<PAGE>

As filed with the Securities and Exchange Commission on February 9, 1996.

                                        Registration No. ________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            BIOSPHERICS INCORPORATED
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                   52-0849320
------------------------                     ----------------------
(State or other juris-                            (I.R.S. Employer
diction of incorporation                     Identification No.)
or organization)

12501 Indian Creek Court, Beltsville, Maryland 20705
-----------------------------------------------------
     (Address of Principal Executive Offices) (Zip Code)

                            BIOSPHERICS INCORPORATED
                         NONQUALIFIED STOCK OPTION PLAN
                         ------------------------------
                            (Full title of the plan)

Name, address and telephone          Please send copies
number of agent for service:         of all communications to:

Dr. Gilbert V. Levin               James E. Baker, Jr., Esq.
President                          Smith, Somerville & Case, L.L.C.
Biospherics Incorporated                100 Light Street, 5th Floor
12501 Indian Creek Court                Baltimore, Maryland 21202
Beltsville, Maryland  20705              (410) 727-1164
(301) 419-3900

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                       Proposed
Title of                           Proposed            Maximum
Securities          Amount         Maximum             Aggregate      Amount of
to be               to be          Offering Price      Offering       Registration
Registered          Registered     Per Share (1)       Price (1)      Fee (1)
----------          ----------     --------------      ---------      -------------
<S>                 <C>            <C>                 <C>            <C>
Common Stock,       400,000        $10.875             $4,350,000     $1,500.00
par value           shares
$.01 per share
</TABLE>

(1) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457 and based on a price of $10.875 per share, the average of
the high and low prices of the Common Stock of registrant on February 5, 1996,
as reported by NASDAQ.

<PAGE>

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated by reference in this
Registration Statement and made a part hereof:

          (1)  The Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1994, filed with the Securities and Exchange Commission
pursuant to Section 13 of the Securities Exchange Act of 1934.

          (2)  All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report referred to in (1) above.

          (3)  The description of the Company's common stock contained in the
registration statement filed by the Company under the Securities Exchange Act of
1934.

          (4)  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

          The Common Stock to be offered has been registered under Section 12 of
the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's charter and by-laws provide that each director and each
officer of the Company shall be indemnified by the Company to the fullest extent
permitted by applicable law against all liability and loss suffered and expenses
reasonably incurred by such person in connection with the defense of any action,
suit or proceeding (including any appeal therein) in which they or any of them
are made parties or a party by reason of being or having been directors or
officers.

          Under the laws of the State of Delaware a corporation may 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


                                        2
<PAGE>

proceeding, whether civil, criminal, administrative or investigative (other than
action by or in 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 another corporation at the request of the corporation, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
nolo contendere plea, does not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was lawful.  Indemnification of expenses (including attorneys' fees) is
allowed in derivative actions except no indemnification is permitted in respect
of any claim, issue or matter as to which any such person has been adjudged to
be liable unless the trial court decides that indemnification is proper.  To the
extent any such person succeeds on the merits or otherwise, he shall be
indemnified against expenses (including attorneys' fees).  A determination that
the person to be indemnified met the applicable standard of conduct is made by
the board of directors by majority vote of a quorum consisting of directors not
a party to such action, suit or proceeding or, if a quorum is not obtainable or
a disinterested quorum so directs, by independent legal counsel or by the
stockholders.  Expenses, including attorneys' fees, may be paid in advance upon
receipt of undertakings to repay by the director or officer if it is ultimately
determined that he is not entitled to be indemnified by the corporation.  The
right of indemnification and advancement of expenses continues as to any person
who has ceased to be a director, officer or agent unless otherwise provided in
the authorization.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Affiliates of the Company may not use this Registration Statement for
reoffers or resales of shares of Common Stock acquired under the plan.  Such
affiliates may offer or resell their shares of Common Stock only in compliance
with Rule 144 of the Securities Act of 1933 (the "1933 Act"), pursuant to a
separate prospectus or pursuant to an exemption from registration under the 1933
Act.


                                        3
<PAGE>

ITEM 8.   EXHIBITS

Exhibit No.         Description of Exhibits
-----------         -----------------------

4                   Biospherics Incorporated Nonqualified Stock Option Plan

5                   Opinion of Smith, Somerville & Case, L.L.C.

24                  Consent of Smith, Somerville & Case, L.L.C.
                       (contained in Exhibit 5)

          The Biospherics Incorporated Nonqualified Stock Option Plan is not
subject to compliance with ERISA.

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

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (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.

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in 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 thereof.

          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 foregoing provisions, or


                                        4
<PAGE>

otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the 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, 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 Baltimore, State of Maryland, on February 5, 1996.


                                   BIOSPHERICS INCORPORATED



                                   By:\s\ Gilbert V. Levin
                                      --------------------------------
                                      Gilbert V. Levin, President and
                                      Director


                                   By:\s\ Arthur S. Locke, III
                                      --------------------------------
                                      Arthur S. Locke, Chief Financial
                                      Officer


                                        6
<PAGE>

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                          Title               Date
---------                          -----               ----

\s\ M. Karen Levin                 Director       February 1, 1996
----------------------


\s\ Anne S. MacLeod                Director       February 5, 1996
----------------------


\s\ A. Bruce Cleveland             Director       February 5, 1996
----------------------


\s\ George S. Jenkins              Director       February 6, 1996
----------------------


                                        7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12739}]
{"company-data": {"conformed-name": "BIOSPHERICS INC", "cik": "0000012239", "assigned-sic": "8700", "irs-number": "520849320", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01005", "film-number": "96522282"}, "business-address": {"street1": "12051 INDIAN CREEK CT", "city": "BELTSVILLE", "state": "MD", "zip": "20705", "phone": "3014193900"}, "mail-address": {"street1": "12051 INDIAN CREEK COURT", "city": "BELTSVILLE", "state": "MD", "zip": "20705"}, "former-company": {"former-conformed-name": "BIOSPHERICS RESEARCH INC", "date-changed": "19720404"}}
As filed with the Securities and Exchange Commission on February 9, 1996.

                                        Registration No. ________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            BIOSPHERICS INCORPORATED
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                   52-0849320
------------------------                     ----------------------
(State or other juris-                            (I.R.S. Employer
diction of incorporation                     Identification No.)
or organization)

12501 Indian Creek Court, Beltsville, Maryland 20705
-----------------------------------------------------
     (Address of Principal Executive Offices) (Zip Code)

                            BIOSPHERICS INCORPORATED
                         NONQUALIFIED STOCK OPTION PLAN
                         ------------------------------
                            (Full title of the plan)

Name, address and telephone          Please send copies
number of agent for service:         of all communications to:

Dr. Gilbert V. Levin               James E. Baker, Jr., Esq.
President                          Smith, Somerville & Case, L.L.C.
Biospherics Incorporated                100 Light Street, 5th Floor
12501 Indian Creek Court                Baltimore, Maryland 21202
Beltsville, Maryland  20705              (410) 727-1164
(301) 419-3900

                         CALCULATION OF REGISTRATION FEE
Proposed
Title of                           Proposed            Maximum
Securities          Amount         Maximum             Aggregate      Amount of
to be               to be          Offering Price      Offering       Registration
Registered          Registered     Per Share (1)       Price (1)      Fee (1)
----------          ----------     --------------      ---------      -------------
Common Stock,       400,000        $10.875             $4,350,000     $1,500.00
par value           shares
$.01 per share
(1) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457 and based on a price of $10.875 per share, the average of
the high and low prices of the Common Stock of registrant on February 5, 1996,
as reported by NASDAQ.
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated by reference in this
Registration Statement and made a part hereof:

          (1)  The Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1994, filed with the Securities and Exchange Commission
pursuant to Section 13 of the Securities Exchange Act of 1934.

          (2)  All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report referred to in (1) above.

          (3)  The description of the Company's common stock contained in the
registration statement filed by the Company under the Securities Exchange Act of
1934.

          (4)  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

          The Common Stock to be offered has been registered under Section 12 of
the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's charter and by-laws provide that each director and each
officer of the Company shall be indemnified by the Company to the fullest extent
permitted by applicable law against all liability and loss suffered and expenses
reasonably incurred by such person in connection with the defense of any action,
suit or proceeding (including any appeal therein) in which they or any of them
are made parties or a party by reason of being or having been directors or
officers.

          Under the laws of the State of Delaware a corporation may 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

                                        2
proceeding, whether civil, criminal, administrative or investigative (other than
action by or in 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 another corporation at the request of the corporation, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
nolo contendere plea, does not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was lawful.  Indemnification of expenses (including attorneys' fees) is
allowed in derivative actions except no indemnification is permitted in respect
of any claim, issue or matter as to which any such person has been adjudged to
be liable unless the trial court decides that indemnification is proper.  To the
extent any such person succeeds on the merits or otherwise, he shall be
indemnified against expenses (including attorneys' fees).  A determination that
the person to be indemnified met the applicable standard of conduct is made by
the board of directors by majority vote of a quorum consisting of directors not
a party to such action, suit or proceeding or, if a quorum is not obtainable or
a disinterested quorum so directs, by independent legal counsel or by the
stockholders.  Expenses, including attorneys' fees, may be paid in advance upon
receipt of undertakings to repay by the director or officer if it is ultimately
determined that he is not entitled to be indemnified by the corporation.  The
right of indemnification and advancement of expenses continues as to any person
who has ceased to be a director, officer or agent unless otherwise provided in
the authorization.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Affiliates of the Company may not use this Registration Statement for
reoffers or resales of shares of Common Stock acquired under the plan.  Such
affiliates may offer or resell their shares of Common Stock only in compliance
with Rule 144 of the Securities Act of 1933 (the "1933 Act"), pursuant to a
separate prospectus or pursuant to an exemption from registration under the 1933
Act.

                                        3
ITEM 8.   EXHIBITS

Exhibit No.         Description of Exhibits
-----------         -----------------------

4                   Biospherics Incorporated Nonqualified Stock Option Plan

5                   Opinion of Smith, Somerville & Case, L.L.C.

24                  Consent of Smith, Somerville & Case, L.L.C.
                       (contained in Exhibit 5)

          The Biospherics Incorporated Nonqualified Stock Option Plan is not
subject to compliance with ERISA.

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

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (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.

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in 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 thereof.

          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 foregoing provisions, or

                                        4
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the 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, 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 Baltimore, State of Maryland, on February 5, 1996.

                                   BIOSPHERICS INCORPORATED

                                   By:\s\ Gilbert V. Levin
                                      --------------------------------
                                      Gilbert V. Levin, President and
                                      Director

                                   By:\s\ Arthur S. Locke, III
                                      --------------------------------
                                      Arthur S. Locke, Chief Financial
                                      Officer

                                        6
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                          Title               Date
---------                          -----               ----

\s\ M. Karen Levin                 Director       February 1, 1996
----------------------

\s\ Anne S. MacLeod                Director       February 5, 1996
----------------------

\s\ A. Bruce Cleveland             Director       February 5, 1996
----------------------

\s\ George S. Jenkins              Director       February 6, 1996
----------------------

                                        7