<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1996
                                                       REGISTRATION NO. 333-2068
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                      AUTONOMOUS TECHNOLOGIES CORPORATION
           (Exact name of registrant as specified in its charter)
  
        FLORIDA                                          59-2554729
(State of incorporation)                    (I.R.S. Employer Identification No.)

                    520 NORTH SEMORAN BOULEVARD, SUITE 180
                            ORLANDO, FLORIDA 32807
                   (Address, of Principal Executive offices)

                      AUTONOMOUS TECHNOLOGIES CORPORATION
                             1995 STOCK OPTION PLAN
                                      AND
                      AUTONOMOUS TECHNOLOGIES CORPORATION
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plans)

                                 Monty K. Allen
                      Autonomous Technologies Corporation
                     520 North Semoran Boulevard, Suite 180
                             Orlando, Florida 32807
                    (Name and address of agent for service)

                                 (407) 282-1262
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION> 
------------------------------------------------------------------------------------------------------------------------------------

           Title of               Amount to         Proposed Maximum Offering         Proposed Maximum             Amount of    
  Securities to be Registered   be Registered            Price Per Share          Aggregate Offering Price      Registration Fee 
  ---------------------------   -------------       -------------------------     ------------------------      ----------------
  <S>                           <C>                 <C>                           <C>                           <C>
          Common Stock,          1,125,000                 
           $0.01 value            shares                  (1) $4.25                  (1) $2,590,727                 $894.00
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), upon the basis of the last sale of the Common Stock
reported on the Nasdaq National Market System on October 1, 1996. Pursuant to
Rule 416(c) under the Securities Act, the Registration Statement also covers an
indeterminate amount of securities to be offered or sold as a result of any
adjustments from stock splits, stock dividends or similar events.
<PAGE>
 
PART I.   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the Autonomous Technologies Corporation 1995 Stock Option
Plan (the "1995 OPTION PLAN") and the Autonomous Technologies Corporation 1996
Employee Stock Purchase Plan ("1996 PURCHASE PLAN"), pursuant to Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "SECURITIES ACT").  The 1995
Option Plan and the 1996 Purchase Plan are also referred to herein as the
"PLANS" or singularly as a "PLAN."


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
               ------------------------------------------------

     Autonomous Technologies Corporation (the "REGISTRANT") is subject to the
informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "COMMISSION").  The following
documents, which are filed with the Commission, are incorporated in this
Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

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

          (3) The description of the Common Stock, par value $.01 per share,
     contained in a registration statement filed on Form 8-A under the Exchange
     Act, including any amendment or report filed for the purpose of updating
     such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all shares of the Common Stock offered
hereby (the "SHARES") have been sold or which deregisters all shares then
remaining unsold, shall be deemed to be incorporated by reference herein and
shall be a part hereof from the date of the filing of such documents.
 

     ITEM 4.   DESCRIPTION OF SECURITIES.
               --------------------------

     Not applicable.


     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
               ---------------------------------------


     Not applicable.

                                       2
<PAGE>
 
     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
               ------------------------------------------

     The Registrant is empowered by Section 607.0850 of the Florida Business
Corporation Act (the "FLORIDA ACT"), subject to the procedures and limitations
stated therein, to indemnify any person who was or is a party to any proceeding
other than any 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 liability incurred in connection with
such proceeding, including any appeal thereof, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, in the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

     Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding 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 and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense or litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, 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, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable unless, and only to the extent
that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses which
such court shall deem proper.  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 proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.

     The Registrant also has secured insurance on behalf of its executive
officers and Directors for certain liabilities which may arise out of their
actions in such capacities.

     The Board of Directors of the Registrant has adopted resolutions to
indemnify and hold harmless any of its employees, officers or directors  serving
the Plans as a plan administrator or trustee against any liabilities, costs and
expenses which may be incurred by reason of their serving in such capacities.
In accordance with the provisions of the Florida Act, Article XI of the
Registrant's Third Amended and Restated Articles of Incorporation, authorizes
the Registrant to indemnify any director or officer of the Registrant, in the
manner set forth and provided in the bylaws of the Registrant, to the fullest
extent permitted by the laws of the State  of Florida.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
               ------------------------------------

     Not applicable.

                                       3
<PAGE>
 
     ITEM 8.   EXHIBITS.
               -------- 

     The exhibits filed as part of this Registration Statement are as follows:
 
           EXHIBIT
           NUMBER   DESCRIPTION
           ------   -----------

           4.1      --Third Amended and Restated Articles of Incorporation of
                      Autonomous Technologies Corporation

           5.1      --Opinion of Akerman, Senterfitt & Eidson, P.A.

          15.1      --Letter of Consent from Arthur Andersen LLP.

          23.1      --Consent of Akerman, Senterfitt & Eidson, P.A. Reference is
                      made to Exhibit 5.1
 
          24.1      --Power of Attorney.  Reference is made to the signature
                      page hereto.

          99.1      --Autonomous Technologies Corporation 1995 Stock Option
                      Plan.

          99.2      --Autonomous Technologies Corporation Employee 1996 Stock
                      Purchase Plan.

     ITEM 9.   UNDERTAKINGS.
               ------------ 

     1.   The Registrant hereby undertakes:

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

               (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act.

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

                                       4
<PAGE>
 
               (iii)  To include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;

            (b) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities offered herein,
       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.

       2.   The Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
related to the securities offered therein, and the offering of such securities
at such time shall be deemed to be the initial bona fide offering thereof.

       3.   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 otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Orlando, State of Florida on the 7th day of October,
1996.

                                    AUTONOMOUS  TECHNOLOGIES
                                      CORPORATION


                                    By:/s/ Randy W. Frey
                                       ---------------------------
                                       Randy W. Frey
                                       Chairman, President and
                                        Chief Executive Officer
 

                                       5
<PAGE>
 
                               POWER OF ATTORNEY

     We, the undersigned, officers and directors of AUTONOMOUS TECHNOLOGIES
CORPORATION, hereby severally constitute RANDY W. FREY and MONTY K. ALLEN, and
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all amendments to said Registration Statement and generally to do
all such things in our name and behalf in our capacities as officers and
directors to enable AUTONOMOUS TECHNOLOGIES CORPORATION to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

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

Signature                                      Title                      Date
---------------------------  -----------------------------------------  --------
[S]                          [C]                                        [C]
 
/s/Randy W. Frey             Chairman of the Board, Director,           09/30/96
---------------------------  President and Chief Executive Officer
Randy W. Frey              

/s/ Richard C. Capozza       Director, Executive Vice President, and    09/23/96
---------------------------  Chief Operating Officer               
Richard C. Capozza, Ph.D.    


/s/ Monty K. Allen           Vice President, Treasurer and Chief         10/1/96
---------------------------  Financial Officer
Monty K. Allen
 
/s/ G. Richard Downes, Jr.   Director and Vice President, Science and   09/30/96
---------------------------  Technology
G. Richard Downes            


/s/ G. A. Herbert            Director                                   09/24/96
---------------------------
G. Arthur Herbert
 
                             
/s/Stanley Ruffett           Director                                   09/23/96
---------------------------
Stanley Ruffett
 
                             
/s/ Timothy Barabe           Director                                   09/27/96
---------------------------
Timothy Barabe

                                       6
<PAGE>
Signature                  Title                                        Date
---------                  -----                                        ----  
 
/s/ Richard H. Keates      Director                                     09/24/96
---------------------------
Richard H. Keates, M.D.

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18731}]
{"company-data": {"conformed-name": "AUTONOMOUS TECHNOLOGIES CORP", "cik": "0000899381", "assigned-sic": "3845", "irs-number": "592554729", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13581", "film-number": "96640029"}, "business-address": {"street1": "520 N. SEMORAN BLVD", "street2": "STE 180", "city": "ORLANDO", "state": "FL", "zip": "32807"}, "mail-address": {"street1": "520 N SEMORAN BLVD", "street2": "SUITE 180", "city": "ORLANDO", "state": "FL", "zip": "32807"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1996
                                                       REGISTRATION NO. 333-2068
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                      AUTONOMOUS TECHNOLOGIES CORPORATION
           (Exact name of registrant as specified in its charter)
  
        FLORIDA                                          59-2554729
(State of incorporation)                    (I.R.S. Employer Identification No.)

                    520 NORTH SEMORAN BOULEVARD, SUITE 180
                            ORLANDO, FLORIDA 32807
                   (Address, of Principal Executive offices)

                      AUTONOMOUS TECHNOLOGIES CORPORATION
                             1995 STOCK OPTION PLAN
                                      AND
                      AUTONOMOUS TECHNOLOGIES CORPORATION
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plans)

                                 Monty K. Allen
                      Autonomous Technologies Corporation
                     520 North Semoran Boulevard, Suite 180
                             Orlando, Florida 32807
                    (Name and address of agent for service)

                                 (407) 282-1262
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------

           Title of               Amount to         Proposed Maximum Offering         Proposed Maximum             Amount of    
  Securities to be Registered   be Registered            Price Per Share          Aggregate Offering Price      Registration Fee 
  ---------------------------   -------------       -------------------------     ------------------------      ----------------
Common Stock,          1,125,000                 
           $0.01 value            shares                  (1) $4.25                  (1) $2,590,727                 $894.00
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), upon the basis of the last sale of the Common Stock
reported on the Nasdaq National Market System on October 1, 1996. Pursuant to
Rule 416(c) under the Securities Act, the Registration Statement also covers an
indeterminate amount of securities to be offered or sold as a result of any
adjustments from stock splits, stock dividends or similar events.
PART I.   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the Autonomous Technologies Corporation 1995 Stock Option
Plan (the "1995 OPTION PLAN") and the Autonomous Technologies Corporation 1996
Employee Stock Purchase Plan ("1996 PURCHASE PLAN"), pursuant to Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "SECURITIES ACT").  The 1995
Option Plan and the 1996 Purchase Plan are also referred to herein as the
"PLANS" or singularly as a "PLAN."

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
               ------------------------------------------------

     Autonomous Technologies Corporation (the "REGISTRANT") is subject to the
informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "COMMISSION").  The following
documents, which are filed with the Commission, are incorporated in this
Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

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

          (3) The description of the Common Stock, par value $.01 per share,
     contained in a registration statement filed on Form 8-A under the Exchange
     Act, including any amendment or report filed for the purpose of updating
     such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all shares of the Common Stock offered
hereby (the "SHARES") have been sold or which deregisters all shares then
remaining unsold, shall be deemed to be incorporated by reference herein and
shall be a part hereof from the date of the filing of such documents.
 

     ITEM 4.   DESCRIPTION OF SECURITIES.
               --------------------------

     Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
               ---------------------------------------

     Not applicable.

                                       2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
               ------------------------------------------

     The Registrant is empowered by Section 607.0850 of the Florida Business
Corporation Act (the "FLORIDA ACT"), subject to the procedures and limitations
stated therein, to indemnify any person who was or is a party to any proceeding
other than any 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 liability incurred in connection with
such proceeding, including any appeal thereof, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, in the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

     Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding 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 and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense or litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, 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, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable unless, and only to the extent
that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses which
such court shall deem proper.  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 proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.

     The Registrant also has secured insurance on behalf of its executive
officers and Directors for certain liabilities which may arise out of their
actions in such capacities.

     The Board of Directors of the Registrant has adopted resolutions to
indemnify and hold harmless any of its employees, officers or directors  serving
the Plans as a plan administrator or trustee against any liabilities, costs and
expenses which may be incurred by reason of their serving in such capacities.
In accordance with the provisions of the Florida Act, Article XI of the
Registrant's Third Amended and Restated Articles of Incorporation, authorizes
the Registrant to indemnify any director or officer of the Registrant, in the
manner set forth and provided in the bylaws of the Registrant, to the fullest
extent permitted by the laws of the State  of Florida.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
               ------------------------------------

     Not applicable.

                                       3
ITEM 8.   EXHIBITS.
               -------- 

     The exhibits filed as part of this Registration Statement are as follows:
 
           EXHIBIT
           NUMBER   DESCRIPTION
           ------   -----------

           4.1      --Third Amended and Restated Articles of Incorporation of
                      Autonomous Technologies Corporation

           5.1      --Opinion of Akerman, Senterfitt & Eidson, P.A.

          15.1      --Letter of Consent from Arthur Andersen LLP.

          23.1      --Consent of Akerman, Senterfitt & Eidson, P.A. Reference is
                      made to Exhibit 5.1
 
          24.1      --Power of Attorney.  Reference is made to the signature
                      page hereto.

          99.1      --Autonomous Technologies Corporation 1995 Stock Option
                      Plan.

          99.2      --Autonomous Technologies Corporation Employee 1996 Stock
                      Purchase Plan.

     ITEM 9.   UNDERTAKINGS.
               ------------ 

     1.   The Registrant hereby undertakes:

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

               (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act.

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

                                       4
(iii)  To include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;

            (b) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities offered herein,
       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.

       2.   The Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
related to the securities offered therein, and the offering of such securities
at such time shall be deemed to be the initial bona fide offering thereof.

       3.   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 otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Orlando, State of Florida on the 7th day of October,
1996.

                                    AUTONOMOUS  TECHNOLOGIES
                                      CORPORATION

                                    By:/s/ Randy W. Frey
                                       ---------------------------
                                       Randy W. Frey
                                       Chairman, President and
                                        Chief Executive Officer
 

                                       5
POWER OF ATTORNEY

     We, the undersigned, officers and directors of AUTONOMOUS TECHNOLOGIES
CORPORATION, hereby severally constitute RANDY W. FREY and MONTY K. ALLEN, and
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all amendments to said Registration Statement and generally to do
all such things in our name and behalf in our capacities as officers and
directors to enable AUTONOMOUS TECHNOLOGIES CORPORATION to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

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

Signature                                      Title                      Date
---------------------------  -----------------------------------------  --------
[S]                          [C]                                        [C]
 
/s/Randy W. Frey             Chairman of the Board, Director,           09/30/96
---------------------------  President and Chief Executive Officer
Randy W. Frey              

/s/ Richard C. Capozza       Director, Executive Vice President, and    09/23/96
---------------------------  Chief Operating Officer               
Richard C. Capozza, Ph.D.    

/s/ Monty K. Allen           Vice President, Treasurer and Chief         10/1/96
---------------------------  Financial Officer
Monty K. Allen
 
/s/ G. Richard Downes, Jr.   Director and Vice President, Science and   09/30/96
---------------------------  Technology
G. Richard Downes            

/s/ G. A. Herbert            Director                                   09/24/96
---------------------------
G. Arthur Herbert
 
                             
/s/Stanley Ruffett           Director                                   09/23/96
---------------------------
Stanley Ruffett
 
                             
/s/ Timothy Barabe           Director                                   09/27/96
---------------------------
Timothy Barabe

                                       6
Signature                  Title                                        Date
---------                  -----                                        ----  
 
/s/ Richard H. Keates      Director                                     09/24/96
---------------------------
Richard H. Keates, M.D.

                                       7