SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            TIDEL TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   75-2193593
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

5847 San Felipe, Suite 900, Houston, Texas                       77057
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

        1997 LONG-TERM INCENTIVE PLAN & 1989 INCENTIVE STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              Leonard L. Carr, Jr.
                              Senior Vice President
                            Tidel Technologies, Inc.
                           5847 San Felipe, Suite 900
                              Houston, Texas 77057
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (713) 783-8200
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================
                                             Proposed       Proposed
   Title of                                   maximum       maximum
  Securities                   Amount        offering      aggregate          Amount of
    to be                       to be        price per      offering        registration
registered(1)               registered(2)    share(3)       price(3)             fee

<PAGE>
<S>                           <C>             <C>           <C>                <C>

1997 Long-Term Incentive
Plan (the "Incentive Plan")
Common Stock, $.01 par
value and 1989 Incentive
Stock Option Plan (the        1,438,250
"Stock Option Plan")            shares        $1.65         $2,373,112.50      $626.50

</TABLE>

(1)  The  securities  to be  registered  include  options  and rights to acquire
     Common Stock.
(2)  There are also  registered  hereby such  indeterminate  number of shares of
     Common  Stock as may  become  issuable  by reason of the  operation  of the
     anti-dilution provisions of the Incentive Plan and the Stock Option Plan.
(3)  Consists of an aggregate of 1,438,250  shares with respect to which options
     were  granted  under the  Incentive  Plan and the Stock  Option  Plan at an
     average exercise price of $1.65 per share.
<PAGE>
                 SUBJECT TO COMPLETION, DATED February 14, 2000

PROSPECTUS

                                1,438,250 SHARES

                            TIDEL TECHNOLOGIES, INC.
                          Common Stock ($.01 par value)


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders of shares of our Common Stock,  $.01 par value,  that may be issued
by us to the Selling Shareholders upon the exercise of outstanding stock options
granted  pursuant to our 1997  Long-Term  Incentive  Plan and our 1989 Incentive
Stock Option Plan. The offer and sale of the shares to the selling  shareholders
were previously  registered  under the Securities Act of 1933, as amended.  With
respect to the shares that may be issued to any of the selling  shareholders  or
additional persons who may be deemed affiliates, this Prospectus also relates to
certain shares  underlying  options which have not as of this date been granted.
If  and  when  such  options  are  granted,  we  will  distribute  a  Prospectus
Supplement.  The shares are being  reoffered  and resold for the  account of the
selling shareholders and we will not receive any of the proceeds from the resale
of the shares.

         The  selling  shareholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq Stock Market,  in negotiated  transactions  or otherwise at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this Prospectus.

         Our common  stock is traded on the Nasdaq Stock Market under the symbol
"ATMS." On  February  10,  2000,  the  closing  price for the common  stock,  as
reported by the Nasdaq Stock Market, was $4.375.

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

                The date of this Prospectus is February 14, 2000.

                                       -1-
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Our common
stock is  listed  on the  Nasdaq  SmallCap  Market  and such  reports  and other
information  may also be  inspected at the offices of Nasdaq at 1735 "K" Street,
N.W., Washington, D.C. 20006-1500.

                                TABLE OF CONTENTS



WHERE YOU CAN FIND MORE INFORMATION........................................ 2

INCORPORATION BY REFERENCE................................................. 3

GENERAL INFORMATION........................................................ 4

USE OF PROCEEDS............................................................ 4

SELLING SHAREHOLDERS....................................................... 4

PLAN OF DISTRIBUTION....................................................... 6

LEGAL MATTERS.............................................................. 6

EXPERTS.................................................................... 7

ADDITIONAL INFORMATION..................................................... 7


                                       -2-
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

          (1)  Our Annual  Report on Form 10-K for the year ended  September 30,
               1999;

          (2)  "Description  of  Capital  Stock"  included  in our Form 10 dated
               November 9, 1988, as amended.


         You may request a copy of these filings (excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings) at no cost, by writing or telephoning us at the following address:

                           Tidel Technologies, Inc.
                           5847 San Felipe
                           Suite 900
                           Houston, Texas 77057

                           Attention: Leonard L. Carr, Jr.
                                 (713) 783-8200


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



         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by us or any selling  shareholder.  This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the securities  offered hereby to
any  person  in  any  state  or  other  jurisdiction  in  which  such  offer  or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-
<PAGE>
                               GENERAL INFORMATION

         Tidel  Technologies,  Inc. (the "Company") was  incorporated  under the
laws of the State of  Delaware  in  November  1987  under  the name of  American
Medical  Technologies,  Inc.,  succeeding a corporation  established  in British
Columbia,   Canada  in  May  1984.  The  Company   changed  its  name  to  Tidel
Technologies, Inc. in July 1997.

         Prior to September 30, 1992, the Company was engaged in the business of
medical waste  management  services through its majority owned  subsidiary,  3CI
Complete Compliance Corporation. On September 30, 1992, the Company acquired all
of the  issued and  outstanding  capital  stock of Tidel  Engineering,  Inc.,  a
manufacturer of automated teller machines,  electronic cash security systems and
underground fuel storage monitoring and leak detection devices. These operations
currently represent the sole business of the Company.

         The  Company's  principal  executive  offices  are  located at 5847 San
Felipe, Suite 900, Houston,  Texas 77057. The Company's telephone number at such
location is (713) 783-8200.

                                 USE OF PROCEEDS

         The  Company  will  receive  the price of the  shares  of Common  Stock
offered pursuant to the 1997 Long-Term  Incentive Plan and the exercise price of
the  options  offered  pursuant  to the 1989  Incentive  Stock  Option Plan when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the shares (the  "Shares") of Common  Stock,  $.01 par
value ("Common Stock") by the selling shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling  Shareholders  under the 1989 Incentive  Stock
Option Plan or the 1997 Long-Term Incentive Plan.

         The following table sets forth (i) the number of shares of Common Stock
beneficially  owned by each Selling  Shareholder  at January 14, 2000,  (ii) the
number of Shares to be offered for resale by each selling shareholder (i.e., the
total  number of Shares  underlying  options  held by the  selling  shareholders
irrespective  of whether such options are presently  exercisable  or exercisable
within sixty days of January 14, 2000) and (iii) the

                                       -4-

<PAGE>
number  and  percentage  of shares of  Common  Stock to be held by each  Selling
Shareholder after completion of the offering. The table is based upon 16,245,827
shares outstanding as of January 14, 2000.

                                       -5-
<PAGE>
<TABLE>
<CAPTION>
                                                                                                Number of shares of
                                                                                                   Common Stock/
                                                                             Number of         Percentage of Class to
                                               Number of shares of         Shares to be            be Owned After
                                              Common Stock Owned at         Offered for          Completion of the
        Name                                   January 14, 2000               Resale                 Offering
----------------------------------------    ------------------------    -----------------    ------------------------

<S>                                              <C>                          <C>                   <C>
James T. Rash (1)..........................      855,000(2)                   255,000               600,000/3.7%
Mark K. Levenick (3).......................      625,000(4)                   375,000               250,000/1.5%
Michael F. Hudson (5)   ...................      243,500(6)                   234,000                 9,500/*

</TABLE>
*        Less than one percent.

(1)  Mr. Rash has been  Chairman of the Board of Directors  and Chief  Executive
     Officer of the Company since February 1989,  Chief Financial  Officer since
     January 1995, Chief Financial Officer from July 1987 to February 1989 and a
     Director of the Company since 1987.

(2)  Includes   405,000   shares  which  could  be  acquired  upon  exercise  of
     outstanding warrants and options at exercise prices of (i) $0.625 per share
     as to 50,000  shares,  (ii) $1.00 per share as to 50,000 shares (iii) $1.25
     per share as to 150,000 shares,  (iv) $1.6875 per share as to 80,000 shares
     and (v) $1.875 per share as to 75,000 shares.

(3)  Mr.  Levenick has been Chief  Operating  Officer of the Company  since July
     1997,  a Director  since  March 1995,  and an  executive  of the  Company's
     wholly-owned  subsidiary and its  predecessors  for more than the preceding
     five years.

(4)  Includes   525,000   shares  which  could  be  acquired  upon  exercise  of
     outstanding warrants and options at exercise prices of (i) $0.625 per share
     as to 50,000 shares, (ii) $0.875 per share as to 25,000 shares, (iii) $1.00
     per share as to 50,000 shares,  (iv) $1.25 per share as to 170,000  shares,
     (v) $1.4375 per share as to 25,000 shares,(vi) $1.75 per share as to 30,000
     shares,  (vii)  $1.875 per share as to 75,000  shares and (viii)  $2.50 per
     share as to 100,000 shares.

(5)  Mr. Hudson has been Executive Vice President of the Company since July 1997
     and an executive of the Company's  wholly-owned  subsidiary since September
     1993.

(6)  Includes   234,000   shares  which  could  be  acquired  upon  exercise  of
     outstanding  options at prices of (i) $0.875 per share as to 25,000 shares,
     (ii) $1.25 per share as to 67,000  shares,  (iii)  $1.4375  per share as to
     25,000  shares,  (iv)  $1.875  per share as to 50,000  shares and (v) $2.50
     shares as to 67,000 shares.


                              PLAN OF DISTRIBUTION


         It is anticipated that all of the Shares will be offered by the selling
shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  selling
shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome Rosenzweig & Wolosky LLP, New York, New York 10022.

                                       -6-

<PAGE>
                                     EXPERTS

         The consolidated  financial statements of Tidel Technologies,  Inc. and
subsidiaries  as of September 30, 1999 and 1998 and for each of the years in the
three-year  period ended September 30, 1999, have been incorporated by reference
in  reliance  upon  the  report  of  KPMG  LLP,  independent   certified  public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-3 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securi ties offered hereby, reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  each such statement being qualified in all respects by
such reference.

                                       -7-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by Tidel Technologies, Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The Company's Annual Report on Form 10-K for the year ended
September 30, 1999.

                  2.  "Description  of Capital Stock"  relating to the Company's
Common  Stock,  $.01 par value (the "Common  Stock"),  included in the Company's
Registration Statement on Form 10 filed November 9, 1988, as amended.

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


ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.


                                      II-1
<PAGE>
ITEM 5.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Article 7 of the Company's  Certificate of  Incorporation  and
Article 9 of the Company's By-laws authorize the  indemnification  of directors,
officers, agents and employees to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware.

Section 145 of the Delaware General Corporation Law provides as follows:

                  (a) 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  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted 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.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement, conviction or upon a
         plea of nolo contendere or its equivalent, shall not, of itself, create
         a presumption that the person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) A  corporation  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  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses

                                      II-2
<PAGE>
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably  believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification  shall be made in respect of any claim, issue or matter
         as to which such  person  shall have been  adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

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

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding,  or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel  in a  written  opinion  or  (3) by the
         stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon

                                      II-3
<PAGE>
         such terms and conditions, if any, as the board of directors
         deems appropriate.

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

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

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves services by, such director, officer,

                                      II-4
<PAGE>
         employee,  or agent with  respect to any  employee  benefit  plan,  its
         participants or beneficiaries; and a person who acted in good faith and
         in a  manner  he  reasonably  believed  to be in  the  interest  of the
         participant  and  beneficiaries  of an employee  benefit  plan shall be
         deemed to have acted in a manner "not opposed to the best  interests of
         the corporation" as referred to in this section.

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

                  The Company  maintains a directors and officers  insurance and
company  reimbursement policy. The policy insures directors and officers against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.

                  See Item 8 below for information regarding the position of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

ITEM 6.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 7.           EXHIBITS

                  Exhibit Index


EXHIBIT

 4.1              1997 Long-Term Incentive Plan.

 4.2              1989 Incentive Stock Option Plan.

                                      II-5

<PAGE>
 4.3              Form of Agreement under 1997 Long-Term Incentive Plan.

 4.4              Form of Agreement under 1989 Incentive Stock Option Plan.

 5.1              Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

23.1              Consent of KPMG LLP.

23.2              Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
                  (included in Exhibit 5.1).

24                Power of Attorney (included on the signature page of this
                  Registration Statement).


ITEM 8.           UNDERTAKINGS

                  The undersigned registrant hereby undertakes:

                           a.      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.

                           b.       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.

                           c.       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  undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom

                                      II-6
<PAGE>
the prospectus is sent or given,  the latest annual report,  to security holders
that is  incorporated  by reference in the prospectus and furnished  pursuant to
and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,  to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

                  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 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.

                  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  each such  liabilities  (other than the payment by the
registrant  of expenses  incurred or paid by a trustee,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted  by such  trustee,  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-7
<PAGE>
                                   SIGNATURES

The Registrant.  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 the registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Houston, State of Texas, on this 11th day of February,
2000.



                                     TIDEL TECHNOLOGIES, INC.
                                           (Registrant)

                                     By:  /s/ James T. Rash
                                          -----------------
                                         James T. Rash, President,
                                         Chairman and Chief Executive
                                         Officer (Principal Executive
                                         and Financial Officer)



                                POWER OF ATTORNEY



         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints James T. Rash and Leonard L. Carr, Jr.,
and each of them,  his true and lawful  attorney-in-fact  and  agent,  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement, and 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,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact  and agent or his  substitute may lawfully do or
cause to be done by virtue thereof.


                                      II-8
<PAGE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.



          Name                     Title                          Date
          ----                     -----                          ----

/s/ James T. Rash                 Director                 February 11, 2000
-----------------------------
James T. Rash

/s/ James L. Britton, III         Director                 February 11, 2000
-----------------------------
James L. Britton, III

/s/ Jerrell G. Clay               Director                 February 11, 2000
-----------------------------
Jerrell G. Clay

/s/ Mark K. Levenick              Director                 February 11, 2000
-----------------------------
Mark K. Levenick


                                      II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 37206}]
{"company-data": {"conformed-name": "TIDEL TECHNOLOGIES INC", "cik": "0000842695", "assigned-sic": "3578", "irs-number": "752193593", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30326", "film-number": "541656"}, "business-address": {"street1": "5847 SAN FELIPE STE 900", "street2": "SAN FELIPE PLZ", "city": "HOUSTON", "state": "TX", "zip": "77057", "phone": "7137838200"}, "mail-address": {"street1": "5847 SAN FELIPE", "street2": "SUITE 900", "city": "HOUSTON", "state": "TX", "zip": "77057"}, "former-company": {"former-conformed-name": "AMERICAN MEDICAL TECHNOLOGIES INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            TIDEL TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   75-2193593
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

5847 San Felipe, Suite 900, Houston, Texas                       77057
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

        1997 LONG-TERM INCENTIVE PLAN & 1989 INCENTIVE STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              Leonard L. Carr, Jr.
                              Senior Vice President
                            Tidel Technologies, Inc.
                           5847 San Felipe, Suite 900
                              Houston, Texas 77057
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (713) 783-8200
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================
                                             Proposed       Proposed
   Title of                                   maximum       maximum
  Securities                   Amount        offering      aggregate          Amount of
    to be                       to be        price per      offering        registration
registered(1)               registered(2)    share(3)       price(3)             fee
1997 Long-Term Incentive
Plan (the "Incentive Plan")
Common Stock, $.01 par
value and 1989 Incentive
Stock Option Plan (the        1,438,250
"Stock Option Plan")            shares        $1.65         $2,373,112.50      $626.50
(1)  The  securities  to be  registered  include  options  and rights to acquire
     Common Stock.
(2)  There are also  registered  hereby such  indeterminate  number of shares of
     Common  Stock as may  become  issuable  by reason of the  operation  of the
     anti-dilution provisions of the Incentive Plan and the Stock Option Plan.
(3)  Consists of an aggregate of 1,438,250  shares with respect to which options
     were  granted  under the  Incentive  Plan and the Stock  Option  Plan at an
     average exercise price of $1.65 per share.
SUBJECT TO COMPLETION, DATED February 14, 2000

PROSPECTUS

                                1,438,250 SHARES

                            TIDEL TECHNOLOGIES, INC.
                          Common Stock ($.01 par value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders of shares of our Common Stock,  $.01 par value,  that may be issued
by us to the Selling Shareholders upon the exercise of outstanding stock options
granted  pursuant to our 1997  Long-Term  Incentive  Plan and our 1989 Incentive
Stock Option Plan. The offer and sale of the shares to the selling  shareholders
were previously  registered  under the Securities Act of 1933, as amended.  With
respect to the shares that may be issued to any of the selling  shareholders  or
additional persons who may be deemed affiliates, this Prospectus also relates to
certain shares  underlying  options which have not as of this date been granted.
If  and  when  such  options  are  granted,  we  will  distribute  a  Prospectus
Supplement.  The shares are being  reoffered  and resold for the  account of the
selling shareholders and we will not receive any of the proceeds from the resale
of the shares.

         The  selling  shareholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq Stock Market,  in negotiated  transactions  or otherwise at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this Prospectus.

         Our common  stock is traded on the Nasdaq Stock Market under the symbol
"ATMS." On  February  10,  2000,  the  closing  price for the common  stock,  as
reported by the Nasdaq Stock Market, was $4.375.

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

                The date of this Prospectus is February 14, 2000.

                                       -1-
WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Our common
stock is  listed  on the  Nasdaq  SmallCap  Market  and such  reports  and other
information  may also be  inspected at the offices of Nasdaq at 1735 "K" Street,
N.W., Washington, D.C. 20006-1500.

                                TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION........................................ 2

INCORPORATION BY REFERENCE................................................. 3

GENERAL INFORMATION........................................................ 4

USE OF PROCEEDS............................................................ 4

SELLING SHAREHOLDERS....................................................... 4

PLAN OF DISTRIBUTION....................................................... 6

LEGAL MATTERS.............................................................. 6

EXPERTS.................................................................... 7

ADDITIONAL INFORMATION..................................................... 7

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

          (1)  Our Annual  Report on Form 10-K for the year ended  September 30,
               1999;

          (2)  "Description  of  Capital  Stock"  included  in our Form 10 dated
               November 9, 1988, as amended.

         You may request a copy of these filings (excluding the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings) at no cost, by writing or telephoning us at the following address:

                           Tidel Technologies, Inc.
                           5847 San Felipe
                           Suite 900
                           Houston, Texas 77057

                           Attention: Leonard L. Carr, Jr.
                                 (713) 783-8200

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by us or any selling  shareholder.  This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the securities  offered hereby to
any  person  in  any  state  or  other  jurisdiction  in  which  such  offer  or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-
GENERAL INFORMATION

         Tidel  Technologies,  Inc. (the "Company") was  incorporated  under the
laws of the State of  Delaware  in  November  1987  under  the name of  American
Medical  Technologies,  Inc.,  succeeding a corporation  established  in British
Columbia,   Canada  in  May  1984.  The  Company   changed  its  name  to  Tidel
Technologies, Inc. in July 1997.

         Prior to September 30, 1992, the Company was engaged in the business of
medical waste  management  services through its majority owned  subsidiary,  3CI
Complete Compliance Corporation. On September 30, 1992, the Company acquired all
of the  issued and  outstanding  capital  stock of Tidel  Engineering,  Inc.,  a
manufacturer of automated teller machines,  electronic cash security systems and
underground fuel storage monitoring and leak detection devices. These operations
currently represent the sole business of the Company.

         The  Company's  principal  executive  offices  are  located at 5847 San
Felipe, Suite 900, Houston,  Texas 77057. The Company's telephone number at such
location is (713) 783-8200.

                                 USE OF PROCEEDS

         The  Company  will  receive  the price of the  shares  of Common  Stock
offered pursuant to the 1997 Long-Term  Incentive Plan and the exercise price of
the  options  offered  pursuant  to the 1989  Incentive  Stock  Option Plan when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the shares (the  "Shares") of Common  Stock,  $.01 par
value ("Common Stock") by the selling shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling  Shareholders  under the 1989 Incentive  Stock
Option Plan or the 1997 Long-Term Incentive Plan.

         The following table sets forth (i) the number of shares of Common Stock
beneficially  owned by each Selling  Shareholder  at January 14, 2000,  (ii) the
number of Shares to be offered for resale by each selling shareholder (i.e., the
total  number of Shares  underlying  options  held by the  selling  shareholders
irrespective  of whether such options are presently  exercisable  or exercisable
within sixty days of January 14, 2000) and (iii) the

                                       -4-
number  and  percentage  of shares of  Common  Stock to be held by each  Selling
Shareholder after completion of the offering. The table is based upon 16,245,827
shares outstanding as of January 14, 2000.

                                       -5-
Number of shares of
                                                                                                   Common Stock/
                                                                             Number of         Percentage of Class to
                                               Number of shares of         Shares to be            be Owned After
                                              Common Stock Owned at         Offered for          Completion of the
        Name                                   January 14, 2000               Resale                 Offering
----------------------------------------    ------------------------    -----------------    ------------------------
James T. Rash (1)..........................      855,000(2)                   255,000               600,000/3.7%
Mark K. Levenick (3).......................      625,000(4)                   375,000               250,000/1.5%
Michael F. Hudson (5)   ...................      243,500(6)                   234,000                 9,500/*
*        Less than one percent.

(1)  Mr. Rash has been  Chairman of the Board of Directors  and Chief  Executive
     Officer of the Company since February 1989,  Chief Financial  Officer since
     January 1995, Chief Financial Officer from July 1987 to February 1989 and a
     Director of the Company since 1987.

(2)  Includes   405,000   shares  which  could  be  acquired  upon  exercise  of
     outstanding warrants and options at exercise prices of (i) $0.625 per share
     as to 50,000  shares,  (ii) $1.00 per share as to 50,000 shares (iii) $1.25
     per share as to 150,000 shares,  (iv) $1.6875 per share as to 80,000 shares
     and (v) $1.875 per share as to 75,000 shares.

(3)  Mr.  Levenick has been Chief  Operating  Officer of the Company  since July
     1997,  a Director  since  March 1995,  and an  executive  of the  Company's
     wholly-owned  subsidiary and its  predecessors  for more than the preceding
     five years.

(4)  Includes   525,000   shares  which  could  be  acquired  upon  exercise  of
     outstanding warrants and options at exercise prices of (i) $0.625 per share
     as to 50,000 shares, (ii) $0.875 per share as to 25,000 shares, (iii) $1.00
     per share as to 50,000 shares,  (iv) $1.25 per share as to 170,000  shares,
     (v) $1.4375 per share as to 25,000 shares,(vi) $1.75 per share as to 30,000
     shares,  (vii)  $1.875 per share as to 75,000  shares and (viii)  $2.50 per
     share as to 100,000 shares.

(5)  Mr. Hudson has been Executive Vice President of the Company since July 1997
     and an executive of the Company's  wholly-owned  subsidiary since September
     1993.

(6)  Includes   234,000   shares  which  could  be  acquired  upon  exercise  of
     outstanding  options at prices of (i) $0.875 per share as to 25,000 shares,
     (ii) $1.25 per share as to 67,000  shares,  (iii)  $1.4375  per share as to
     25,000  shares,  (iv)  $1.875  per share as to 50,000  shares and (v) $2.50
     shares as to 67,000 shares.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the selling
shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  selling
shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome Rosenzweig & Wolosky LLP, New York, New York 10022.

                                       -6-
EXPERTS

         The consolidated  financial statements of Tidel Technologies,  Inc. and
subsidiaries  as of September 30, 1999 and 1998 and for each of the years in the
three-year  period ended September 30, 1999, have been incorporated by reference
in  reliance  upon  the  report  of  KPMG  LLP,  independent   certified  public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-3 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securi ties offered hereby, reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  each such statement being qualified in all respects by
such reference.

                                       -7-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by Tidel Technologies, Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The Company's Annual Report on Form 10-K for the year ended
September 30, 1999.

                  2.  "Description  of Capital Stock"  relating to the Company's
Common  Stock,  $.01 par value (the "Common  Stock"),  included in the Company's
Registration Statement on Form 10 filed November 9, 1988, as amended.

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

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

                                      II-1
ITEM 5.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Article 7 of the Company's  Certificate of  Incorporation  and
Article 9 of the Company's By-laws authorize the  indemnification  of directors,
officers, agents and employees to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware.

Section 145 of the Delaware General Corporation Law provides as follows:

                  (a) 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  proceeding,   whether  civil,   criminal,
         administrative  or investigative  (other than action by or in the right
         of the corporation) by reason of the fact that he is or was a director,
         officer, employee or agent of the corporation,  or is or was serving at
         the  request of the  corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other  enterprise,   against  expenses  (including   attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection  with such action,  suit or proceeding if
         he acted 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.  The  termination  of any action,
         suit or proceeding by judgment, order, settlement, conviction or upon a
         plea of nolo contendere or its equivalent, shall not, of itself, create
         a presumption that the person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) A  corporation  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  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving  at the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses

                                      II-2
(including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably  believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification  shall be made in respect of any claim, issue or matter
         as to which such  person  shall have been  adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

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

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding,  or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel  in a  written  opinion  or  (3) by the
         stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon

                                      II-3
such terms and conditions, if any, as the board of directors
         deems appropriate.

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

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

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves services by, such director, officer,

                                      II-4
employee,  or agent with  respect to any  employee  benefit  plan,  its
         participants or beneficiaries; and a person who acted in good faith and
         in a  manner  he  reasonably  believed  to be in  the  interest  of the
         participant  and  beneficiaries  of an employee  benefit  plan shall be
         deemed to have acted in a manner "not opposed to the best  interests of
         the corporation" as referred to in this section.

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

                  The Company  maintains a directors and officers  insurance and
company  reimbursement policy. The policy insures directors and officers against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.

                  See Item 8 below for information regarding the position of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

ITEM 6.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 7.           EXHIBITS

                  Exhibit Index

EXHIBIT

 4.1              1997 Long-Term Incentive Plan.

 4.2              1989 Incentive Stock Option Plan.

                                      II-5
4.3              Form of Agreement under 1997 Long-Term Incentive Plan.

 4.4              Form of Agreement under 1989 Incentive Stock Option Plan.

 5.1              Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

23.1              Consent of KPMG LLP.

23.2              Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
                  (included in Exhibit 5.1).

24                Power of Attorney (included on the signature page of this
                  Registration Statement).

ITEM 8.           UNDERTAKINGS

                  The undersigned registrant hereby undertakes:

                           a.      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.

                           b.       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.

                           c.       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  undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom

                                      II-6
the prospectus is sent or given,  the latest annual report,  to security holders
that is  incorporated  by reference in the prospectus and furnished  pursuant to
and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,  to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

                  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 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.

                  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  each such  liabilities  (other than the payment by the
registrant  of expenses  incurred or paid by a trustee,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted  by such  trustee,  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-7
SIGNATURES

The Registrant.  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 the registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Houston, State of Texas, on this 11th day of February,
2000.

                                     TIDEL TECHNOLOGIES, INC.
                                           (Registrant)

                                     By:  /s/ James T. Rash
                                          -----------------
                                         James T. Rash, President,
                                         Chairman and Chief Executive
                                         Officer (Principal Executive
                                         and Financial Officer)

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints James T. Rash and Leonard L. Carr, Jr.,
and each of them,  his true and lawful  attorney-in-fact  and  agent,  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement, and 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,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact  and agent or his  substitute may lawfully do or
cause to be done by virtue thereof.

                                      II-8
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

          Name                     Title                          Date
          ----                     -----                          ----

/s/ James T. Rash                 Director                 February 11, 2000
-----------------------------
James T. Rash

/s/ James L. Britton, III         Director                 February 11, 2000
-----------------------------
James L. Britton, III

/s/ Jerrell G. Clay               Director                 February 11, 2000
-----------------------------
Jerrell G. Clay

/s/ Mark K. Levenick              Director                 February 11, 2000
-----------------------------
Mark K. Levenick

                                      II-9