<PAGE>

   As filed with the Securities and Exchange Commission on September 14, 2001

                                                   Registration No. 333-________


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

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

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


          Delaware                                     13-3632860
 -----------------------------                ------------------------------
 (State or other Jurisdiction)               (IRS Employer Identification No.)


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

                   CONSULTING AGREEMENT WITH WILLIAM T. FIGART
                          LEGAL ADVISORY AGREEMENT WITH
                        WILENTZ, GOLDMAN & SPITZER, P.A.
                            (Full title of the plans)

                                Ronald G. McKeown
                                  P.O. Box 128
                        Wood-Ridge, New Jersey 07075-0128
                                 (973) 470-7000
                (Name, Address, including zip code, and telephone
          number, including area code, of agent for service of process)

                                   ----------

                          Copies of Communications to:
                               John T. Kelly, Esq.
                        Wilentz, Goldman & Spitzer, P.A.
                           90 Woodbridge Center Drive
                          Woodbridge, New Jersey 07095


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================== ================= ==================== ==================== =================
                                                          Proposed Maximum     Proposed Maximum       Amount of
         Title of Securities             Amount to be      Offering Price     Aggregate Offering   Registration Fee
          to be Registered                Registered        Per Share(1)           Price(1)
-------------------------------------- ----------------- -------------------- -------------------- -----------------
<S>                                    <C>               <C>                  <C>                  <C>
Common Stock, par value $.01 per
share                                   28,667 Shares           $.73               $20,926.91             $5.23
-------------------------------------- ----------------- -------------------- -------------------- -----------------
Common Stock, par value $.01 per
share                                   260,629 Shares          $.73              $190,259.17            $47.56
====================================== ================= ==================== ==================== =================
</TABLE>

----------------------
(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of the
     reported high and low bid price of the shares of Common Stock on September
     10, 2001, as reported on the OTC Bulletin Board.


<PAGE>


                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

     Rotary Power International, Inc. (the "Company" or the "Registrant") is
offering shares of its common stock, $.01 par value (the "Common Stock") to an
individual consultant as consideration for consulting services rendered to the
Company and to a partner of the law firm which serves as its legal counsel as
consideration for legal services rendered to the Company. This issuance of
Common Stock is being made pursuant to a consulting agreement between the
Company and the individual and pursuant to a legal advisory agreement between
the Company and its legal counsel. The Company has equated the number of shares
of Common Stock to the value of the consulting and legal services provided or to
be provided by the individual and its legal counsel. The shares of Common Stock
issued hereunder will not be subject to any resale restrictions. The following
individuals will receive the number of shares of Common Stock indicated beside
each of their names:

          William T. Figart                   28,667
          John T. Kelly                      260,629


                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, as filed by the Company with the Securities and
Exchange Commission, are incorporated by reference in this Registration
Statement and made a part hereof:

          (a) The Company's Annual Report on Form 10-KSB for the year ended
     December 31, 2000, filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934.

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

          (c) The description of the Common Stock of the Company that is
     contained in the Registration Statement on Form SB-2 filed with the
     Securities and Exchange Commission on February 9, 1994 under Section 12(b)
     of the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating such description.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained therein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment that indicate that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.

<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

     The Company entered into indemnification agreements with each of its
directors and executive officers and, pursuant to such agreement, has agreed to
indemnify each director and executive officer to the fullest extent permitted
under the Company's Certificate of Incorporation and under the Delaware General
Corporation Law, and has further agreed to advance any expenses incurred by any
such director or executive officer defending any civil, criminal, administrative
or investigative action, suit or proceeding before a final disposition of such
action, suit or proceeding upon the receipt of an undertaking from such director
or executive officer to repay such amounts advanced in the event that it is
ultimately determined that such director or executive officer was not entitled
to indemnification.

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8. EXHIBITS.

     The following is a list of exhibits filed as part of this Registration
Statement.

<TABLE>
<CAPTION>

EXHIBIT NUMBER        EXHIBIT
--------------        -------
<S>                   <C>
    4.1               Consulting Agreement between Rotary Power International, Inc. and William T.
                      Figart dated September 7, 2001.

    4.2               Legal Advisory Agreement between Rotary Power International, Inc. and Wilentz,
                      Goldman & Spitzer, P.A. dated September 7, 2001.

    5.1               Opinion of Wilentz, Goldman & Spitzer, P.A.

   23.1               Consent of Demetrius & Company, L.L.C.

   23.2               Consent of Wilentz, Goldman & Spitzer, P.A. (included as part of Exhibit 5.1)
</TABLE>


ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

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

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

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

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

     PROVIDED, HOWEVER, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

<PAGE>

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

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 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 this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned in the City of
Wood-Ridge, State of New Jersey, on the 14th day of September, 2001.




                                       ROTARY POWER INTERNATIONAL, INC.


                                       By: /s/ Ronald G. McKeown
                                           -----------------------------------
                                           RONALD G. MCKEOWN,
                                           President, Chief Executive Officer,
                                           Director and Executive Vice President
                                           and Director of Marketing


     In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:



/s/ Virgil E. Wenger                               Dated: September 14, 2001
---------------------------------
Virgil E. Wenger
Chairman


/s/ Ronald G. McKeown                              Dated: September 14, 2001
---------------------------------
Ronald G. McKeown
Director


/s/ Douglas M. Drew                                Dated: September 14, 2001
---------------------------------
Douglas M. Drew
Director


<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT NUMBER                      EXHIBIT
--------------                      -------
<S>                                 <C>
     4.1                            Consulting Agreement between Rotary Power International, Inc. and William T.
                                    Figart dated September 7, 2001.

     4.2                            Legal Advisory Agreement between Rotary Power International, Inc. and Wilentz,
                                    Goldman & Spitzer, P.A. dated September 7, 2001.

     5.1                            Opinion of Wilentz, Goldman & Spitzer, P.A.

    23.1                            Consent of Demetrius & Company, L.L.C.

    23.2                            Consent of Wilentz, Goldman & Spitzer, P.A. (included as part of Exhibit 5.1)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2059216zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18734}]
{"company-data": {"conformed-name": "ROTARY POWER INTERNATIONAL INC", "cik": "0000914539", "assigned-sic": "8731", "irs-number": "133632860", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69364", "film-number": "1736901"}, "business-address": {"street1": "22 PASSAIC ST", "street2": "PO BOX 128", "city": "WOOD-RIDGE", "state": "NJ", "zip": "07075", "phone": "2014707000"}, "mail-address": {"street1": "22 PASAIC ST", "city": "WOOD-RIDGE", "state": "NJ", "zip": "07075"}}
As filed with the Securities and Exchange Commission on September 14, 2001

                                                   Registration No. 333-________

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

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

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

          Delaware                                     13-3632860
 -----------------------------                ------------------------------
 (State or other Jurisdiction)               (IRS Employer Identification No.)

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

                   CONSULTING AGREEMENT WITH WILLIAM T. FIGART
                          LEGAL ADVISORY AGREEMENT WITH
                        WILENTZ, GOLDMAN & SPITZER, P.A.
                            (Full title of the plans)

                                Ronald G. McKeown
                                  P.O. Box 128
                        Wood-Ridge, New Jersey 07075-0128
                                 (973) 470-7000
                (Name, Address, including zip code, and telephone
          number, including area code, of agent for service of process)

                                   ----------

                          Copies of Communications to:
                               John T. Kelly, Esq.
                        Wilentz, Goldman & Spitzer, P.A.
                           90 Woodbridge Center Drive
                          Woodbridge, New Jersey 07095

                         CALCULATION OF REGISTRATION FEE
====================================== ================= ==================== ==================== =================
                                                          Proposed Maximum     Proposed Maximum       Amount of
         Title of Securities             Amount to be      Offering Price     Aggregate Offering   Registration Fee
          to be Registered                Registered        Per Share(1)           Price(1)
-------------------------------------- ----------------- -------------------- -------------------- -----------------
Common Stock, par value $.01 per
share                                   28,667 Shares           $.73               $20,926.91             $5.23
-------------------------------------- ----------------- -------------------- -------------------- -----------------
Common Stock, par value $.01 per
share                                   260,629 Shares          $.73              $190,259.17            $47.56
====================================== ================= ==================== ==================== =================
----------------------
(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of the
     reported high and low bid price of the shares of Common Stock on September
     10, 2001, as reported on the OTC Bulletin Board.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

     Rotary Power International, Inc. (the "Company" or the "Registrant") is
offering shares of its common stock, $.01 par value (the "Common Stock") to an
individual consultant as consideration for consulting services rendered to the
Company and to a partner of the law firm which serves as its legal counsel as
consideration for legal services rendered to the Company. This issuance of
Common Stock is being made pursuant to a consulting agreement between the
Company and the individual and pursuant to a legal advisory agreement between
the Company and its legal counsel. The Company has equated the number of shares
of Common Stock to the value of the consulting and legal services provided or to
be provided by the individual and its legal counsel. The shares of Common Stock
issued hereunder will not be subject to any resale restrictions. The following
individuals will receive the number of shares of Common Stock indicated beside
each of their names:

          William T. Figart                   28,667
          John T. Kelly                      260,629

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, as filed by the Company with the Securities and
Exchange Commission, are incorporated by reference in this Registration
Statement and made a part hereof:

          (a) The Company's Annual Report on Form 10-KSB for the year ended
     December 31, 2000, filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934.

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

          (c) The description of the Common Stock of the Company that is
     contained in the Registration Statement on Form SB-2 filed with the
     Securities and Exchange Commission on February 9, 1994 under Section 12(b)
     of the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating such description.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained therein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment that indicate that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

     The Company entered into indemnification agreements with each of its
directors and executive officers and, pursuant to such agreement, has agreed to
indemnify each director and executive officer to the fullest extent permitted
under the Company's Certificate of Incorporation and under the Delaware General
Corporation Law, and has further agreed to advance any expenses incurred by any
such director or executive officer defending any civil, criminal, administrative
or investigative action, suit or proceeding before a final disposition of such
action, suit or proceeding upon the receipt of an undertaking from such director
or executive officer to repay such amounts advanced in the event that it is
ultimately determined that such director or executive officer was not entitled
to indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The following is a list of exhibits filed as part of this Registration
Statement.
EXHIBIT NUMBER        EXHIBIT
--------------        -------
4.1               Consulting Agreement between Rotary Power International, Inc. and William T.
                      Figart dated September 7, 2001.

    4.2               Legal Advisory Agreement between Rotary Power International, Inc. and Wilentz,
                      Goldman & Spitzer, P.A. dated September 7, 2001.

    5.1               Opinion of Wilentz, Goldman & Spitzer, P.A.

   23.1               Consent of Demetrius & Company, L.L.C.

   23.2               Consent of Wilentz, Goldman & Spitzer, P.A. (included as part of Exhibit 5.1)
ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

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

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

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

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

     PROVIDED, HOWEVER, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial BONA FIDE offering thereof.

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 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 this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned in the City of
Wood-Ridge, State of New Jersey, on the 14th day of September, 2001.

                                       ROTARY POWER INTERNATIONAL, INC.

                                       By: /s/ Ronald G. McKeown
                                           -----------------------------------
                                           RONALD G. MCKEOWN,
                                           President, Chief Executive Officer,
                                           Director and Executive Vice President
                                           and Director of Marketing

     In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

/s/ Virgil E. Wenger                               Dated: September 14, 2001
---------------------------------
Virgil E. Wenger
Chairman

/s/ Ronald G. McKeown                              Dated: September 14, 2001
---------------------------------
Ronald G. McKeown
Director

/s/ Douglas M. Drew                                Dated: September 14, 2001
---------------------------------
Douglas M. Drew
Director
INDEX TO EXHIBITS
EXHIBIT NUMBER                      EXHIBIT
--------------                      -------
4.1                            Consulting Agreement between Rotary Power International, Inc. and William T.
                                    Figart dated September 7, 2001.

     4.2                            Legal Advisory Agreement between Rotary Power International, Inc. and Wilentz,
                                    Goldman & Spitzer, P.A. dated September 7, 2001.

     5.1                            Opinion of Wilentz, Goldman & Spitzer, P.A.

    23.1                            Consent of Demetrius & Company, L.L.C.

    23.2                            Consent of Wilentz, Goldman & Spitzer, P.A. (included as part of Exhibit 5.1)