<PAGE>

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 2001
                                                   REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             ----------------------

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

                               PHYSIOMETRIX, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                             ----------------------

               DELAWARE                                 77-0248588
               --------                                 ----------
(STATE OF INCORPORATION OR ORGANIZATION)    (I.R.S. EMPLOYER IDENTIFICATION NO.)

                               FIVE BILLERICA PARK
                              101 BILLERICA AVENUE
                         NORTH BILLERICA, MA 01862-1256
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                             ----------------------

                          2000 SUPPLEMENTAL STOCK PLAN
                             2001 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                             ----------------------

                                JOHN A. WILLIAMS
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                               PHYSIOMETRIX, INC.
                               FIVE BILLERICA PARK
                              101 BILLERICA AVENUE
                         NORTH BILLERICA, MA 01862-1256
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
                             ----------------------

                                 (978) 670-2422
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                             ----------------------

                                   COPIES TO:

                           CHRISTOPHER MITCHELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

================================================================================
<Page>

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
======================================================================================================================

                                                               Proposed Maximum    Proposed Maximum
           Title of Securities             Maximum Amount to       Offering           Aggregate           Amount of
            to be Registered                 be Registered      Price Per Share     Offering Price    Registration Fee
----------------------------------------------------------------------------------------------------------------------

<S>                                         <C>                     <C>             <C>                    <C>
2000 SUPPLEMENTAL STOCK PLAN
Common Stock,
   $0.001 par value, shares
   outstanding (1)                             67,500 shares        $12.06           $813,750.00           $203.44
   $0.001 par value, shares available
   for future grant (2)                        32,500 shares         $1.83            $59,475.00            $14.87
2001 STOCK OPTION PLAN
Common Stock,
$0.001 par value, shares available for
future grant (3)                            1,500,000 shares         $1.83         $2,745,000.00           $686.25
TOTAL                                       1,600,000 SHARES                                               $904.56
======================================================================================================================
</Table>

(1)      Calculated in accordance with Rule 457(h) under the Securities Act
         based on the weighted average exercise price per share of $12.06 as to
         67,500 outstanding but unexercised options to purchase Common Stock.

(2)      The Proposed Maximum Offering Price Per Share has been estimated in
         accordance with Rule 457 (c) under the Securities Act of 1933 as to the
         32,500 shares of Common Stock authorized for issuance pursuant to the
         2000 Supplemental Stock Plan, solely for the purpose of calculating the
         registration fee. No options have been granted with respect to such
         shares. The computation is based upon the average of the high and low
         price of the Common Stock as reported on the Nasdaq National Market on
         September 4, 2001 because the price at which the options to be granted
         in the future may be exercised is not currently determinable.

(3)      The Proposed Maximum Offering Price Per Share has been estimated in
         accordance with Rule 457 (c) under the Securities Act of 1933 as to the
         1,500,000 shares of Common Stock authorized for issuance pursuant to
         the 2001 Stock Option Plan, solely for the purpose of calculating the
         registration fee. No options have been granted with respect to such
         shares. The computation is based upon the average of the high and low
         price of the Common Stock as reported on the Nasdaq National Market on
         September 4, 2001 because the price at which the options to be granted
         in the future may be exercised is not currently determinable.

<Page>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by
Physiometrix, Inc. (the "Company") with the Securities and Exchange Commission:

(a)      The audited financial statements for the Registrant's fiscal year ended
         December 31, 2000 contained in the Registration Statement on Form 10-K
         filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as
         amended (the "Securities Act"), on March 28, 2001.

(b)      The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         June 30, 2001, March 31, 2001, September 30, 2000, and June 30, 2000
         filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), on May 10, 2001, and November 14, 2000,
         and August 14, 2000 respectively.

(c)      The description of the Common Stock of the Registrant that is contained
         in the Registration Statement on Form S-1 (No. 333-2138) filed pursuant
         to Rule 424(b)(4) under the Securities Act.

(d)      All documents filed by the Registrant pursuant to Sections 13(a),
         13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of
         this Registration Statement and prior to the filing of a post-effective
         amendment which indicates that all securities offered have been sold or
         which deregisters all securities then remaining unsold, shall be deemed
         to be incorporated by reference in the Registration Statement 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.

         Certain members of Wilson Sonsini Goodrich and Rosati, Professional
Corporation, and investment partnerships of which such persons are partners
beneficially own 13,854 shares of the Registrant's Common Stock.

ITEM  6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power 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
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the


                                      -2-
<Page>

corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that "a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."

         The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the DGCL, no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. The Certificate of Incorporation also provides
that no amendment or repeal of such provision shall apply to or have any effect
on the right to indemnification permitted thereunder with respect to claims
arising from acts or omissions occurring in whole or in part before the
effective date of such amendment or repeal whether asserted before or after such
amendment or repeal.

         The Company's Bylaws provide that the Company shall indemnify to the
fullest extent permitted by law each of its directors and executive officers and
may indemnify to the fullest extent permitted by law its other officers,
employees and other agents, against expenses actually and reasonably incurred in
connection with any proceeding arising by reason of the fact that such person is
or was an agent of the corporation.

         The Company has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Company's Bylaws, and intends to enter into indemnification agreements with
any new directors and executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

<Table>
<Caption>
     Exhibit
     Number                            Document
------------        ------------------------------------------------------------
     <S>            <C>
      4.1           2000 Supplemental Stock Plan.

      4.2           2001 Stock Option Plan.

      5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation, as to the legality of securities being
                    registered.

     23.1           Consent of Ernst & Young LLP, independent auditors.


                                      -3-

<Page>

<Caption>
     Exhibit
     Number                            Document
------------        ------------------------------------------------------------

     23.2           Consent of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation (contained in Exhibit 5.1 hereto).

     24.1           Power of Attorney (see page II-4).
</Table>

ITEM 9.  UNDERTAKINGS.

         A.       The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of
the registrant's annual report pursuant to section 13(a) or section 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 Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Corporation Law, the Company's Certificate of
Incorporation, the Company's Bylaws or the Company's indemnification agreements,
or otherwise, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, 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
Securities Act and will be governed by the final adjudication of such issue.


                                      -4-
<Page>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North Billerica, State of Massachusetts, on September
7, 2001.

                                            PHYSIOMETRIX, INC.

                                            By:  /S/ JOHN A. WILLIAMS
                                                 -------------------------------
                                                 John A. Williams, President and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Williams and Daniel W. Muehl,
jointly and severally, as his or her attorneys-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
              Signature                                          Title                                   Date
------------------------------------------      -----------------------------------------------   -----------------
<S>                                             <C>                                               <C>
/S/ JOHN A. WILLIAMS                            President, Chief Executive Officer and Director   September 7, 2001
------------------------------------------      (Principal Executive Officer)
(John A. Williams)

/S/ DANIEL W. MUEHL                             Vice President of Finance & Administration and    September 7, 2001
------------------------------------------      Chief Financial Officer (Principal Financial
(Daniel W.Muehl)                                and Accounting Officer)

/S/ THOMAS BARUCH                               Chairman of the Board of Directors                September 7, 2001
------------------------------------------
(Thomas Baruch)

/S/ JAMES SAALFIELD                             Director                                          September 7, 2001
------------------------------------------
(James Saalfield)

/S/ CHRISTOPHER D. MITCHELL                     Director                                          September 7, 2001
------------------------------------------
(Christopher D. Mitchell)
</Table>


                                      -5-
<Page>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    EXHIBITS

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

                       REGISTRATION STATEMENT ON FORM S-8

                               PHYSIOMETRIX, INC.
<Page>

                                INDEX TO EXHIBITS

<Table>
<Caption>
     Exhibit
      Number                              Document
---------------     ------------------------------------------------------------
     <S>            <C>
      4.1           2000 Supplemental Stock Plan.

      4.2           2001 Stock Option Plan.

      5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation, as to the legality of securities being
                    registered.

     23.1           Consent of Ernst & Young LLP, independent auditors.

     23.2           Consent of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation (contained in Exhibit 5.1 hereto).

     24.1           Power of Attorney (see page II-4).
</Table>
[{"type": "S-8", "sequence": "1", "filename": "a2058801zs-8.txt", "description": "S-8", "secsgml_size_bytes": 20237}]
{"company-data": {"conformed-name": "PHYSIOMETRIX INC", "cik": "0001010397", "assigned-sic": "3845", "irs-number": "770238187", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69106", "film-number": "1733252"}, "business-address": {"street1": "FIVE BILLERICA PARK", "street2": "101 BILLERICA AVE", "city": "NORTH BILLERICA", "state": "MA", "zip": "01862", "phone": "5086702422"}, "mail-address": {"street1": "FIVE BILLERICA PARK", "street2": "101 BILLERICA AVE", "city": "NORTH BILLERICA", "state": "MA", "zip": "01862"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 2001
                                                   REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             ----------------------

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

                               PHYSIOMETRIX, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                             ----------------------

               DELAWARE                                 77-0248588
               --------                                 ----------
(STATE OF INCORPORATION OR ORGANIZATION)    (I.R.S. EMPLOYER IDENTIFICATION NO.)

                               FIVE BILLERICA PARK
                              101 BILLERICA AVENUE
                         NORTH BILLERICA, MA 01862-1256
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                             ----------------------

                          2000 SUPPLEMENTAL STOCK PLAN
                             2001 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                             ----------------------

                                JOHN A. WILLIAMS
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                               PHYSIOMETRIX, INC.
                               FIVE BILLERICA PARK
                              101 BILLERICA AVENUE
                         NORTH BILLERICA, MA 01862-1256
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
                             ----------------------

                                 (978) 670-2422
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                             ----------------------

                                   COPIES TO:

                           CHRISTOPHER MITCHELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

================================================================================
CALCULATION OF REGISTRATION FEE
======================================================================================================================

                                                               Proposed Maximum    Proposed Maximum
           Title of Securities             Maximum Amount to       Offering           Aggregate           Amount of
            to be Registered                 be Registered      Price Per Share     Offering Price    Registration Fee
----------------------------------------------------------------------------------------------------------------------
2000 SUPPLEMENTAL STOCK PLAN
Common Stock,
   $0.001 par value, shares
   outstanding (1)                             67,500 shares        $12.06           $813,750.00           $203.44
   $0.001 par value, shares available
   for future grant (2)                        32,500 shares         $1.83            $59,475.00            $14.87
2001 STOCK OPTION PLAN
Common Stock,
$0.001 par value, shares available for
future grant (3)                            1,500,000 shares         $1.83         $2,745,000.00           $686.25
TOTAL                                       1,600,000 SHARES                                               $904.56
======================================================================================================================
(1)      Calculated in accordance with Rule 457(h) under the Securities Act
         based on the weighted average exercise price per share of $12.06 as to
         67,500 outstanding but unexercised options to purchase Common Stock.

(2)      The Proposed Maximum Offering Price Per Share has been estimated in
         accordance with Rule 457 (c) under the Securities Act of 1933 as to the
         32,500 shares of Common Stock authorized for issuance pursuant to the
         2000 Supplemental Stock Plan, solely for the purpose of calculating the
         registration fee. No options have been granted with respect to such
         shares. The computation is based upon the average of the high and low
         price of the Common Stock as reported on the Nasdaq National Market on
         September 4, 2001 because the price at which the options to be granted
         in the future may be exercised is not currently determinable.

(3)      The Proposed Maximum Offering Price Per Share has been estimated in
         accordance with Rule 457 (c) under the Securities Act of 1933 as to the
         1,500,000 shares of Common Stock authorized for issuance pursuant to
         the 2001 Stock Option Plan, solely for the purpose of calculating the
         registration fee. No options have been granted with respect to such
         shares. The computation is based upon the average of the high and low
         price of the Common Stock as reported on the Nasdaq National Market on
         September 4, 2001 because the price at which the options to be granted
         in the future may be exercised is not currently determinable.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by
Physiometrix, Inc. (the "Company") with the Securities and Exchange Commission:

(a)      The audited financial statements for the Registrant's fiscal year ended
         December 31, 2000 contained in the Registration Statement on Form 10-K
         filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as
         amended (the "Securities Act"), on March 28, 2001.

(b)      The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         June 30, 2001, March 31, 2001, September 30, 2000, and June 30, 2000
         filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), on May 10, 2001, and November 14, 2000,
         and August 14, 2000 respectively.

(c)      The description of the Common Stock of the Registrant that is contained
         in the Registration Statement on Form S-1 (No. 333-2138) filed pursuant
         to Rule 424(b)(4) under the Securities Act.

(d)      All documents filed by the Registrant pursuant to Sections 13(a),
         13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of
         this Registration Statement and prior to the filing of a post-effective
         amendment which indicates that all securities offered have been sold or
         which deregisters all securities then remaining unsold, shall be deemed
         to be incorporated by reference in the Registration Statement 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.

         Certain members of Wilson Sonsini Goodrich and Rosati, Professional
Corporation, and investment partnerships of which such persons are partners
beneficially own 13,854 shares of the Registrant's Common Stock.

ITEM  6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power 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
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the

                                      -2-
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that "a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."

         The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the DGCL, no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. The Certificate of Incorporation also provides
that no amendment or repeal of such provision shall apply to or have any effect
on the right to indemnification permitted thereunder with respect to claims
arising from acts or omissions occurring in whole or in part before the
effective date of such amendment or repeal whether asserted before or after such
amendment or repeal.

         The Company's Bylaws provide that the Company shall indemnify to the
fullest extent permitted by law each of its directors and executive officers and
may indemnify to the fullest extent permitted by law its other officers,
employees and other agents, against expenses actually and reasonably incurred in
connection with any proceeding arising by reason of the fact that such person is
or was an agent of the corporation.

         The Company has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Company's Bylaws, and intends to enter into indemnification agreements with
any new directors and executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
     Number                            Document
------------        ------------------------------------------------------------
4.1           2000 Supplemental Stock Plan.

      4.2           2001 Stock Option Plan.

      5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation, as to the legality of securities being
                    registered.

     23.1           Consent of Ernst & Young LLP, independent auditors.

                                      -3-
Exhibit
     Number                            Document
------------        ------------------------------------------------------------

     23.2           Consent of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation (contained in Exhibit 5.1 hereto).

     24.1           Power of Attorney (see page II-4).
ITEM 9.  UNDERTAKINGS.

         A.       The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of
the registrant's annual report pursuant to section 13(a) or section 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 Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Corporation Law, the Company's Certificate of
Incorporation, the Company's Bylaws or the Company's indemnification agreements,
or otherwise, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, 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
Securities Act and will be governed by the final adjudication of such issue.

                                      -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North Billerica, State of Massachusetts, on September
7, 2001.

                                            PHYSIOMETRIX, INC.

                                            By:  /S/ JOHN A. WILLIAMS
                                                 -------------------------------
                                                 John A. Williams, President and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Williams and Daniel W. Muehl,
jointly and severally, as his or her attorneys-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.
Signature                                          Title                                   Date
------------------------------------------      -----------------------------------------------   -----------------
/S/ JOHN A. WILLIAMS                            President, Chief Executive Officer and Director   September 7, 2001
------------------------------------------      (Principal Executive Officer)
(John A. Williams)

/S/ DANIEL W. MUEHL                             Vice President of Finance & Administration and    September 7, 2001
------------------------------------------      Chief Financial Officer (Principal Financial
(Daniel W.Muehl)                                and Accounting Officer)

/S/ THOMAS BARUCH                               Chairman of the Board of Directors                September 7, 2001
------------------------------------------
(Thomas Baruch)

/S/ JAMES SAALFIELD                             Director                                          September 7, 2001
------------------------------------------
(James Saalfield)

/S/ CHRISTOPHER D. MITCHELL                     Director                                          September 7, 2001
------------------------------------------
(Christopher D. Mitchell)
-5-
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    EXHIBITS

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                       REGISTRATION STATEMENT ON FORM S-8

                               PHYSIOMETRIX, INC.
INDEX TO EXHIBITS
Exhibit
      Number                              Document
---------------     ------------------------------------------------------------
4.1           2000 Supplemental Stock Plan.

      4.2           2001 Stock Option Plan.

      5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation, as to the legality of securities being
                    registered.

     23.1           Consent of Ernst & Young LLP, independent auditors.

     23.2           Consent of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation (contained in Exhibit 5.1 hereto).

     24.1           Power of Attorney (see page II-4).