000 SHARES

                              MIKRON INFRARED, INC.

                                  COMMON STOCK

         This prospectus is being used in connection with the offering from time
to time by our employees and non-employee directors, who are considered for
purposes of this prospectus to be selling shareholders, who may be deemed our
"affiliates" as defined in Rule 405 under the Securities Act of 1933, as
amended, of shares of our common stock that have been or may be acquired by them
pursuant to our Amended and Restated Omnibus Stock Incentive Plan.

         Our common stock is traded on the Nasdaq SmallCap Market under the
symbol MIKR. On September 28, 2004, the closing price of the common stock on the
Nasdaq SmallCap Market was $4.26 per share.

INVESTMENT IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE
OF RISK. YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 5 IN
DETERMINING WHETHER TO PURCHASE THE COMMON STOCK.

         The selling shareholders may sell the shares of common stock described
in this prospectus in public or private transactions, on or off the Nasdaq
SmallCap Market, at prevailing market prices, or at privately negotiated prices.
The selling shareholders may sell shares directly to purchasers or through
brokers or dealers. Brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders. For more
information on how the shares may be distributed, see "Plan of Distribution" on
page 12.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person has been authorized to give any information or to make any
representation, other than those in this prospectus, in connection with the
offer contained in this prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by us. This
prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any of the securities offered hereby in any state to or from any person
to whom it is unlawful to make or solicit such an offer in such state.


               The date of this Prospectus is September 30, 2004.



                                       1
<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----

Overview of Our Business..................................................    3
Risk Factors..............................................................    5
Use of Proceeds...........................................................   11
Selling Shareholders......................................................   11
Plan of Distribution......................................................   12
SEC's Position on Indemnification for Securities Act Liabilities..........   14
Legal Matters.............................................................   16
Experts...................................................................   16
Where You Can Find More Information.......................................   16


                                    .........


         Throughout this prospectus, the "Company," "we," "us," and "our," and
other possessive and other derivations thereof, refer to Mikron Infrared, Inc.
and its consolidated subsidiaries, unless the context otherwise requires.

         This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission ("SEC"). We may amend or supplement this
prospectus from time to time by filing amendments or supplements as required.
PLEASE READ THIS ENTIRE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS CAREFULLY
BEFORE MAKING YOUR INVESTMENT DECISION TO PURCHASE SHARES IN THIS OFFERING. You
should rely only on the information provided in, and incorporated by reference
into, this prospectus. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document. We have authorized no one to provide you with different information.

                           FORWARD-LOOKING STATEMENTS

         In our effort to make the information in this prospectus more
meaningful, this prospectus contains or incorporates by reference both
historical and forward-looking statements. All statements other than statements
of historical fact are forward-looking statements within the meanings of Section
27A of the Securities Act of 1933, and Section 21E of the Securities Exchange
Act of 1934. Forward-looking statements in or incorporated by reference into
this prospectus are not based on historical facts, but rather reflect the
current expectations of our management concerning future results and events.



                                       2
<PAGE>

      The forward-looking statements generally can be identified by the use of
terms such as "believe," "expect," "anticipate," "intend," "plan," "foresee,"
"likely," "will" or other similar words or phrases. Similarly, statements that
describe our objectives, plans, or goals are, or may be, forward-looking
statements.

      Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of Mikron to be different from any future results, performance and achievements
expressed or implied by these statements. You should review carefully all
information, including the financial statements and the notes to the financial
statements incorporated by reference into this prospectus. In addition to the
factors discussed under "Risk Factors," the following important factors could
affect future results, causing the results to differ materially from those
expressed in the forward-looking statements in this prospectus:

      o     general and market-specific economic and business conditions, both
            nationally and internationally;

      o     our acquisition opportunities and our ability to integrate
            acquisitions;

      o     our expectations and estimates concerning future financial
            performance;

      o     our ability to obtain sufficient supplies of critical components;

      o     our ability to respond to the rapid technological change in the
            markets in which we compete;

      o     our ability to successfully introduce new or enhanced products;

      o     financing plans and the impact of competition;

      o     economic and other disruptions and uncertainties resulting from the
            post-9/11 war on terrorism, including military action such as the
            conflict in Iraq that commenced earlier this year, new terrorist
            attacks, actual or threatened, and related political events; and

      o     anticipated trends in our business, including those described in the
            information contained in the Management's Discussion and Analysis
            section of our Reports on SEC Forms 10-KSB and 10-QSB which have
            been and shall be incorporated by reference into this prospectus.

      These factors are not necessarily all of the important factors that could
cause actual results to differ materially from those expressed in the
forward-looking statements in this prospectus. Other unknown or unpredictable
factors also could have material adverse effects on the future results of
Mikron.

                            OVERVIEW OF OUR BUSINESS

      We have been developing, manufacturing, marketing and servicing equipment
and instruments for non-contact temperature measurement since 1969. Our products
employ infrared sensing technologies to measure the temperature of moving
objects, or stationary objects in environments or situations where contact
temperature measurement would be difficult, hazardous or impracticable, and
wherever rapid temperature changes must be accurately tracked instantaneously.
Our product offerings include



                                       3
<PAGE>

      o     hand-held infrared thermometers which are predominantly used in
            industrial quality control and maintenance applications;

      o     "fixed" infrared thermometers which are incorporated as integral
            components of production equipment used by laboratories and original
            equipment manufacturers, both domestic and foreign;

      o     high resolution thermal imaging products;

      o     "blackbody" radiation calibration sources, which are instruments
            that provide the user with an extremely precise temperature source
            that is employed to calibrate infrared thermometers, radiometers,
            heat flux meters, thermal imaging systems, spectrographic analyzers
            and other precision instruments that must be calibrated to a known,
            highly precise temperature standard; and

      o     a variety of accessories and optional equipment for our infrared
            temperature measurement products.

      Our infrared thermometry products and accessories are used industrially:

      o     in manufacturing processes to measure the process temperature of
            metals, wood, plastics, paper, textiles, rubber, glass, ceramics,
            food and chemicals;

      o     for condition monitoring and preventative and predictable
            maintenance purposes to check temperatures of kiln walls, heat
            exchangers, boilers, engines, compressors, transmissions, bearings,
            gears, pumps, steam lines and traps, transformers, electrical switch
            gear;

      o     for heat loss prevention; and

      o     for quality control to test the temperature and integrity of
            electronic equipment, electrical components and circuitry,
            insulation, and cooling and heating systems.

      Our E2Technology lines of infrared thermometers and systems are based upon
technologies and designs developed by E Square Technologies Corp. ("E2T"), a
California-based company we acquired in May 2000. We market our E2Technology
lines of products under our Pulsar and Quasar brand names for use in a variety
of applications and industries, including hazardous waste incinerators,
furnaces, rotating kilns, high temperature reactors, glass plants, chemical
plants, pulp mills, steel mills, petrochemical plants and oil and gas
refineries.

      Our European subsidiary companies - the IMPAC companies - were acquired in
November 2002. They also develop, manufacture, sell and service various models
of:



                                       4
<PAGE>

         o        portable and fixed non-contact temperature measurement devices
                  that have been engineered for measurement of temperatures
                  ranging from minus 32(degree) C to 3,500(degree) C in more
                  than 1,500 industrial apPlications;

         o        portable contact temperature measurement devices that measure
                  temperatures ranging from minus 200(degree) C to 1,300(degree)
                  C; and

         o        blackbody calibration sources.

         We sell the products that we manufacture in the United States under the
Mikron(R), IR-Man(R), Pyrovision(R), Infracouple(R) and Spyglass(R) registered
brand names. Those products are sold through a network of approximately 100
independent sales representatives located throughout the world.

         The IMPAC companies sell their products under the impac(R),
Infratherm(R) and Tastotherm(R) registered brand names through a direct sales
force in Germany, and through sales offices maintained by our subsidiary, IMPAC
France Sarl in France and by our English subsidiary, IMPAC Infrared Ltd. in
Great Britain. Throughout the rest of the world, the IMPAC companies sell their
products via a network of sales representatives.

         We are a New Jersey corporation. The address of our principal executive
office is: 16 Thornton Road, Oakland, New Jersey 07436. The telephone and
facsimile numbers at that office are: (201) 405-0900 and (201) 405-0090.
Information about us is available on the internet at www.mikroninfrared.com,
www.irimaging.com and www.ir-impac.com.

                                  RISK FACTORS

         An investment in our common stock involves risks. You should read and
carefully consider the following risk factors in addition to all other
information in this prospectus before making an investment in our common stock.

Fluctuations in our quarterly and annual operating results make it difficult to
predict our future performance

         Our quarterly and annual operating results are likely to fluctuate in
the future due to a variety of factors, some of which are beyond our control. As
a result of the fluctuations in our quarterly operating results, we believe that
quarter-to-quarter comparisons of our operating results are not necessarily
meaningful and should not be relied upon as indicators of future performance.
Factors that may affect our future operating results include:

         o        the timing, number and size of orders from, and shipments to,
                  our customers, as well as the relative mix of those orders;

         o        the timing and market acceptance of our or our competitors'
                  new products, product enhancements or technologies;

         o        changes in our or our competitors' pricing policies;



                                       5
<PAGE>

         o        the timing and amount of any inventory write downs;

         o        our ability to obtain sufficient supplies of critical
                  components;

         o        foreign currency fluctuations;

         o        costs associated with the acquisition of other businesses,
                  product lines or technologies;

         o        our ability to integrate acquired businesses, product lines or
                  technologies; and

         o        general economic conditions, both domestically and
                  internationally.

Our future success will depend on our ability to respond to the rapid
technological change in the markets in which we compete

         The markets for single point temperature measurement and thermal
imaging equipment are characterized by rapid technological developments and
frequent new product introductions, enhancements and modifications. Our success
will depend in large part on our ability to develop new technologies that
anticipate changing customer requirements. We may need to make substantial
capital expenditures and incur significant research and development costs to
develop and introduce new products and enhancements. If we fail to timely
develop and introduce new technologies, our business, financial condition and
results of operations would be adversely affected. From time to time, we or our
competitors may announce new products, product enhancements or technological
innovations that have the potential to replace or shorten the life cycles of our
products and that may cause customers to defer purchasing our existing products,
resulting in inventory obsolescence.

We must successfully introduce new or enhanced products to be successful

         Our future success depends on our ability to continue to improve our
existing products and to develop new products using the latest technology that
can satisfy customer requirements. For example, we believe that our long term
success will depend on increasing acceptance of our line of thermal imaging
systems, sales of which we expect to generate a substantial amount of our annual
revenue. We are also investing a significant amount of our financial resources
in the enhancement of some of our other existing products. We cannot be certain
that we will successfully complete these enhancements within the necessary time
period or that customers will accept our new products, or any future products.
Our failure to complete the enhancement of these products or the failure of our
current or future products to gain or maintain market acceptance could have a
material adverse effect on our business, financial condition and results of
operations.

Competition in the market for thermal imaging equipment is intense and our
failure to compete effectively would adversely affect our business



                                       6
<PAGE>

         Competition in the markets for our products is intense. The speed with
which companies can identify new applications for non-contact temperature
measurement systems and devices, develop products to meet those needs and supply
commercial quantities at low prices to the market are important competitive
factors. We believe the principal competitive factors in our markets are product
features, reliability and price. In the case of our thermal imaging systems, a
further factor affecting our ability to compete is the availability of
microbolometers from the limited number of manufacturers who can supply that
device in quantities sufficient to meet our needs. Additionally, our products
compete indirectly with other lower cost products, such as thermocouples.
Finally, many of our competitors have greater financial, technical, research and
development and marketing resources than we do. All of these factors result in
greater challenges from our existing competitors as well as increasing
competition from new competitors and require us to continue to invest in, and
focus on, research and development and new product innovation. No assurance can
be given that we will be able to compete effectively in the future, which would
have a material adverse effect on our business, financial condition and results
of operations.

Dependence on limited source suppliers of components of our products exposes us
to risks that could result in delays in satisfying customer demand, increased
costs and loss of revenue

         In some cases, we rely on a limited source of suppliers to provide
certain components for our products. Accordingly, we could experience a shortage
in the supply of some of our components. In particular, we acquire the
microbolometers or uncooled focal plane arrays that we integrate into our
Mikroscan thermal imaging product lines from two third party sources of that
component. Our business, financial condition and results of operations could be
materially and adversely affected in the event that either (i) the number of
microbolometers delivered to us is insufficient to satisfy our requirements or
(ii) we are obligated to purchase microbolometers in excess of the number we
require.

         Based on past experience, we expect to occasionally receive late
deliveries or to experience inadequate supplies of certain components. If the
components provided by any significant supplier were to become unavailable, our
manufacturing operations would be disrupted. Unless we could identify and
qualify acceptable replacement components or redesign our products with
different components, we might not be able to obtain necessary components on a
timely basis or at acceptable prices. Any extended interruption in the supply of
sole or limited source components would have a material adverse effect on our
business, financial condition and results of operations.

Our future success depends in part on attracting and retaining key senior
management and qualified technical and sales personnel

         Our future success depends on the efforts and continued services of our
key executives and our ability to attract and retain qualified technical and
sales personnel. Significant competition exists for such personnel and we cannot
assure the retention of our key technical and sales personnel or our ability to
attract, assimilate and retain other highly qualified technical and sales
personnel as may be required in the future. We also cannot assure that employees
will not leave and subsequently compete against us. If we are unable to attract
and retain key personnel, our business, financial condition and results of
operations could be adversely affected.



                                       7
<PAGE>

Any acquisition or equity investment we make could disrupt our business and harm
our financial condition and results of operations

         We have in the past, and may in the future, acquire complementary
businesses or technologies or enter into joint ventures. We may experience
difficulties in assimilating the personnel, operations, products and technology
acquired in any future acquisitions or investments we make. Additionally, we
could lose the key personnel from any of the companies that we acquire, incur
unanticipated costs and assume new liabilities. Any of these difficulties could
disrupt our ongoing business, distract our management and employees and increase
our expenses. Furthermore, we might have to incur additional debt or issue
additional equity securities to pay for any future acquisitions. The issuance of
any additional equity securities could dilute our existing shareholders'
ownership. No assurance can be given that we will realize the anticipated
benefits of any acquisition or that such acquisition will not have a material
adverse effect on our business, financial condition and results of operations.

We face risks from international sales and currency fluctuations

         We market and sell our products worldwide. As a result of our recent
acquisition of the IMPAC companies, we anticipate that international sales will
account for an increasingly significant portion of our revenue. For the year
ended October 31, 2003 and the nine months ended July 31, 2004, international
sales accounted for 51% and 55%, respectively, of our net sales revenue. Our
international sales are subject to a number of risks, including:

         o        the imposition of governmental controls;

         o        restrictions on the export of critical technology;

         o        trade restrictions;

         o        difficulty in collecting receivables;

         o        inadequate protection of intellectual property;

         o        labor union activities;

         o        changes in tariffs and taxes;

         o        difficulties in staffing and managing international
                  operations;

         o        political and economic instability; and

         o        general economic conditions.

         Historically, currency fluctuations have not materially affected our
operating results. However, as a result of the increasing significance of sales
made by, and the operating expenses incurred by the IMPAC companies in
currencies other than US dollars, changes in the value of foreign currencies in
which our and their sales are denominated or the costs incurred by us and by
them could in the future cause fluctuations in our operating results.
Historically, the majority of our international sales have been denominated in
U.S. dollars. We expect that to change as a result of the IMPAC companies
acquisition. With respect to international sales denominated in U.S. dollars, a
decrease in the value of foreign currencies relative to the U.S. dollar could
make our products less price-competitive. The same may prove to be true with
regard to the relative competitiveness of our IMPAC products in the event of a
decrease in the Euro relative to the U.S dollar. No assurance can be given that
these factors will not have a material adverse effect on our future
international sales and operations and, consequently, on our business, financial
condition and results of operations.



                                       8
<PAGE>

We may not be successful in maintaining and obtaining the necessary licenses to
conduct operations abroad, and Congress may prevent proposed sales to foreign
governments

         Licenses are required from government agencies under the Export
Administration Act, the Trading with the Enemy Act of 1917 and the Arms Export
Control Act of 1976 for export of some of our products. We can give no assurance
that we will be successful in obtaining these licenses. Failure to obtain or
delays in obtaining these licenses would prevent or delay us from selling our
products outside the United States and would have a material adverse effect on
our business, financial condition and results of operations.

Our products may suffer from defects or errors leading to substantial damage or
warranty claims

         Our products use complex system designs and components that may contain
errors or defects, particularly when we incorporate new technology into our
products or release new versions. While we have not yet had to recall a product,
if any of our products are defective, we might be required to redesign or recall
those products or pay substantial damages or warranty claims. Such an event
could result in significant expenses, disrupt sales and affect our reputation
and that of our products which would have a material adverse effect on our
business, financial condition and results of operations. Furthermore, product
defects could result in substantial product liability. We maintain product
liability insurance, but cannot be certain that it is adequate or will remain
available on acceptable terms.

Our inability to protect our intellectual property and proprietary rights and
avoid infringing the rights of others could harm our competitive position and
our business

         Our ability to compete successfully and achieve future revenue growth
depends, in part, on our ability to protect our proprietary technology and
operate without infringing the rights of others. To accomplish this, we rely on
trademark and trade secret laws, confidentiality agreements, contractual
provisions and, to a lesser degree, on patents, to protect our proprietary
rights. Virtually all of our proprietary rights are held in confidence as trade
secrets and are not covered by patents, making them more difficult to protect.
We do not currently hold any United States patents. Two applications for United
States patents covering certain aspects of our technologies are presently
pending. If those applications are granted, we cannot be certain that our
patents or the trademarks that we hold will not be challenged or circumvented by
competitors. Likewise, we cannot be certain that measures taken to protect our
proprietary rights will adequately deter their misappropriation or disclosure.
We also cannot be certain that we will obtain additional patents or trademarks
on our technology. Any failure by us to meaningfully protect our intellectual
property could have a material adverse effect on our business, financial
condition and results of operations. Moreover, because intellectual property
does not necessarily represent a barrier to entry into the thermal imaging
industry, there can be no assurance that we will be able to maintain our
competitive advantage or that competitors will not develop capabilities equal or
superior to ours.



                                       9
<PAGE>

         Litigation over patents and other intellectual property is common in
our industry. We cannot assure you that we will not be the subject of patent or
other litigation in the future. Defending intellectual property lawsuits and
related legal and administrative proceedings could result in substantial expense
to us and significant diversion of effort of our personnel. An adverse
determination in a patent suit or in any other proceeding to which we may be a
party could subject us to significant liabilities. An adverse determination
could require us to seek licenses from third parties. If licenses were not
available on commercially reasonable terms or at all, our business could be
harmed.

Our stock price could fluctuate

         Trading in our common stock in the past has been characterized by
single digit prices at thin daily volumes with occasional volume spikes.
Furthermore, we are unaware that any analyst covers our stock. Such being the
case, many occurrences and events can materially change the price of our stock
on a given day or over a short period of time. Factors that may cause
fluctuations in our stock price include:

         o        fluctuations in our quarterly operating results;

         o        local, regional, national and international economic trends
                  that affect the purchasing capacities of our customers and
                  potential customers;

         o        new product announcements by us or our competitors;

         o        real or perceived changes in the markets for our products; and

         o        announcements by us, or our competitors, of new or enhanced
                  products or technological innovations or in the pricing of
                  products.

Future issuances of our common stock could dilute current shareholders and
adversely affect the market.

         We have the authority to issue up to 15,000,000 shares of common stock
and up to 1,000 shares of convertible preferred stock without shareholder
approval. We also have authority to issue options and warrants to purchase
shares of our common stock and preferred stock without shareholder approval.
These future issuances could be at values substantially below the price paid for
our common stock by our current shareholders.

Future sales of our common stock also could adversely affect the market.



                                       10
<PAGE>

         Future sales of our common stock into the market, including sales by
our officers, directors and principal shareholders, may also depress the market
price of our common stock. Sales of these shares of our common stock or the
market's perception that these sales could occur may cause the market price of
our common stock to fall. These sales also might make it more difficult for us
to sell equity or equity related securities in the future at a time and price
that we deem appropriate or to use equity as consideration for future
acquisitions. The exercise of outstanding options will dilute our common
shareholders and may depress the price of our common stock.

Provisions in our certificate of incorporation and New Jersey law may deter
takeover efforts that might be beneficial to shareholder value.

         We have the authority to issue up to 1,000 shares of convertible
preferred stock without shareholder approval. The issuance of convertible
preferred stock by our Board of Directors could adversely affect the rights of
the holders of our common stock. An issuance of convertible preferred stock
could result in a class of outstanding securities that would have preferences
with respect to voting rights and dividends and in liquidation over the common
stock and could, upon conversion or otherwise, have all of the rights of our
common stock. Our Board of Directors' authority to issue convertible preferred
stock could discourage potential takeover attempts or could delay or prevent a
change in control through merger, tender offer, proxy contest or otherwise by
making these attempts more difficult or costly to achieve.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares of common
stock offered under this prospectus. All of the shares of common stock being
offered are beneficially owned by the selling shareholders named in this
prospectus, although we may receive the exercise price in cash upon the exercise
of the options pursuant to which the shares of common stock offered under this
prospectus shall be acquired by the selling shareholders.

                              SELLING SHAREHOLDERS

         This prospectus relates to shares of common stock that have been or may
be acquired by the selling shareholders. The following table sets forth, as of
the date of this prospectus, the name and relationship to us of each selling
shareholder who is (or may be deemed to be) our affiliate, the number of shares
of common stock owned by each selling shareholder prior to the offering, the
number of those shares being offered for each selling shareholder's account, the
number of shares and the percentage of our common stock to be owned by each
selling shareholder after completion of the offering.


<TABLE>
<CAPTION>
                                                                                                 Percentage of Common
   Name of Selling         Number of Shares           Number of           Number of Shares        Stock Beneficially
  Security Holder and      Beneficially Owned                             Beneficially Owned            Owned
     Relationship           Before Offering          Shares Offered          After Offering        After Offering (1)
---------------------     --------------------       --------------      --------------------   ---------------------
<S>                     <C>                          <C>                <C>                     <C>
Gerald D. Posner,
President and CEO               579,761 (2)              171,428                 408,333                 7.2
Dennis L. Stoneman,
Exec VP                         343,095 (3)                7,500                 335,595                 5.9
Paul A. Kohmescher, VP
and CFO                          25,000 (4)               20,000                   5,000                   -
Lawrence C. Karlson,
Director                        187,000 (5)               47,500                 139,500                 2.5
William J. Eckenrode,
Director                         67,500  (6)              37,500                  30,000                   -
Henry M. Rowan, Director         37,500 (6)               37,500                       0                   -
</TABLE>

----------------------
- represents beneficial ownership of less than 1%



                                       11
<PAGE>

(1) Based upon 5,641,056 shares assumed to be issued and outstanding which
includes 5,259,628 shares actually issued and outstanding on the date of this
prospectus plus an aggregate of 381,428 shares issuable pursuant to options that
may be exercised within 60 days of the date of this prospectus.

(2) Includes 171,428 shares that are not currently outstanding, but may be
issued pursuant to one or more Plan options that are exercisable within 60 days
of the date of this prospectus..

(3) Includes 46,000 shares jointly owned by Mr. Stoneman and his wife, Eileen,
as to which they share all voting and dispositive powers and 7,500 shares that
are not currently outstanding, but may be issued pursuant to one or more Plan
options that are exercisable within 60 days of the date of this prospectus. Does
not include 6,000 shares as to which Eileen Stoneman claims sole voting and
dispositive powers, 25,500 shares as to which Mr. Stoneman's son, Drew Stoneman,
and his wife, Lori Marino, claim shared voting and dispositive powers, 51,000
shares as to which Mr. Stoneman's son, Dennis Stoneman, Jr., and his wife,
Sandra, claim sole or shared voting and dispositive powers and 6,000 shares
as to which Mr. Stoneman's mother in law, Millie Merolla, claims sole voting and
dispositive powers.

(4) Includes 20,000 shares that are not currently outstanding, but may be issued
pursuant to one or more Plan options that are exercisable within 60 days of the
date of this prospectus.

(5) Includes 47,500 shares that are not currently outstanding, but may be issued
pursuant to one or more Plan options that are exercisable within 60 days of the
date of this prospectus.

(6) Includes 37,500 shares that are not currently outstanding, but may be issued
pursuant to one or more Plan options that are exercisable within 60 days of the
date of this prospectus.

                              PLAN OF DISTRIBUTION

         The selling shareholders or their respective pledgees, donees,
transferees or other successors-in-interest:

         o        may sell shares of common stock offered hereby by delivery of
                  this prospectus from time to time in one or more transactions
                  (which may involve block transactions) on the Nasdaq SmallCap
                  Market service or on such other market on which the common
                  stock may from time to time be trading;



                                       12
<PAGE>

         o        may sell the shares offered hereby in privately negotiated
                  transactions, may sell shares of common stock short and (if
                  such short sales were effected pursuant hereto and a copy of
                  this prospectus delivered therewith) deliver the shares
                  offered hereby to close out such transactions;

         o        may engage in the sale of such shares through equity-swaps or
                  the purchase or sale of options; and/or

         o        may pledge the shares offered hereby to a broker or dealer or
                  other financial institution, and upon default, the broker or
                  dealer may effect sales of the pledged shares by delivery of
                  this prospectus or as otherwise described herein or any
                  combination thereof.

         The sale price to the public may be the market price for common stock
prevailing at the time of sale, a price related to such prevailing market price,
at negotiated prices or such other price as the selling shareholders determine
from time to time. The shares offered hereby may also be sold pursuant to Rule
144 under the Securities Act without delivery of this prospectus. The selling
shareholders will have the sole discretion not to accept any purchase offer or
make any sale of shares if they deem the purchase price to be unsatisfactory at
any particular time. There can be no assurance that all or any part of the
shares offered hereby will be sold by the selling shareholders.

         The selling shareholders or their respective pledgees, donees,
transferees or other successors-in-interest may also sell the shares directly to
market makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. These broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling shareholders
and/or the purchasers of shares for whom the broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling security holder will attempt to
sell shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price.

         The selling shareholders, alternatively, may sell all or any part of
the shares offered hereby through an underwriter. No selling shareholder has
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into. If a selling shareholder
enters into such an agreement or agreements, the relevant details will be set
forth in a supplement or revisions to this prospectus. To the extent required,
we will amend or supplement this prospectus to disclose material arrangements
regarding the plan of distribution.

         The selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Therefore, any selling
shareholder that may be deemed to be an underwriter will be subject to
prospectus delivery requirements under the Securities Act. Any broker-dealers
who act in connection with the sale of the shares hereunder may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
they receive and proceeds of any sale of the shares may be deemed to be
underwriting discounts and commissions under the Securities Act.



                                       13
<PAGE>

         To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers. Under applicable rules
and regulations promulgated under the Securities Exchange Act of 1934, as
amended, any person engaged in a distribution of the shares of common stock
covered by this prospectus may be limited in its ability to engage in market
activities with respect to such shares. The selling shareholders, for example,
will be subject to the applicable provisions of the Securities Exchange Act of
1934, as amended and the rules and regulations promulgated thereunder,
including, without limitation, Regulation M, which provisions may restrict
certain activities of the selling shareholders and limit the timing of purchases
and sales of any shares of common stock by the selling shareholders.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified exceptions or
exemptions. The foregoing may affect the marketability of the shares offered by
this prospectus.

         We have agreed to pay certain expenses of the offering and issuance of
the shares of common stock covered by this prospectus, including the printing,
legal and accounting expenses we incur and the registration and filing fees
imposed by the SEC.

         Upon a sale of common stock pursuant to this registration statement of
which this prospectus forms a part, the common stock will be freely tradable in
the hands of persons other than our affiliates. We will not pay brokerage
commissions or taxes associated with sales by the selling shareholders.

         This offering will terminate on the earlier of (a) the date on which
the shares are eligible for resale without restrictions in accordance with Rule
144(k) under the Securities Act or (b) the date on which all shares offered by
this prospectus have been sold by the selling shareholders.

                        SEC'S POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Our certificate of incorporation provides that we will undertake to
indemnify our officers, directors, employees and agents against certain
liabilities and expenses incurred by them in any proceeding commenced against
them in those capacities if they acted in good faith and in a manner the
reasonably believed to be in or not opposed to our best interests. However, if
such proceedings are commenced by us, or by another in our right, no
indemnification shall be provided in respect of any claim, issue or matter as to
which such officer, director, employee or agent shall have been adjudged to be
liable to us, unless and only to the extent that the Superior Court of the State
of New Jersey or the court in which such proceeding was brought shall determine
upon application that despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Superior Court or such other court shall deem
proper.



                                       14
<PAGE>

         Our certificate of incorporation also provided that, to the fullest
extent permitted by law, none of our officers or directors shall be personally
liable to us or our shareholders for monetary damages for breach of any duty
owed to as an officer or director, except with respect to

         o        a breach of such person's duty of loyalty to us or our
                  shareholders;

         o        acts or omissions not in good faith or involving a knowing
                  violation of law; or

         o        resulting in receipt by such person of an improper personal
                  benefit.

         Our Bylaws provide that every person who is or was our director,
officer, employee or agent, or any person who serves or has served in any
capacity with any other enterprise at our request, if the Board of Directors, in
the exercise of its sole discretion so determines, may be indemnified by us to
the fullest extent permitted by law.

         We have entered into agreements with each of our directors and
executive officers that, in addition to providing for their indemnification,
also obligates us to pay their reasonable expenses, which include attorneys'
fees, incurred by them in connection with the defense of proceedings for which
indemnification may be available to them.

         We maintain liability insurance on behalf of any person who is or was
our director, officer, employee or agent and any person who serves or served as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise at our request.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to any of our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC 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 us of expenses incurred or paid by any director, officer or
controlling person of the Company 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, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

         There is no pending litigation or proceeding involving a director or
officer as to which indemnification is being sought. We are not aware of any
pending or threatened litigation that may result in claims for indemnification
by any director or officer.



                                       15
<PAGE>

                                  LEGAL MATTERS

         The validity of the shares of common stock offered by this prospectus
has been passed upon for us by Arent Fox PLLC, New York, New York.


                                     EXPERTS

         The Consolidated Financial Statements of Mikron Infrared, Inc.
incorporated by reference in this Prospectus constituting a part of this
Registration Statement, have been audited by BDO Seidman, LLP, independent
registered public accounting firm, to the extent and for the periods set forth
in their reports incorporated herein by reference, and are incorporated herein
in reliance upon such reports given upon the authority of said firm as experts
in auditing and accounting.

                       WHERE YOU CAN FIND MORE INFORMATION

         The SEC allows us to "incorporate by reference" into this prospectus
some of the information we have already filed with the SEC. As a result, we can
disclose important information to you by referring you to those documents. These
incorporated documents contain important business and financial information
about us that is not contained in or delivered with this prospectus. The
information incorporated by reference is considered to be part of this
prospectus. Moreover, later information filed with the SEC by us in the future
will update and supersede this information and similarly, be considered to be a
part of this prospectus. We incorporate by reference:

         o        our Annual Report on Form 10-KSB for the year ended October
                  31, 2003;

         o        our Quarterly Report on Form 10-QSB for the quarter ended
                  January 31, 2004

         o        our Quarterly Report on Form 10-QSB for the quarter ended
                  April 30, 2004

         o        the Proxy Statement for our Annual Meeting of Shareholders
                  held on April 26, 2004;

         o        our Quarterly Report on Form 10-Q for the quarter ended July
                  31, 2004; and

         o        the description of our common stock contained in our
                  Registration Statement on Form SB-2 filed on December 9, 2003.

         In addition, all documents filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended after the
date of this prospectus and prior to the termination of the offering shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or incorporated herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus. Subject to the foregoing, all information appearing in this
prospectus is qualified in its entirety by the information appearing in the
documents incorporated by reference herein.



                                       16
<PAGE>

         Copies of all documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents), will be provided without charge to any person,
without charge, upon written or oral request. Requests for such copies should be
directed to us at 16 Thornton Road, Oakland, New Jersey 07436, Attention: Chief
Financial Officer, telephone: (201) 405-0900.

         We file reports, proxy statements and other information with the SEC.
Copies of these reports, proxy statements and other information may be inspected
and copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of these materials can also be
obtained from the Public Reference Room of the SEC by mail at prescribed rates.
For more information about the public reference facilities of the SEC, you can
call the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains
the information that we have filed with them. The address of the SEC's website
is http://www.sec.gov.

         We have filed with the SEC a registration statement on Form S-8 under
the Securities Act covering the sale of the common stock offered in this
prospectus. This prospectus is part of that registration statement. This
prospectus does not contain all of the information included in the registration
statement or in the exhibits to the registration statement. For further
information about us and the securities offered by this prospectus, you should
read the registration statement and the exhibits filed with the registration
statement. You may obtain copies of the registration statement and exhibits from
the SEC upon payment of a fee prescribed by the SEC or examine the documents,
free of charge, at the public reference facilities or Internet website referred
to above.

NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES
PURSUANT TO THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH OR
INCORPORATED INTO THIS PROSPECTUS BY REFERENCE OR IN OUR AFFAIRS SINCE THE DATE
OF THIS PROSPECTUS.


                                       17
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents that we filed with the SEC are incorporated
herein by reference:

         o        our Annual Report on Form 10-KSB for the year ended October
                  31, 2003;

         o        our Quarterly Report on Form 10-QSB for the quarter ended
                  January 31, 2004

         o        our Quarterly Report on Form 10-QSB for the quarter ended
                  April 30, 2004

         o        the Proxy Statement for our Annual Meeting of Shareholders
                  held on April 26, 2004;

         o        our Quarterly Report on Form 10-Q for the quarter ended July
                  31, 2004; and

         o        the description of our common stock contained in our
                  Registration Statement on Form SB-2 filed on December 9, 2003.

         All documents filed by us pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended subsequent to the
filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 14A:3-5 of the Business Corporation Act of the State of New
Jersey provides for the indemnification of a director or officer under certain
circumstances against reasonable expenses, including attorney's fees actually
and necessarily incurred in connection with the defense of a proceeding brought
against him or her by reason of his or her being a director or officer.

         We have entered into indemnity agreements with all of our directors and
executive officers. Those indemnity agreements provide that our officers and
directors will be indemnified to the fullest extent permitted by our certificate
of incorporation and/or New Jersey law, as amended from time to time, and that
absent an adjudication of willful misconduct, breach of a duty of loyalty to us
or conduct which results in a personal profit to which a particular officer or
director is not legally entitled, our directors and officers shall be
indemnified against all expenses (including attorneys' fees), judgments, fines
and settlement amounts paid or incurred in defending any proceeding on account
of their services as a director or officer of our company (or any other company
when they are serving in such a capacity at our request).



                                      II-1
<PAGE>

         We would not be liable under the indemnity agreements in respect of any
suit in which judgment is rendered against the indemnitee for any transaction in
violation of Section 16(b) of the Securities Exchange Act of 1934. The indemnity
agreements also provide for advance payment of indemnifiable expenses without
requiring a case-by-case determination of whether such expenses should be paid.

         Under these agreements the right to advance payment is also subject to
the obligation to reimburse us if it is found that such person was not entitled
to such indemnification.

         We maintain liability insurance on behalf of any person who is or was
our director, officer, employee or agent or who serves or served as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise at our request as permitted under Article XI of our
By-laws.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

3.1      Certificate of Incorporation, as amended through September 29, 1989,
         incorporated herein by reference to Exhibit (3)-2 to our Registration
         Statement on form S-18 (No. 33-2653-NY) (the "S-18 Registration
         Statement").

3.2      Certificate of Amendment to our Certificate of Incorporation, effective
         October 13, 1989, incorporated herein by reference to Exhibit (3)-3 to
         the S-18 Registration Statement.

3.3      Certificate of Amendment to our Certificate of Incorporation, effective
         August 31, 1999, incorporated herein by reference to Exhibit 3.3 to our
         Annual Report on Form 10-K for the fiscal year ended October 31, 1999.

3.4      Certificate of Amendment to our Certificate of Incorporation, effective
         June 19, 2002

3.5      Our By-laws, incorporated herein by reference to Exhibit 3.4 to our
         Registration Statement on Form SB-2 December 9, 2003 (the "SB-2
         Registration Statement").

4.1      Specimen common stock certificate, incorporated herein by reference to
         Exhibit (4)-1 of the S-18 Registration Statement.

4.2      Amended and Restated Omnibus Stock Incentive Plan, incorporated herein
         by reference to Exhibit 4.2 to our SB-2 Registration Statement.



                                      II-2
<PAGE>

4.3      Option for the Purchase of Shares of Common Stock dated the 27th day of
         October, 1999 granted by us to John Chynoweth

5.1      Opinion and consent of our counsel

23.1     Consent of BDO Seidman, LLP

23.2     Consent of our counsel (included in Exhibit 5.1)

24.1     Power of Attorney (See p. II-5)

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a) Rule 415 Offering.

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
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



                                      II-3
<PAGE>

         (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) Filings incorporating subsequent Exchange Act documents by
reference. 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) Filing of Registration Statement on Form S-8. 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 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.



                                      II-4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oakland, State of New Jersey, on September 30, 2004.


                                MIKRON INFRARED, INC.

                                By: /s/ Gerald D. Posner
                                    ---------------------------------------
                                        GERALD D. POSNER
                                        CHIEF EXECUTIVE OFFICER


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gerald D. Posner and Paul A.
Kohmescher and each of them acting individually, as his true and lawful
attorneys-in-fact and agents, each with full power of substitution, for him in
any and all capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments or any abbreviated registration
statement and any amendments thereto filed pursuant to Rule 462(b) increasing
the number of securities for which registration is sought, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, with full power of each to act alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on behalf of the
Registrant and in the capacities and on the date indicated.



<TABLE>
       SIGNATURE                                   CAPACITIES                             DATE
       ---------                                   ----------                             ----
<S>                                     <C>                                             <C>
                                      Chief (Principal) Executive Officer;
     /s/ Gerald D. Posner                             Director                       Sept. 30, 2004
--------------------------------
   GERALD D. POSNER

                                         Vice President; Chief Financial
    /s/ Paul A. Kohmescher                Officer and Principal Accounting           Sept. 30, 2004
--------------------------------                     Officer
  PAUL A. KOHMESCHER

                                       Executive Vice President; Director
    /s/ Dennis L. Stoneman                                                           Sept. 30, 2004
--------------------------------
  DENNIS L. STONEMAN

                                        Chief Technical Officer; Director
     /s/ Keikhosrow Irani                                                            Sept. 30, 2004
--------------------------------
   KEIKHOSROW IRANI

                                                    Director
    /s/ Lawrence C. Karlson                        (Chairman)                        Sept. 30, 2004
--------------------------------
  LAWRENCE C. KARLSON

                                                    Director
   /s/ William J. Eckenrode                                                          Sept. 30, 2004
--------------------------------
 WILLIAM J. ECKENRODE

                                                    Director
      /s/ Henry M. Rowan                                                             Sept. 30, 2004
--------------------------------
    HENRY M. ROWAN

</TABLE>


                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 70698}]
{"company-data": {"conformed-name": "MIKRON INFRARED INC", "cik": "0000787809", "assigned-sic": "3823", "irs-number": "221895668", "state-of-incorporation": "NJ", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119400", "film-number": "041054984"}, "business-address": {"street1": "16 THORNTON ROAD", "city": "OAKLAND", "state": "NJ", "zip": "07436", "phone": "2014050900"}, "mail-address": {"street1": "16 THORNTON ROAD", "city": "OAKLAND", "state": "NJ", "zip": "07436"}, "former-company": {"former-conformed-name": "MIKRON INSTRUMENT CO INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 30, 2004

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              MIKRON INFRARED, INC.
--------------------------------------------------------------------------------
      (Exact name of Registrant as Specified in Its Governing Instruments)

                                16 THORNTON ROAD
                            OAKLAND, NEW JERSEY 07436
                                 (201) 405-0900
--------------------------------------------------------------------------------
   (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

                              MIKRON INFRARED, INC.
                AMENDED AND RESTATED OMNIBUS STOCK INCENTIVE PLAN
            AND ONE OPTION FOR THE PURCHASE OF SHARES OF COMMON STOCK
                              (Full Title of Plan)

                              MR. GERALD D. POSNER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              MIKRON INFRARED, INC.
                                16 THORNTON ROAD
                            OAKLAND, NEW JERSEY 07436
                                 (201) 405-0900
--------------------------------------------------------------------------------
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of
                               Agent for Service)

                                   Copies to:

                             Steven D. Dreyer, Esq.
                                 Arent Fox PLLC
                                  1675 Broadway
                            New York, New York 10019
                                 (212) 484-3917
CALCULATION OF REGISTRATION FEE
------------------------- ------------------------- ----------------------- ----------------------- ------------------
 TITLE OF EACH CLASS OF   AMOUNT TO BE REGISTERED      PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
    SECURITIES TO BE                                  OFFERING PRICE PER      AGGREGATE OFFERING    REGISTRATION FEE
       REGISTERED                                         SHARE (2)               PRICE (2)
------------------------- ------------------------- ----------------------- ----------------------- ------------------
Common Stock, $.003 par        1,018,000 (1)                $4.16                 $4,234,880             $536.56
value
------------------------- ------------------------- ----------------------- ----------------------- ------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c), (h)(1) and (h)(3), based on the average of the high
and low prices for our Common Stock as reported on the Nasdaq SmallCap Market on
September 28, 2004.
EXPLANATORY NOTE

         Pursuant to this Registration Statement, we are registering 978,000
shares of our common stock issuable under our Amended and Restated Omnibus Stock
Incentive Plan, and the unexercised balance of 40,000 shares of our common stock
that are issuable pursuant to an option for the purchase of 50,000 shares of
common stock granted to one of our employees.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus to be used for offers and sales of our Common Stock
covered by this Registration Statement has been omitted in accordance with the
Note to Part I of Form S-8.
PART IA

PROSPECTUS

                                 978,000 SHARES

                              MIKRON INFRARED, INC.

                                  COMMON STOCK

         This prospectus is being used in connection with the offering from time
to time by our employees and non-employee directors, who are considered for
purposes of this prospectus to be selling shareholders, who may be deemed our
"affiliates" as defined in Rule 405 under the Securities Act of 1933, as
amended, of shares of our common stock that have been or may be acquired by them
pursuant to our Amended and Restated Omnibus Stock Incentive Plan.

         Our common stock is traded on the Nasdaq SmallCap Market under the
symbol MIKR. On September 28, 2004, the closing price of the common stock on the
Nasdaq SmallCap Market was $4.26 per share.

INVESTMENT IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE
OF RISK. YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 5 IN
DETERMINING WHETHER TO PURCHASE THE COMMON STOCK.

         The selling shareholders may sell the shares of common stock described
in this prospectus in public or private transactions, on or off the Nasdaq
SmallCap Market, at prevailing market prices, or at privately negotiated prices.
The selling shareholders may sell shares directly to purchasers or through
brokers or dealers. Brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders. For more
information on how the shares may be distributed, see "Plan of Distribution" on
page 12.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person has been authorized to give any information or to make any
representation, other than those in this prospectus, in connection with the
offer contained in this prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by us. This
prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any of the securities offered hereby in any state to or from any person
to whom it is unlawful to make or solicit such an offer in such state.

               The date of this Prospectus is September 30, 2004.

                                       1
TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----

Overview of Our Business..................................................    3
Risk Factors..............................................................    5
Use of Proceeds...........................................................   11
Selling Shareholders......................................................   11
Plan of Distribution......................................................   12
SEC's Position on Indemnification for Securities Act Liabilities..........   14
Legal Matters.............................................................   16
Experts...................................................................   16
Where You Can Find More Information.......................................   16

                                    .........

         Throughout this prospectus, the "Company," "we," "us," and "our," and
other possessive and other derivations thereof, refer to Mikron Infrared, Inc.
and its consolidated subsidiaries, unless the context otherwise requires.

         This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission ("SEC"). We may amend or supplement this
prospectus from time to time by filing amendments or supplements as required.
PLEASE READ THIS ENTIRE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS CAREFULLY
BEFORE MAKING YOUR INVESTMENT DECISION TO PURCHASE SHARES IN THIS OFFERING. You
should rely only on the information provided in, and incorporated by reference
into, this prospectus. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document. We have authorized no one to provide you with different information.

                           FORWARD-LOOKING STATEMENTS

         In our effort to make the information in this prospectus more
meaningful, this prospectus contains or incorporates by reference both
historical and forward-looking statements. All statements other than statements
of historical fact are forward-looking statements within the meanings of Section
27A of the Securities Act of 1933, and Section 21E of the Securities Exchange
Act of 1934. Forward-looking statements in or incorporated by reference into
this prospectus are not based on historical facts, but rather reflect the
current expectations of our management concerning future results and events.

                                       2
The forward-looking statements generally can be identified by the use of
terms such as "believe," "expect," "anticipate," "intend," "plan," "foresee,"
"likely," "will" or other similar words or phrases. Similarly, statements that
describe our objectives, plans, or goals are, or may be, forward-looking
statements.

      Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of Mikron to be different from any future results, performance and achievements
expressed or implied by these statements. You should review carefully all
information, including the financial statements and the notes to the financial
statements incorporated by reference into this prospectus. In addition to the
factors discussed under "Risk Factors," the following important factors could
affect future results, causing the results to differ materially from those
expressed in the forward-looking statements in this prospectus:

      o     general and market-specific economic and business conditions, both
            nationally and internationally;

      o     our acquisition opportunities and our ability to integrate
            acquisitions;

      o     our expectations and estimates concerning future financial
            performance;

      o     our ability to obtain sufficient supplies of critical components;

      o     our ability to respond to the rapid technological change in the
            markets in which we compete;

      o     our ability to successfully introduce new or enhanced products;

      o     financing plans and the impact of competition;

      o     economic and other disruptions and uncertainties resulting from the
            post-9/11 war on terrorism, including military action such as the
            conflict in Iraq that commenced earlier this year, new terrorist
            attacks, actual or threatened, and related political events; and

      o     anticipated trends in our business, including those described in the
            information contained in the Management's Discussion and Analysis
            section of our Reports on SEC Forms 10-KSB and 10-QSB which have
            been and shall be incorporated by reference into this prospectus.

      These factors are not necessarily all of the important factors that could
cause actual results to differ materially from those expressed in the
forward-looking statements in this prospectus. Other unknown or unpredictable
factors also could have material adverse effects on the future results of
Mikron.

                            OVERVIEW OF OUR BUSINESS

      We have been developing, manufacturing, marketing and servicing equipment
and instruments for non-contact temperature measurement since 1969. Our products
employ infrared sensing technologies to measure the temperature of moving
objects, or stationary objects in environments or situations where contact
temperature measurement would be difficult, hazardous or impracticable, and
wherever rapid temperature changes must be accurately tracked instantaneously.
Our product offerings include

                                       3
o     hand-held infrared thermometers which are predominantly used in
            industrial quality control and maintenance applications;

      o     "fixed" infrared thermometers which are incorporated as integral
            components of production equipment used by laboratories and original
            equipment manufacturers, both domestic and foreign;

      o     high resolution thermal imaging products;

      o     "blackbody" radiation calibration sources, which are instruments
            that provide the user with an extremely precise temperature source
            that is employed to calibrate infrared thermometers, radiometers,
            heat flux meters, thermal imaging systems, spectrographic analyzers
            and other precision instruments that must be calibrated to a known,
            highly precise temperature standard; and

      o     a variety of accessories and optional equipment for our infrared
            temperature measurement products.

      Our infrared thermometry products and accessories are used industrially:

      o     in manufacturing processes to measure the process temperature of
            metals, wood, plastics, paper, textiles, rubber, glass, ceramics,
            food and chemicals;

      o     for condition monitoring and preventative and predictable
            maintenance purposes to check temperatures of kiln walls, heat
            exchangers, boilers, engines, compressors, transmissions, bearings,
            gears, pumps, steam lines and traps, transformers, electrical switch
            gear;

      o     for heat loss prevention; and

      o     for quality control to test the temperature and integrity of
            electronic equipment, electrical components and circuitry,
            insulation, and cooling and heating systems.

      Our E2Technology lines of infrared thermometers and systems are based upon
technologies and designs developed by E Square Technologies Corp. ("E2T"), a
California-based company we acquired in May 2000. We market our E2Technology
lines of products under our Pulsar and Quasar brand names for use in a variety
of applications and industries, including hazardous waste incinerators,
furnaces, rotating kilns, high temperature reactors, glass plants, chemical
plants, pulp mills, steel mills, petrochemical plants and oil and gas
refineries.

      Our European subsidiary companies - the IMPAC companies - were acquired in
November 2002. They also develop, manufacture, sell and service various models
of:

                                       4
o        portable and fixed non-contact temperature measurement devices
                  that have been engineered for measurement of temperatures
                  ranging from minus 32(degree) C to 3,500(degree) C in more
                  than 1,500 industrial apPlications;

         o        portable contact temperature measurement devices that measure
                  temperatures ranging from minus 200(degree) C to 1,300(degree)
                  C; and

         o        blackbody calibration sources.

         We sell the products that we manufacture in the United States under the
Mikron(R), IR-Man(R), Pyrovision(R), Infracouple(R) and Spyglass(R) registered
brand names. Those products are sold through a network of approximately 100
independent sales representatives located throughout the world.

         The IMPAC companies sell their products under the impac(R),
Infratherm(R) and Tastotherm(R) registered brand names through a direct sales
force in Germany, and through sales offices maintained by our subsidiary, IMPAC
France Sarl in France and by our English subsidiary, IMPAC Infrared Ltd. in
Great Britain. Throughout the rest of the world, the IMPAC companies sell their
products via a network of sales representatives.

         We are a New Jersey corporation. The address of our principal executive
office is: 16 Thornton Road, Oakland, New Jersey 07436. The telephone and
facsimile numbers at that office are: (201) 405-0900 and (201) 405-0090.
Information about us is available on the internet at www.mikroninfrared.com,
www.irimaging.com and www.ir-impac.com.

                                  RISK FACTORS

         An investment in our common stock involves risks. You should read and
carefully consider the following risk factors in addition to all other
information in this prospectus before making an investment in our common stock.

Fluctuations in our quarterly and annual operating results make it difficult to
predict our future performance

         Our quarterly and annual operating results are likely to fluctuate in
the future due to a variety of factors, some of which are beyond our control. As
a result of the fluctuations in our quarterly operating results, we believe that
quarter-to-quarter comparisons of our operating results are not necessarily
meaningful and should not be relied upon as indicators of future performance.
Factors that may affect our future operating results include:

         o        the timing, number and size of orders from, and shipments to,
                  our customers, as well as the relative mix of those orders;

         o        the timing and market acceptance of our or our competitors'
                  new products, product enhancements or technologies;

         o        changes in our or our competitors' pricing policies;

                                       5
o        the timing and amount of any inventory write downs;

         o        our ability to obtain sufficient supplies of critical
                  components;

         o        foreign currency fluctuations;

         o        costs associated with the acquisition of other businesses,
                  product lines or technologies;

         o        our ability to integrate acquired businesses, product lines or
                  technologies; and

         o        general economic conditions, both domestically and
                  internationally.

Our future success will depend on our ability to respond to the rapid
technological change in the markets in which we compete

         The markets for single point temperature measurement and thermal
imaging equipment are characterized by rapid technological developments and
frequent new product introductions, enhancements and modifications. Our success
will depend in large part on our ability to develop new technologies that
anticipate changing customer requirements. We may need to make substantial
capital expenditures and incur significant research and development costs to
develop and introduce new products and enhancements. If we fail to timely
develop and introduce new technologies, our business, financial condition and
results of operations would be adversely affected. From time to time, we or our
competitors may announce new products, product enhancements or technological
innovations that have the potential to replace or shorten the life cycles of our
products and that may cause customers to defer purchasing our existing products,
resulting in inventory obsolescence.

We must successfully introduce new or enhanced products to be successful

         Our future success depends on our ability to continue to improve our
existing products and to develop new products using the latest technology that
can satisfy customer requirements. For example, we believe that our long term
success will depend on increasing acceptance of our line of thermal imaging
systems, sales of which we expect to generate a substantial amount of our annual
revenue. We are also investing a significant amount of our financial resources
in the enhancement of some of our other existing products. We cannot be certain
that we will successfully complete these enhancements within the necessary time
period or that customers will accept our new products, or any future products.
Our failure to complete the enhancement of these products or the failure of our
current or future products to gain or maintain market acceptance could have a
material adverse effect on our business, financial condition and results of
operations.

Competition in the market for thermal imaging equipment is intense and our
failure to compete effectively would adversely affect our business

                                       6
Competition in the markets for our products is intense. The speed with
which companies can identify new applications for non-contact temperature
measurement systems and devices, develop products to meet those needs and supply
commercial quantities at low prices to the market are important competitive
factors. We believe the principal competitive factors in our markets are product
features, reliability and price. In the case of our thermal imaging systems, a
further factor affecting our ability to compete is the availability of
microbolometers from the limited number of manufacturers who can supply that
device in quantities sufficient to meet our needs. Additionally, our products
compete indirectly with other lower cost products, such as thermocouples.
Finally, many of our competitors have greater financial, technical, research and
development and marketing resources than we do. All of these factors result in
greater challenges from our existing competitors as well as increasing
competition from new competitors and require us to continue to invest in, and
focus on, research and development and new product innovation. No assurance can
be given that we will be able to compete effectively in the future, which would
have a material adverse effect on our business, financial condition and results
of operations.

Dependence on limited source suppliers of components of our products exposes us
to risks that could result in delays in satisfying customer demand, increased
costs and loss of revenue

         In some cases, we rely on a limited source of suppliers to provide
certain components for our products. Accordingly, we could experience a shortage
in the supply of some of our components. In particular, we acquire the
microbolometers or uncooled focal plane arrays that we integrate into our
Mikroscan thermal imaging product lines from two third party sources of that
component. Our business, financial condition and results of operations could be
materially and adversely affected in the event that either (i) the number of
microbolometers delivered to us is insufficient to satisfy our requirements or
(ii) we are obligated to purchase microbolometers in excess of the number we
require.

         Based on past experience, we expect to occasionally receive late
deliveries or to experience inadequate supplies of certain components. If the
components provided by any significant supplier were to become unavailable, our
manufacturing operations would be disrupted. Unless we could identify and
qualify acceptable replacement components or redesign our products with
different components, we might not be able to obtain necessary components on a
timely basis or at acceptable prices. Any extended interruption in the supply of
sole or limited source components would have a material adverse effect on our
business, financial condition and results of operations.

Our future success depends in part on attracting and retaining key senior
management and qualified technical and sales personnel

         Our future success depends on the efforts and continued services of our
key executives and our ability to attract and retain qualified technical and
sales personnel. Significant competition exists for such personnel and we cannot
assure the retention of our key technical and sales personnel or our ability to
attract, assimilate and retain other highly qualified technical and sales
personnel as may be required in the future. We also cannot assure that employees
will not leave and subsequently compete against us. If we are unable to attract
and retain key personnel, our business, financial condition and results of
operations could be adversely affected.

                                       7
Any acquisition or equity investment we make could disrupt our business and harm
our financial condition and results of operations

         We have in the past, and may in the future, acquire complementary
businesses or technologies or enter into joint ventures. We may experience
difficulties in assimilating the personnel, operations, products and technology
acquired in any future acquisitions or investments we make. Additionally, we
could lose the key personnel from any of the companies that we acquire, incur
unanticipated costs and assume new liabilities. Any of these difficulties could
disrupt our ongoing business, distract our management and employees and increase
our expenses. Furthermore, we might have to incur additional debt or issue
additional equity securities to pay for any future acquisitions. The issuance of
any additional equity securities could dilute our existing shareholders'
ownership. No assurance can be given that we will realize the anticipated
benefits of any acquisition or that such acquisition will not have a material
adverse effect on our business, financial condition and results of operations.

We face risks from international sales and currency fluctuations

         We market and sell our products worldwide. As a result of our recent
acquisition of the IMPAC companies, we anticipate that international sales will
account for an increasingly significant portion of our revenue. For the year
ended October 31, 2003 and the nine months ended July 31, 2004, international
sales accounted for 51% and 55%, respectively, of our net sales revenue. Our
international sales are subject to a number of risks, including:

         o        the imposition of governmental controls;

         o        restrictions on the export of critical technology;

         o        trade restrictions;

         o        difficulty in collecting receivables;

         o        inadequate protection of intellectual property;

         o        labor union activities;

         o        changes in tariffs and taxes;

         o        difficulties in staffing and managing international
                  operations;

         o        political and economic instability; and

         o        general economic conditions.

         Historically, currency fluctuations have not materially affected our
operating results. However, as a result of the increasing significance of sales
made by, and the operating expenses incurred by the IMPAC companies in
currencies other than US dollars, changes in the value of foreign currencies in
which our and their sales are denominated or the costs incurred by us and by
them could in the future cause fluctuations in our operating results.
Historically, the majority of our international sales have been denominated in
U.S. dollars. We expect that to change as a result of the IMPAC companies
acquisition. With respect to international sales denominated in U.S. dollars, a
decrease in the value of foreign currencies relative to the U.S. dollar could
make our products less price-competitive. The same may prove to be true with
regard to the relative competitiveness of our IMPAC products in the event of a
decrease in the Euro relative to the U.S dollar. No assurance can be given that
these factors will not have a material adverse effect on our future
international sales and operations and, consequently, on our business, financial
condition and results of operations.

                                       8
We may not be successful in maintaining and obtaining the necessary licenses to
conduct operations abroad, and Congress may prevent proposed sales to foreign
governments

         Licenses are required from government agencies under the Export
Administration Act, the Trading with the Enemy Act of 1917 and the Arms Export
Control Act of 1976 for export of some of our products. We can give no assurance
that we will be successful in obtaining these licenses. Failure to obtain or
delays in obtaining these licenses would prevent or delay us from selling our
products outside the United States and would have a material adverse effect on
our business, financial condition and results of operations.

Our products may suffer from defects or errors leading to substantial damage or
warranty claims

         Our products use complex system designs and components that may contain
errors or defects, particularly when we incorporate new technology into our
products or release new versions. While we have not yet had to recall a product,
if any of our products are defective, we might be required to redesign or recall
those products or pay substantial damages or warranty claims. Such an event
could result in significant expenses, disrupt sales and affect our reputation
and that of our products which would have a material adverse effect on our
business, financial condition and results of operations. Furthermore, product
defects could result in substantial product liability. We maintain product
liability insurance, but cannot be certain that it is adequate or will remain
available on acceptable terms.

Our inability to protect our intellectual property and proprietary rights and
avoid infringing the rights of others could harm our competitive position and
our business

         Our ability to compete successfully and achieve future revenue growth
depends, in part, on our ability to protect our proprietary technology and
operate without infringing the rights of others. To accomplish this, we rely on
trademark and trade secret laws, confidentiality agreements, contractual
provisions and, to a lesser degree, on patents, to protect our proprietary
rights. Virtually all of our proprietary rights are held in confidence as trade
secrets and are not covered by patents, making them more difficult to protect.
We do not currently hold any United States patents. Two applications for United
States patents covering certain aspects of our technologies are presently
pending. If those applications are granted, we cannot be certain that our
patents or the trademarks that we hold will not be challenged or circumvented by
competitors. Likewise, we cannot be certain that measures taken to protect our
proprietary rights will adequately deter their misappropriation or disclosure.
We also cannot be certain that we will obtain additional patents or trademarks
on our technology. Any failure by us to meaningfully protect our intellectual
property could have a material adverse effect on our business, financial
condition and results of operations. Moreover, because intellectual property
does not necessarily represent a barrier to entry into the thermal imaging
industry, there can be no assurance that we will be able to maintain our
competitive advantage or that competitors will not develop capabilities equal or
superior to ours.

                                       9
Litigation over patents and other intellectual property is common in
our industry. We cannot assure you that we will not be the subject of patent or
other litigation in the future. Defending intellectual property lawsuits and
related legal and administrative proceedings could result in substantial expense
to us and significant diversion of effort of our personnel. An adverse
determination in a patent suit or in any other proceeding to which we may be a
party could subject us to significant liabilities. An adverse determination
could require us to seek licenses from third parties. If licenses were not
available on commercially reasonable terms or at all, our business could be
harmed.

Our stock price could fluctuate

         Trading in our common stock in the past has been characterized by
single digit prices at thin daily volumes with occasional volume spikes.
Furthermore, we are unaware that any analyst covers our stock. Such being the
case, many occurrences and events can materially change the price of our stock
on a given day or over a short period of time. Factors that may cause
fluctuations in our stock price include:

         o        fluctuations in our quarterly operating results;

         o        local, regional, national and international economic trends
                  that affect the purchasing capacities of our customers and
                  potential customers;

         o        new product announcements by us or our competitors;

         o        real or perceived changes in the markets for our products; and

         o        announcements by us, or our competitors, of new or enhanced
                  products or technological innovations or in the pricing of
                  products.

Future issuances of our common stock could dilute current shareholders and
adversely affect the market.

         We have the authority to issue up to 15,000,000 shares of common stock
and up to 1,000 shares of convertible preferred stock without shareholder
approval. We also have authority to issue options and warrants to purchase
shares of our common stock and preferred stock without shareholder approval.
These future issuances could be at values substantially below the price paid for
our common stock by our current shareholders.

Future sales of our common stock also could adversely affect the market.

                                       10
Future sales of our common stock into the market, including sales by
our officers, directors and principal shareholders, may also depress the market
price of our common stock. Sales of these shares of our common stock or the
market's perception that these sales could occur may cause the market price of
our common stock to fall. These sales also might make it more difficult for us
to sell equity or equity related securities in the future at a time and price
that we deem appropriate or to use equity as consideration for future
acquisitions. The exercise of outstanding options will dilute our common
shareholders and may depress the price of our common stock.

Provisions in our certificate of incorporation and New Jersey law may deter
takeover efforts that might be beneficial to shareholder value.

         We have the authority to issue up to 1,000 shares of convertible
preferred stock without shareholder approval. The issuance of convertible
preferred stock by our Board of Directors could adversely affect the rights of
the holders of our common stock. An issuance of convertible preferred stock
could result in a class of outstanding securities that would have preferences
with respect to voting rights and dividends and in liquidation over the common
stock and could, upon conversion or otherwise, have all of the rights of our
common stock. Our Board of Directors' authority to issue convertible preferred
stock could discourage potential takeover attempts or could delay or prevent a
change in control through merger, tender offer, proxy contest or otherwise by
making these attempts more difficult or costly to achieve.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares of common
stock offered under this prospectus. All of the shares of common stock being
offered are beneficially owned by the selling shareholders named in this
prospectus, although we may receive the exercise price in cash upon the exercise
of the options pursuant to which the shares of common stock offered under this
prospectus shall be acquired by the selling shareholders.

                              SELLING SHAREHOLDERS

         This prospectus relates to shares of common stock that have been or may
be acquired by the selling shareholders. The following table sets forth, as of
the date of this prospectus, the name and relationship to us of each selling
shareholder who is (or may be deemed to be) our affiliate, the number of shares
of common stock owned by each selling shareholder prior to the offering, the
number of those shares being offered for each selling shareholder's account, the
number of shares and the percentage of our common stock to be owned by each
selling shareholder after completion of the offering.
Percentage of Common
   Name of Selling         Number of Shares           Number of           Number of Shares        Stock Beneficially
  Security Holder and      Beneficially Owned                             Beneficially Owned            Owned
     Relationship           Before Offering          Shares Offered          After Offering        After Offering (1)
---------------------     --------------------       --------------      --------------------   ---------------------
Gerald D. Posner,
President and CEO               579,761 (2)              171,428                 408,333                 7.2
Dennis L. Stoneman,
Exec VP                         343,095 (3)                7,500                 335,595                 5.9
Paul A. Kohmescher, VP
and CFO                          25,000 (4)               20,000                   5,000                   -
Lawrence C. Karlson,
Director                        187,000 (5)               47,500                 139,500                 2.5
William J. Eckenrode,
Director                         67,500  (6)              37,500                  30,000                   -
Henry M. Rowan, Director         37,500 (6)               37,500                       0                   -
----------------------
- represents beneficial ownership of less than 1%

                                       11
(1) Based upon 5,641,056 shares assumed to be issued and outstanding which
includes 5,259,628 shares actually issued and outstanding on the date of this
prospectus plus an aggregate of 381,428 shares issuable pursuant to options that
may be exercised within 60 days of the date of this prospectus.

(2) Includes 171,428 shares that are not currently outstanding, but may be
issued pursuant to one or more Plan options that are exercisable within 60 days
of the date of this prospectus..

(3) Includes 46,000 shares jointly owned by Mr. Stoneman and his wife, Eileen,
as to which they share all voting and dispositive powers and 7,500 shares that
are not currently outstanding, but may be issued pursuant to one or more Plan
options that are exercisable within 60 days of the date of this prospectus. Does
not include 6,000 shares as to which Eileen Stoneman claims sole voting and
dispositive powers, 25,500 shares as to which Mr. Stoneman's son, Drew Stoneman,
and his wife, Lori Marino, claim shared voting and dispositive powers, 51,000
shares as to which Mr. Stoneman's son, Dennis Stoneman, Jr., and his wife,
Sandra, claim sole or shared voting and dispositive powers and 6,000 shares
as to which Mr. Stoneman's mother in law, Millie Merolla, claims sole voting and
dispositive powers.

(4) Includes 20,000 shares that are not currently outstanding, but may be issued
pursuant to one or more Plan options that are exercisable within 60 days of the
date of this prospectus.

(5) Includes 47,500 shares that are not currently outstanding, but may be issued
pursuant to one or more Plan options that are exercisable within 60 days of the
date of this prospectus.

(6) Includes 37,500 shares that are not currently outstanding, but may be issued
pursuant to one or more Plan options that are exercisable within 60 days of the
date of this prospectus.

                              PLAN OF DISTRIBUTION

         The selling shareholders or their respective pledgees, donees,
transferees or other successors-in-interest:

         o        may sell shares of common stock offered hereby by delivery of
                  this prospectus from time to time in one or more transactions
                  (which may involve block transactions) on the Nasdaq SmallCap
                  Market service or on such other market on which the common
                  stock may from time to time be trading;

                                       12
o        may sell the shares offered hereby in privately negotiated
                  transactions, may sell shares of common stock short and (if
                  such short sales were effected pursuant hereto and a copy of
                  this prospectus delivered therewith) deliver the shares
                  offered hereby to close out such transactions;

         o        may engage in the sale of such shares through equity-swaps or
                  the purchase or sale of options; and/or

         o        may pledge the shares offered hereby to a broker or dealer or
                  other financial institution, and upon default, the broker or
                  dealer may effect sales of the pledged shares by delivery of
                  this prospectus or as otherwise described herein or any
                  combination thereof.

         The sale price to the public may be the market price for common stock
prevailing at the time of sale, a price related to such prevailing market price,
at negotiated prices or such other price as the selling shareholders determine
from time to time. The shares offered hereby may also be sold pursuant to Rule
144 under the Securities Act without delivery of this prospectus. The selling
shareholders will have the sole discretion not to accept any purchase offer or
make any sale of shares if they deem the purchase price to be unsatisfactory at
any particular time. There can be no assurance that all or any part of the
shares offered hereby will be sold by the selling shareholders.

         The selling shareholders or their respective pledgees, donees,
transferees or other successors-in-interest may also sell the shares directly to
market makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. These broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling shareholders
and/or the purchasers of shares for whom the broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling security holder will attempt to
sell shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price.

         The selling shareholders, alternatively, may sell all or any part of
the shares offered hereby through an underwriter. No selling shareholder has
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into. If a selling shareholder
enters into such an agreement or agreements, the relevant details will be set
forth in a supplement or revisions to this prospectus. To the extent required,
we will amend or supplement this prospectus to disclose material arrangements
regarding the plan of distribution.

         The selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Therefore, any selling
shareholder that may be deemed to be an underwriter will be subject to
prospectus delivery requirements under the Securities Act. Any broker-dealers
who act in connection with the sale of the shares hereunder may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
they receive and proceeds of any sale of the shares may be deemed to be
underwriting discounts and commissions under the Securities Act.

                                       13
To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers. Under applicable rules
and regulations promulgated under the Securities Exchange Act of 1934, as
amended, any person engaged in a distribution of the shares of common stock
covered by this prospectus may be limited in its ability to engage in market
activities with respect to such shares. The selling shareholders, for example,
will be subject to the applicable provisions of the Securities Exchange Act of
1934, as amended and the rules and regulations promulgated thereunder,
including, without limitation, Regulation M, which provisions may restrict
certain activities of the selling shareholders and limit the timing of purchases
and sales of any shares of common stock by the selling shareholders.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified exceptions or
exemptions. The foregoing may affect the marketability of the shares offered by
this prospectus.

         We have agreed to pay certain expenses of the offering and issuance of
the shares of common stock covered by this prospectus, including the printing,
legal and accounting expenses we incur and the registration and filing fees
imposed by the SEC.

         Upon a sale of common stock pursuant to this registration statement of
which this prospectus forms a part, the common stock will be freely tradable in
the hands of persons other than our affiliates. We will not pay brokerage
commissions or taxes associated with sales by the selling shareholders.

         This offering will terminate on the earlier of (a) the date on which
the shares are eligible for resale without restrictions in accordance with Rule
144(k) under the Securities Act or (b) the date on which all shares offered by
this prospectus have been sold by the selling shareholders.

                        SEC'S POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Our certificate of incorporation provides that we will undertake to
indemnify our officers, directors, employees and agents against certain
liabilities and expenses incurred by them in any proceeding commenced against
them in those capacities if they acted in good faith and in a manner the
reasonably believed to be in or not opposed to our best interests. However, if
such proceedings are commenced by us, or by another in our right, no
indemnification shall be provided in respect of any claim, issue or matter as to
which such officer, director, employee or agent shall have been adjudged to be
liable to us, unless and only to the extent that the Superior Court of the State
of New Jersey or the court in which such proceeding was brought shall determine
upon application that despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Superior Court or such other court shall deem
proper.

                                       14
Our certificate of incorporation also provided that, to the fullest
extent permitted by law, none of our officers or directors shall be personally
liable to us or our shareholders for monetary damages for breach of any duty
owed to as an officer or director, except with respect to

         o        a breach of such person's duty of loyalty to us or our
                  shareholders;

         o        acts or omissions not in good faith or involving a knowing
                  violation of law; or

         o        resulting in receipt by such person of an improper personal
                  benefit.

         Our Bylaws provide that every person who is or was our director,
officer, employee or agent, or any person who serves or has served in any
capacity with any other enterprise at our request, if the Board of Directors, in
the exercise of its sole discretion so determines, may be indemnified by us to
the fullest extent permitted by law.

         We have entered into agreements with each of our directors and
executive officers that, in addition to providing for their indemnification,
also obligates us to pay their reasonable expenses, which include attorneys'
fees, incurred by them in connection with the defense of proceedings for which
indemnification may be available to them.

         We maintain liability insurance on behalf of any person who is or was
our director, officer, employee or agent and any person who serves or served as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise at our request.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to any of our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC 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 us of expenses incurred or paid by any director, officer or
controlling person of the Company 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, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

         There is no pending litigation or proceeding involving a director or
officer as to which indemnification is being sought. We are not aware of any
pending or threatened litigation that may result in claims for indemnification
by any director or officer.

                                       15
LEGAL MATTERS

         The validity of the shares of common stock offered by this prospectus
has been passed upon for us by Arent Fox PLLC, New York, New York.

                                     EXPERTS

         The Consolidated Financial Statements of Mikron Infrared, Inc.
incorporated by reference in this Prospectus constituting a part of this
Registration Statement, have been audited by BDO Seidman, LLP, independent
registered public accounting firm, to the extent and for the periods set forth
in their reports incorporated herein by reference, and are incorporated herein
in reliance upon such reports given upon the authority of said firm as experts
in auditing and accounting.

                       WHERE YOU CAN FIND MORE INFORMATION

         The SEC allows us to "incorporate by reference" into this prospectus
some of the information we have already filed with the SEC. As a result, we can
disclose important information to you by referring you to those documents. These
incorporated documents contain important business and financial information
about us that is not contained in or delivered with this prospectus. The
information incorporated by reference is considered to be part of this
prospectus. Moreover, later information filed with the SEC by us in the future
will update and supersede this information and similarly, be considered to be a
part of this prospectus. We incorporate by reference:

         o        our Annual Report on Form 10-KSB for the year ended October
                  31, 2003;

         o        our Quarterly Report on Form 10-QSB for the quarter ended
                  January 31, 2004

         o        our Quarterly Report on Form 10-QSB for the quarter ended
                  April 30, 2004

         o        the Proxy Statement for our Annual Meeting of Shareholders
                  held on April 26, 2004;

         o        our Quarterly Report on Form 10-Q for the quarter ended July
                  31, 2004; and

         o        the description of our common stock contained in our
                  Registration Statement on Form SB-2 filed on December 9, 2003.

         In addition, all documents filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended after the
date of this prospectus and prior to the termination of the offering shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or incorporated herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus. Subject to the foregoing, all information appearing in this
prospectus is qualified in its entirety by the information appearing in the
documents incorporated by reference herein.

                                       16
Copies of all documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents), will be provided without charge to any person,
without charge, upon written or oral request. Requests for such copies should be
directed to us at 16 Thornton Road, Oakland, New Jersey 07436, Attention: Chief
Financial Officer, telephone: (201) 405-0900.

         We file reports, proxy statements and other information with the SEC.
Copies of these reports, proxy statements and other information may be inspected
and copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of these materials can also be
obtained from the Public Reference Room of the SEC by mail at prescribed rates.
For more information about the public reference facilities of the SEC, you can
call the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains
the information that we have filed with them. The address of the SEC's website
is http://www.sec.gov.

         We have filed with the SEC a registration statement on Form S-8 under
the Securities Act covering the sale of the common stock offered in this
prospectus. This prospectus is part of that registration statement. This
prospectus does not contain all of the information included in the registration
statement or in the exhibits to the registration statement. For further
information about us and the securities offered by this prospectus, you should
read the registration statement and the exhibits filed with the registration
statement. You may obtain copies of the registration statement and exhibits from
the SEC upon payment of a fee prescribed by the SEC or examine the documents,
free of charge, at the public reference facilities or Internet website referred
to above.

NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES
PURSUANT TO THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH OR
INCORPORATED INTO THIS PROSPECTUS BY REFERENCE OR IN OUR AFFAIRS SINCE THE DATE
OF THIS PROSPECTUS.

                                       17
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents that we filed with the SEC are incorporated
herein by reference:

         o        our Annual Report on Form 10-KSB for the year ended October
                  31, 2003;

         o        our Quarterly Report on Form 10-QSB for the quarter ended
                  January 31, 2004

         o        our Quarterly Report on Form 10-QSB for the quarter ended
                  April 30, 2004

         o        the Proxy Statement for our Annual Meeting of Shareholders
                  held on April 26, 2004;

         o        our Quarterly Report on Form 10-Q for the quarter ended July
                  31, 2004; and

         o        the description of our common stock contained in our
                  Registration Statement on Form SB-2 filed on December 9, 2003.

         All documents filed by us pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended subsequent to the
filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 14A:3-5 of the Business Corporation Act of the State of New
Jersey provides for the indemnification of a director or officer under certain
circumstances against reasonable expenses, including attorney's fees actually
and necessarily incurred in connection with the defense of a proceeding brought
against him or her by reason of his or her being a director or officer.

         We have entered into indemnity agreements with all of our directors and
executive officers. Those indemnity agreements provide that our officers and
directors will be indemnified to the fullest extent permitted by our certificate
of incorporation and/or New Jersey law, as amended from time to time, and that
absent an adjudication of willful misconduct, breach of a duty of loyalty to us
or conduct which results in a personal profit to which a particular officer or
director is not legally entitled, our directors and officers shall be
indemnified against all expenses (including attorneys' fees), judgments, fines
and settlement amounts paid or incurred in defending any proceeding on account
of their services as a director or officer of our company (or any other company
when they are serving in such a capacity at our request).

                                      II-1
We would not be liable under the indemnity agreements in respect of any
suit in which judgment is rendered against the indemnitee for any transaction in
violation of Section 16(b) of the Securities Exchange Act of 1934. The indemnity
agreements also provide for advance payment of indemnifiable expenses without
requiring a case-by-case determination of whether such expenses should be paid.

         Under these agreements the right to advance payment is also subject to
the obligation to reimburse us if it is found that such person was not entitled
to such indemnification.

         We maintain liability insurance on behalf of any person who is or was
our director, officer, employee or agent or who serves or served as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise at our request as permitted under Article XI of our
By-laws.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

3.1      Certificate of Incorporation, as amended through September 29, 1989,
         incorporated herein by reference to Exhibit (3)-2 to our Registration
         Statement on form S-18 (No. 33-2653-NY) (the "S-18 Registration
         Statement").

3.2      Certificate of Amendment to our Certificate of Incorporation, effective
         October 13, 1989, incorporated herein by reference to Exhibit (3)-3 to
         the S-18 Registration Statement.

3.3      Certificate of Amendment to our Certificate of Incorporation, effective
         August 31, 1999, incorporated herein by reference to Exhibit 3.3 to our
         Annual Report on Form 10-K for the fiscal year ended October 31, 1999.

3.4      Certificate of Amendment to our Certificate of Incorporation, effective
         June 19, 2002

3.5      Our By-laws, incorporated herein by reference to Exhibit 3.4 to our
         Registration Statement on Form SB-2 December 9, 2003 (the "SB-2
         Registration Statement").

4.1      Specimen common stock certificate, incorporated herein by reference to
         Exhibit (4)-1 of the S-18 Registration Statement.

4.2      Amended and Restated Omnibus Stock Incentive Plan, incorporated herein
         by reference to Exhibit 4.2 to our SB-2 Registration Statement.

                                      II-2
4.3      Option for the Purchase of Shares of Common Stock dated the 27th day of
         October, 1999 granted by us to John Chynoweth

5.1      Opinion and consent of our counsel

23.1     Consent of BDO Seidman, LLP

23.2     Consent of our counsel (included in Exhibit 5.1)

24.1     Power of Attorney (See p. II-5)

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a) Rule 415 Offering.

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
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

                                      II-3
(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) Filings incorporating subsequent Exchange Act documents by
reference. 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) Filing of Registration Statement on Form S-8. 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 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.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oakland, State of New Jersey, on September 30, 2004.

                                MIKRON INFRARED, INC.

                                By: /s/ Gerald D. Posner
                                    ---------------------------------------
                                        GERALD D. POSNER
                                        CHIEF EXECUTIVE OFFICER

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gerald D. Posner and Paul A.
Kohmescher and each of them acting individually, as his true and lawful
attorneys-in-fact and agents, each with full power of substitution, for him in
any and all capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments or any abbreviated registration
statement and any amendments thereto filed pursuant to Rule 462(b) increasing
the number of securities for which registration is sought, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, with full power of each to act alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on behalf of the
Registrant and in the capacities and on the date indicated.

       SIGNATURE                                   CAPACITIES                             DATE
       ---------                                   ----------                             ----
Chief (Principal) Executive Officer;
     /s/ Gerald D. Posner                             Director                       Sept. 30, 2004
--------------------------------
   GERALD D. POSNER

                                         Vice President; Chief Financial
    /s/ Paul A. Kohmescher                Officer and Principal Accounting           Sept. 30, 2004
--------------------------------                     Officer
  PAUL A. KOHMESCHER

                                       Executive Vice President; Director
    /s/ Dennis L. Stoneman                                                           Sept. 30, 2004
--------------------------------
  DENNIS L. STONEMAN

                                        Chief Technical Officer; Director
     /s/ Keikhosrow Irani                                                            Sept. 30, 2004
--------------------------------
   KEIKHOSROW IRANI

                                                    Director
    /s/ Lawrence C. Karlson                        (Chairman)                        Sept. 30, 2004
--------------------------------
  LAWRENCE C. KARLSON

                                                    Director
   /s/ William J. Eckenrode                                                          Sept. 30, 2004
--------------------------------
 WILLIAM J. ECKENRODE

                                                    Director
      /s/ Henry M. Rowan                                                             Sept. 30, 2004
--------------------------------
    HENRY M. ROWAN
II-5