<PAGE>
 
     As filed with the Securities and Exchange Commission on June 24, 1997

                                                      REGISTRATION NO. 333 -
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   under the
                            SECURITIES ACT OF 1933

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

                    MICROFLUIDICS INTERNATIONAL CORPORATION
            (Exact name of Registrant as specified in its charter)

              DELAWARE                                     04-2790322    
    (State or other jurisdiction                       (I.R.S. Employer  
    of incorporation or organization)                  Identification No.)

                                30 OSSIPEE ROAD
                       NEWTON, MASSACHUSETTS 02164-9101
                                (617) 969-5452
                   (Address of Principal Executive Offices)

                    MICROFLUIDICS INTERNATIONAL CORPORATION
                                1988 STOCK PLAN
                          (Full titles of the plans)

                   MICHAEL A. LENTO, PRESIDENT AND TREASURER
                    MICROFLUIDICS INTERNATIONAL CORPORATION
                                30 OSSIPEE ROAD
                       NEWTON, MASSACHUSETTS 02164-9101
                                (617) 969-5452
                    (Name, address, including zip code, and
                       telephone number, including area
                          code, of agent for service)

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


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
============================================================================================================
                                                        Proposed          Proposed
                                                        maximum            maximum
             Title of                Amount to be    offering price       aggregate          Amount of
    securities to be registered     registered/(1)/  per share/(2)/  offering price/(2)/  registration fee
------------------------------------------------------------------------------------------------------------
    <S>                             <C>              <C>             <C>                  <C>
 
    Common Stock, $.01 par value        600,000         $1.84375          $1,106,250          $336.00
============================================================================================================
</TABLE>

(1) The number of shares of common stock, par value $.01 per share ("Common
    Stock"), stated above consists of the aggregate number of new shares which
    may be sold upon the exercise of options which may hereafter be granted
    under the Microfluidics International Corporation 1988 Stock Plan, as
    amended through May 27, 1997 (the "Plan").  The maximum number of shares
    which may be sold upon the exercise of such options granted under the Plan
    is subject to adjustment in accordance with certain anti-dilution and other
    provisions of said Plan.  Accordingly, pursuant to Rule 416 under the
    Securities Act of 1933, as amended (the "Securities Act"), this Registration
    Statement covers, in addition to the number of shares stated above, an
    indeterminate number of shares which may be subject to grant or otherwise
    issuable after the operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act and is made on the basis of the average of the high and low
    sale prices per share of the Common Stock on the National Market System of
    the Nasdaq Stock Market, Inc. as of a date (June 18, 1997) within 5 business
    days prior to filing this Registration Statement.

================================================================================
 
<PAGE>
 
                               EXPLANATORY NOTE
                               ----------------


      In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan. This Registration Statement
on Form S-8 hereby registers 600,000 new shares of Common Stock pursuant to the
Plan. Registration Statements on Form S-8 (File No. 33-38925), registering an
aggregate of 1,750,000 shares of Common Stock under the Plan, were filed with
the Commission on February 11, 1991 and November 25, 1994.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
-------------------------------------------------------- 

         The following documents filed by the Company with the Commission are
incorporated herein by reference:

         (a)    The Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1996.

         (b)    The Company's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 1997.

         (c)    The description of the Common Stock contained in the Company's
                Registration Statement on Form 8-A (File No. 0-11625) filed
                under the Securities Exchange Act of 1934, including any
                amendment or report filed for the purpose of updating such
                description.

         All reports and other documents filed by the Company after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which 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 reports
and documents.

Item 4.  Description of Securities.
---------------------------------- 

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
----------------------------------------------- 

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Members
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and certain members of
their families and trusts for their benefit own an aggregate of approximately
40,000 shares of Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.
-------------------------------------------------- 

         Incorporated herein by reference to the Company's Registration
Statement on Form S-1, File No. 2-85290.

Item 7.  Exemption from Registration Claimed.
-------------------------------------------- 

         Not Applicable.

Item 8.  Exhibits.
----------------- 

         (4.1)  Restated Certificate of Incorporation (filed as Exhibit 3(a) to
                the Company's Registration Statement on Form S-1, File No. 
                2-85290, and incorporated herein by reference).

         (4.2)  Restated By-Laws (filed as Exhibit 3(b) to the Company's
                Registration Statement on Form S-1, as amended, File No. 
                2-85290, and incorporated herein by reference).

         (5)    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                as to the legality of shares being registered.

                                      II-1
<PAGE>
 
         (10.1) The Company's 1988 Stock Plan, as amended through May 27, 1997.

         (23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
                P.C. (included in opinion of counsel filed as Exhibit 5).

         (23.2) Consent of Coopers & Lybrand L.L.P.

         (24)   Power of Attorney to file future amendments (set forth on the
                signature page of this Registration Statement).

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, represents a fundamental change
                             in the information set forth in the Registration
                             Statement;

                      (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 paragraphs (a)(1)(i) and
                (a)(1)(ii) do not apply if the Registration Statement is on Form
                S-3 or Form S-8, and the information required to be included in
                a post-effective amendment by those paragraphs is contained in
                periodic reports filed by the Company pursuant to Section 13 or
                Section 15(d) of the Securities Exchange Act of 1934 that are
                incorporated by reference in this Registration Statement.

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

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

(b)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Securities Act of 1933 and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the 

                                      II-2
<PAGE>
 
         payment by the Company of expenses incurred or paid by a director,
         officer or controlling person of the Company 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 Company 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-3
<PAGE>
 
                                  SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Company 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 Newton, Commonwealth of Massachusetts on June 23, 1997.


                                        MICROFLUIDICS INTERNATIONAL
                                           CORPORATION


                                        By:  /s/ MICHAEL A. LENTO
                                             ----------------------------------
                                             Michael A. Lento
                                             President and Treasurer


         Each person whose signature appears below constitutes and appoints
Michael A. Lento and Irwin J. Gruverman, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Microfluidics International
Corporation, 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 or necessary
to be done in or about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
 
         Signature                         Title                      Date
         ---------                         -----                      ----
<S>                               <C>                             <C>
                                                           
/s/ IRWIN J. GRUVERMAN            Chief Executive Officer,        June 23, 1997
------------------------------    Chairman of the Board of    
Irwin J. Gruverman                Directors and Secretary      
                                  (principal executive officer)
                                                               
                                
/s/ MICHAEL A. LENTO              President, Treasurer            June 23, 1997
------------------------------    and Director
Michael A. Lento                  (principal financial officer
                                  and principal accounting         
                                  officer)                        
 
                                  Director
------------------------------    
Robert L. Bogomolny


JAMES N. LITTLE                   Director                        June 23, 1997
------------------------------
James N. Little

VINCENT B. CORTINA                Director                        June 23, 1997
------------------------------
Vincent B. Cortina       
</TABLE> 

                                      II-4
<PAGE>
 
                    MICROFLUIDICS INTERNATIONAL CORPORATION

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
 
 
Exhibit                                                              Sequential
Number     Description                                               Page No.
------     -----------                                               --------
<S>        <C>                                                       <C>       
           
(4.1)      Restated Certificate of Incorporation (filed as 
           Exhibit 3(a) to the Company's Registration Statement 
           on Form S-1, File No. 2-85290 and incorporated herein 
           by reference).
           
(4.2)      Restated By-Laws (filed as Exhibit 3(b) to the 
           Company's Registration Statement on Form S-1, as 
           amended, File No. 2-85290, and incorporated herein by 
           reference).
           
(5)        Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and 
           Popeo, P.C. as to the legality of shares being 
           registered.                                                7
                                                                      
(10.1)     The Company's 1988 Stock Plan, as amended through 
           May 27, 1997.                                              9

(23.1)     Consent of Mintz, Levin, Cohn, Ferris, Glovsky and 
           Popeo, P.C. (included in opinion of counsel filed 
           as Exhibit 5).                                             __
                                                                      
(23.2)     Consent of Coopers & Lybrand L.L.P.                        21 
                                                                      
(24)       Power of Attorney to file future amendments (set 
           forth on the signature page of this Registration 
           Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18369}]
{"company-data": {"conformed-name": "MICROFLUIDICS INTERNATIONAL CORP", "cik": "0000723889", "assigned-sic": "3821", "irs-number": "042793022", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29949", "film-number": "97629162"}, "business-address": {"street1": "30 OSSIPEE RD", "street2": "P O BOX 9101", "city": "NEWTON", "state": "MA", "zip": "02164-9101", "phone": "6179695452"}, "mail-address": {"street1": "30 OSSIPEE ROAD", "street2": "P O BOX 9101", "city": "NEWTON", "state": "MA", "zip": "02164-9101"}}
As filed with the Securities and Exchange Commission on June 24, 1997

                                                      REGISTRATION NO. 333 -
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   under the
                            SECURITIES ACT OF 1933

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

                    MICROFLUIDICS INTERNATIONAL CORPORATION
            (Exact name of Registrant as specified in its charter)

              DELAWARE                                     04-2790322    
    (State or other jurisdiction                       (I.R.S. Employer  
    of incorporation or organization)                  Identification No.)

                                30 OSSIPEE ROAD
                       NEWTON, MASSACHUSETTS 02164-9101
                                (617) 969-5452
                   (Address of Principal Executive Offices)

                    MICROFLUIDICS INTERNATIONAL CORPORATION
                                1988 STOCK PLAN
                          (Full titles of the plans)

                   MICHAEL A. LENTO, PRESIDENT AND TREASURER
                    MICROFLUIDICS INTERNATIONAL CORPORATION
                                30 OSSIPEE ROAD
                       NEWTON, MASSACHUSETTS 02164-9101
                                (617) 969-5452
                    (Name, address, including zip code, and
                       telephone number, including area
                          code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                        Proposed          Proposed
                                                        maximum            maximum
             Title of                Amount to be    offering price       aggregate          Amount of
    securities to be registered     registered/(1)/  per share/(2)/  offering price/(2)/  registration fee
------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value        600,000         $1.84375          $1,106,250          $336.00
============================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
    Stock"), stated above consists of the aggregate number of new shares which
    may be sold upon the exercise of options which may hereafter be granted
    under the Microfluidics International Corporation 1988 Stock Plan, as
    amended through May 27, 1997 (the "Plan").  The maximum number of shares
    which may be sold upon the exercise of such options granted under the Plan
    is subject to adjustment in accordance with certain anti-dilution and other
    provisions of said Plan.  Accordingly, pursuant to Rule 416 under the
    Securities Act of 1933, as amended (the "Securities Act"), this Registration
    Statement covers, in addition to the number of shares stated above, an
    indeterminate number of shares which may be subject to grant or otherwise
    issuable after the operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act and is made on the basis of the average of the high and low
    sale prices per share of the Common Stock on the National Market System of
    the Nasdaq Stock Market, Inc. as of a date (June 18, 1997) within 5 business
    days prior to filing this Registration Statement.

================================================================================
EXPLANATORY NOTE
                               ----------------

      In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan. This Registration Statement
on Form S-8 hereby registers 600,000 new shares of Common Stock pursuant to the
Plan. Registration Statements on Form S-8 (File No. 33-38925), registering an
aggregate of 1,750,000 shares of Common Stock under the Plan, were filed with
the Commission on February 11, 1991 and November 25, 1994.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
-------------------------------------------------------- 

         The following documents filed by the Company with the Commission are
incorporated herein by reference:

         (a)    The Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1996.

         (b)    The Company's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 1997.

         (c)    The description of the Common Stock contained in the Company's
                Registration Statement on Form 8-A (File No. 0-11625) filed
                under the Securities Exchange Act of 1934, including any
                amendment or report filed for the purpose of updating such
                description.

         All reports and other documents filed by the Company after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which 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 reports
and documents.

Item 4.  Description of Securities.
---------------------------------- 

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
----------------------------------------------- 

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Members
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and certain members of
their families and trusts for their benefit own an aggregate of approximately
40,000 shares of Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.
-------------------------------------------------- 

         Incorporated herein by reference to the Company's Registration
Statement on Form S-1, File No. 2-85290.

Item 7.  Exemption from Registration Claimed.
-------------------------------------------- 

         Not Applicable.

Item 8.  Exhibits.
----------------- 

         (4.1)  Restated Certificate of Incorporation (filed as Exhibit 3(a) to
                the Company's Registration Statement on Form S-1, File No. 
                2-85290, and incorporated herein by reference).

         (4.2)  Restated By-Laws (filed as Exhibit 3(b) to the Company's
                Registration Statement on Form S-1, as amended, File No. 
                2-85290, and incorporated herein by reference).

         (5)    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                as to the legality of shares being registered.

                                      II-1
(10.1) The Company's 1988 Stock Plan, as amended through May 27, 1997.

         (23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
                P.C. (included in opinion of counsel filed as Exhibit 5).

         (23.2) Consent of Coopers & Lybrand L.L.P.

         (24)   Power of Attorney to file future amendments (set forth on the
                signature page of this Registration Statement).

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, represents a fundamental change
                             in the information set forth in the Registration
                             Statement;

                      (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 paragraphs (a)(1)(i) and
                (a)(1)(ii) do not apply if the Registration Statement is on Form
                S-3 or Form S-8, and the information required to be included in
                a post-effective amendment by those paragraphs is contained in
                periodic reports filed by the Company pursuant to Section 13 or
                Section 15(d) of the Securities Exchange Act of 1934 that are
                incorporated by reference in this Registration Statement.

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

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

(b)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Securities Act of 1933 and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the 

                                      II-2
payment by the Company of expenses incurred or paid by a director,
         officer or controlling person of the Company 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 Company 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-3
SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Company 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 Newton, Commonwealth of Massachusetts on June 23, 1997.

                                        MICROFLUIDICS INTERNATIONAL
                                           CORPORATION

                                        By:  /s/ MICHAEL A. LENTO
                                             ----------------------------------
                                             Michael A. Lento
                                             President and Treasurer

         Each person whose signature appears below constitutes and appoints
Michael A. Lento and Irwin J. Gruverman, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Microfluidics International
Corporation, 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 or necessary
to be done in or about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                         Title                      Date
         ---------                         -----                      ----
/s/ IRWIN J. GRUVERMAN            Chief Executive Officer,        June 23, 1997
------------------------------    Chairman of the Board of    
Irwin J. Gruverman                Directors and Secretary      
                                  (principal executive officer)
                                                               
                                
/s/ MICHAEL A. LENTO              President, Treasurer            June 23, 1997
------------------------------    and Director
Michael A. Lento                  (principal financial officer
                                  and principal accounting         
                                  officer)                        
 
                                  Director
------------------------------    
Robert L. Bogomolny

JAMES N. LITTLE                   Director                        June 23, 1997
------------------------------
James N. Little

VINCENT B. CORTINA                Director                        June 23, 1997
------------------------------
Vincent B. Cortina
II-4
MICROFLUIDICS INTERNATIONAL CORPORATION

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT
Exhibit                                                              Sequential
Number     Description                                               Page No.
------     -----------                                               --------
(4.1)      Restated Certificate of Incorporation (filed as 
           Exhibit 3(a) to the Company's Registration Statement 
           on Form S-1, File No. 2-85290 and incorporated herein 
           by reference).
           
(4.2)      Restated By-Laws (filed as Exhibit 3(b) to the 
           Company's Registration Statement on Form S-1, as 
           amended, File No. 2-85290, and incorporated herein by 
           reference).
           
(5)        Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and 
           Popeo, P.C. as to the legality of shares being 
           registered.                                                7
                                                                      
(10.1)     The Company's 1988 Stock Plan, as amended through 
           May 27, 1997.                                              9

(23.1)     Consent of Mintz, Levin, Cohn, Ferris, Glovsky and 
           Popeo, P.C. (included in opinion of counsel filed 
           as Exhibit 5).                                             __
                                                                      
(23.2)     Consent of Coopers & Lybrand L.L.P.                        21 
                                                                      
(24)       Power of Attorney to file future amendments (set 
           forth on the signature page of this Registration 
           Statement).