As filed with the Securities and Exchange Commission on June 21, 1996
                                                        Registration No. 333-

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

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

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

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

                        ROTARY POWER INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                        13-3632860
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)           

                                  P.O. Box 128
                        Wood-Ridge, New Jersey 07075-0128
          (Address of principal executive offices, including zip code)

                              CONSULTING AGREEMENT
                            DATED AS OF JUNE 12, 1996
                                 WITH MARK WACHS
                            (Full title of the plan)

                              RICHARD M.H. THOMPSON
                                    President
                        ROTARY POWER INTERNATIONAL, INC.
                                  P.O. Box 128
                        Wood-Ridge, New Jersey 07075-0128
                                 (201) 777-7373
(Name, address and telephone number, including area code, of agent for service)
                                ----------------
                                    Copy to:

                               JOHN T. KELLY, ESQ.
                        WILENTZ, GOLDMAN & SPITZER, P.A.
                           90 Woodbridge Center Drive
                          Woodbridge, New Jersey 07095

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================================
  Title of securities          Amount to be            Proposed Maximum          Proposed maximum              Amount of
   to be Registered             Registered            offering price per        aggregate offering         registration fee
                                                             share                     price
- --------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                       <C>                        <C>                  
Common Stock, par
value $.01 per share          250,000 shares                 $2.50                   $625,000                   $215.52
================================================================================================================================
</TABLE>



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Rotary Power International, Inc. (the
"Registrant") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this Registration
Statement:

         (a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1995, which contains audited financial statements for the most
recent year for which such statements have been filed;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and

         (c) The description of the Registrant's common stock, $.01 par value
per share (the "Common Stock"), contained in the Registration Statement on Form
8-A (Registration No. 0-22894) filed with the Commission on January 18, 1994
under Section 12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.

         All documents and reports filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all such securities then remaining unsold, shall also be deemed to
be incorporated by reference into this Registration Statement and to be part
hereof commencing on the respective dates on which such documents are filed.


Item 4.  Description of Securities.

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.



                                        2

<PAGE>



Item 6.  Indemnification of Directors and Officers.

         Section 8 of the Certificate of Incorporation of the Registrant
provides that no member of the Board of Directors of the Registrant shall be
liable to the Registrant or its stockholders for monetary damages for breach of
his fiduciary duty as a director, except for (i) breaches of the director's duty
of loyalty to the Registrant, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) liability
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) transactions from which the director derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the liability of directors,
then the liability of the directors of the Registrant shall automatically be
eliminated or limited to the fullest extent permitted under the General
Corporation Law of the State of Delaware, as so amended.

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another entity. Section 145(a) permissive indemnity may provide indemnification
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding provided that he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145(b) of the
Delaware General Corporation Law empowers a Delaware corporation to indemnify
any person described in Section 145(a) in an action by or in the right of the
corporation provided that he satisfies the conditions set forth in section
145(a), except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudicated to be liable
to the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for proper expenses. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in the
defense of any action referred to in sections 145(a) and (b), the corporation
shall indemnify him against the expenses (including attorneys' fees) which he
actually and reasonably incurred in connection therewith. The indemnification
provided pursuant to section 145 is not deemed to be exclusive of any other
rights to which those seeking indemnification may be entitled under any by-law,
agreement, vote, or otherwise.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.


                                        3

<PAGE>



Item 8.  Exhibits.

Exhibit
Number                              Description
- ------                              -----------

 4.1              Consulting Agreement dated as of June 12, 1996, between the
                  Registrant and Mark Wachs

 4.2              Non-Transferable Warrant to Purchase 250,000 Shares of Common
                  Stock of Rotary Power International, Inc.

 5                Opinion of Wilentz, Goldman & Spitzer, P.A. regarding 
                  legality of the  Common Stock being registered

23.1              Consent of Wilentz, Goldman & Spitzer, P.A. (included in
                  Exhibit 5)

23.2              Consent of Coopers & Lybrand, L.L.P.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

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

         (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

         (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 set forth 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 this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

                                        4

<PAGE>




  (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering hereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the 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 Securities Act and will be governed by the final
adjudication of such issue.

                                        5

<PAGE>





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Wood-Ridge, State of New Jersey, on June 21,
1996.

                                            ROTARY POWER INTERNATIONAL, INC.

                                            By:    /s/ Richard M.H. Thompson
                                                   -------------------------
                                                   Richard M.H. Thompson
                                                   Director, President and
                                                   Chief Executive Officer



         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on June 21, 1996.

  Signature                       Title
  ---------                       -----
                
                
/s/ Richard M.H. Thompson         Director, President and Chief
- -------------------------         Executive Officer
Richard M.H. Thompson             (Principal Executive Officer)
                                  
              
              
/s/ Gerald Horowitz               Vice President and Corporate Controller
- -------------------------         (Principal Financial and Accounting Officer)
Gerald Horowitz               
             
             
/s/ Robert L. Osborn              Director
- -------------------------                             
Robert L. Osborn
             
              
/s/ Warren D. Bagatelle           Director
- -------------------------                             
Warren D. Bagatelle
             
             
/s/ Dr. James P. Wade             Director
- -------------------------                             
Dr. James P. Wade
             


                                        6

<PAGE>



/s/ William T. Figart             Director
- -------------------------                              
William T. Figart


/s/ James M. Beggs                Director
- -------------------------                              
James M. Beggs


/s/ Kenneth Brody                 Director
- -------------------------                              
Kenneth Brody


/s/ Michael C. Stewart            Director
- -------------------------                              
Michael C. Stewart


                                        7
<PAGE>
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{"company-data": {"conformed-name": "ROTARY POWER INTERNATIONAL INC", "cik": "0000914539", "assigned-sic": "8731", "irs-number": "133632860", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06557", "film-number": "96584020"}, "business-address": {"street1": "1 PASSAIC AVE", "street2": "PO BOX 128", "city": "WOOD-RIDGE", "state": "NJ", "zip": "07075", "phone": "2014707063"}}
As filed with the Securities and Exchange Commission on June 21, 1996
                                                        Registration No. 333-

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

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

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

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

                        ROTARY POWER INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                        13-3632860
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)           

                                  P.O. Box 128
                        Wood-Ridge, New Jersey 07075-0128
          (Address of principal executive offices, including zip code)

                              CONSULTING AGREEMENT
                            DATED AS OF JUNE 12, 1996
                                 WITH MARK WACHS
                            (Full title of the plan)

                              RICHARD M.H. THOMPSON
                                    President
                        ROTARY POWER INTERNATIONAL, INC.
                                  P.O. Box 128
                        Wood-Ridge, New Jersey 07075-0128
                                 (201) 777-7373
(Name, address and telephone number, including area code, of agent for service)
                                ----------------
                                    Copy to:

                               JOHN T. KELLY, ESQ.
                        WILENTZ, GOLDMAN & SPITZER, P.A.
                           90 Woodbridge Center Drive
                          Woodbridge, New Jersey 07095

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

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
  Title of securities          Amount to be            Proposed Maximum          Proposed maximum              Amount of
   to be Registered             Registered            offering price per        aggregate offering         registration fee
                                                             share                     price
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share          250,000 shares                 $2.50                   $625,000                   $215.52
================================================================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Rotary Power International, Inc. (the
"Registrant") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this Registration
Statement:

         (a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1995, which contains audited financial statements for the most
recent year for which such statements have been filed;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and

         (c) The description of the Registrant's common stock, $.01 par value
per share (the "Common Stock"), contained in the Registration Statement on Form
8-A (Registration No. 0-22894) filed with the Commission on January 18, 1994
under Section 12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.

         All documents and reports filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all such securities then remaining unsold, shall also be deemed to
be incorporated by reference into this Registration Statement and to be part
hereof commencing on the respective dates on which such documents are filed.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

                                        2
Item 6.  Indemnification of Directors and Officers.

         Section 8 of the Certificate of Incorporation of the Registrant
provides that no member of the Board of Directors of the Registrant shall be
liable to the Registrant or its stockholders for monetary damages for breach of
his fiduciary duty as a director, except for (i) breaches of the director's duty
of loyalty to the Registrant, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) liability
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) transactions from which the director derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the liability of directors,
then the liability of the directors of the Registrant shall automatically be
eliminated or limited to the fullest extent permitted under the General
Corporation Law of the State of Delaware, as so amended.

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another entity. Section 145(a) permissive indemnity may provide indemnification
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding provided that he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145(b) of the
Delaware General Corporation Law empowers a Delaware corporation to indemnify
any person described in Section 145(a) in an action by or in the right of the
corporation provided that he satisfies the conditions set forth in section
145(a), except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudicated to be liable
to the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for proper expenses. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in the
defense of any action referred to in sections 145(a) and (b), the corporation
shall indemnify him against the expenses (including attorneys' fees) which he
actually and reasonably incurred in connection therewith. The indemnification
provided pursuant to section 145 is not deemed to be exclusive of any other
rights to which those seeking indemnification may be entitled under any by-law,
agreement, vote, or otherwise.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

                                        3
Item 8.  Exhibits.

Exhibit
Number                              Description
- ------                              -----------

 4.1              Consulting Agreement dated as of June 12, 1996, between the
                  Registrant and Mark Wachs

 4.2              Non-Transferable Warrant to Purchase 250,000 Shares of Common
                  Stock of Rotary Power International, Inc.

 5                Opinion of Wilentz, Goldman & Spitzer, P.A. regarding 
                  legality of the  Common Stock being registered

23.1              Consent of Wilentz, Goldman & Spitzer, P.A. (included in
                  Exhibit 5)

23.2              Consent of Coopers & Lybrand, L.L.P.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

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

         (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

         (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 set forth 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 this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

                                        4
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering hereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the 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 Securities Act and will be governed by the final
adjudication of such issue.

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Wood-Ridge, State of New Jersey, on June 21,
1996.

                                            ROTARY POWER INTERNATIONAL, INC.

                                            By:    /s/ Richard M.H. Thompson
                                                   -------------------------
                                                   Richard M.H. Thompson
                                                   Director, President and
                                                   Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on June 21, 1996.

  Signature                       Title
  ---------                       -----
                
                
/s/ Richard M.H. Thompson         Director, President and Chief
- -------------------------         Executive Officer
Richard M.H. Thompson             (Principal Executive Officer)
                                  
              
              
/s/ Gerald Horowitz               Vice President and Corporate Controller
- -------------------------         (Principal Financial and Accounting Officer)
Gerald Horowitz               
             
             
/s/ Robert L. Osborn              Director
- -------------------------                             
Robert L. Osborn
             
              
/s/ Warren D. Bagatelle           Director
- -------------------------                             
Warren D. Bagatelle
             
             
/s/ Dr. James P. Wade             Director
- -------------------------                             
Dr. James P. Wade
             

                                        6
/s/ William T. Figart             Director
- -------------------------                              
William T. Figart

/s/ James M. Beggs                Director
- -------------------------                              
James M. Beggs

/s/ Kenneth Brody                 Director
- -------------------------                              
Kenneth Brody

/s/ Michael C. Stewart            Director
- -------------------------                              
Michael C. Stewart

                                        7