<PAGE>

      As filed with the Securities and Exchange Commission on June 7, 2002

                                                          REGISTRATION NO. 333 -

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               _________________

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

                           OPTA FOOD INGREDIENTS, INC.
             (Exact name of Registrant as specified in its charter)

                Delaware                                         04-3117634
      (State or other jurisdiction                            (I.R.S. Employer
    of incorporation or organization)                        Identification No.)


                      25 Wiggins Avenue, Bedford, MA 01730
                    (Address of Principal Executive Offices)

                           OPTA FOOD INGREDIENTS, INC.
                AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  Scott A. Kumf
                      Chief Financial Officer and Treasurer
                           Opta Food Ingredients, Inc.
                                25 Wiggins Avenue
                                Bedford, MA 01730
                                 (781) 276-5100
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                               _________________


<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                       Proposed            Proposed
          Title of                Amount to be         maximum             maximum
 securities to be registered     registered/(1)/    offering price         aggregate            Amount of
                                                    per share/(2)/      offering price/(2)/  registration fee
---------------------------------------------------------------------------------------------------------------
<S>                              <C>                <C>                 <C>                  <C>
Common Stock, $.01 par value        250,000            $1.46                $365,000              $34.00
===============================================================================================================
</TABLE>

(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock"), stated above consists of the aggregate number of additional shares
     not previously registered which may be sold upon the purchase of shares of
     Common Stock which have been purchased under the Opta Food Ingredients,
     Inc. Amended and Restated Employee Stock Purchase Plan (the "Plan"). The
     maximum number of shares which may be sold upon purchase of such shares of
     Common Stock under the Plan is subject to adjustment in accordance with
     certain anti-dilution and other provisions of the 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 paragraphs (c) and (h) of
     Rule 457 under the Securities Act of 1933, as amended, on the basis of the
     average high and low sale prices per share on the Nasdaq National Market
     System as of a date (June 6, 2002) within 5 business days prior to filing
     this Registration Statement.

================================================================================

<PAGE>

                                EXPLANATORY NOTE

         This Registration Statement is filed pursuant to General Instruction E
of Form S-8 in order to register additional securities of the same class as
other securities for which a registration statement relating to the Registrant's
Employee Stock Purchase Plan, as amended and restated, is effective.

         On June 15, 1992, the Registrant filed a registration statement on Form
S-8 (Commission File Number 33-48624) to register an aggregate of 200,000 shares
of Common Stock reserved for issuance under the Employee Stock Purchase Plan.
The filing of this Registration Statement increases the number of shares
registered for issuance under the Employee Stock Purchase Plan by 250,000
shares. The contents of the previously filed registration statement relating to
the Employee Stock Purchase Plan are incorporated by reference herein, except
for the items that are set forth below. Pursuant to Instruction E, this
Registration Statement contains such information required by Form S-8 that is
not otherwise included in the previous registration statement.

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

         (a) The Registrant's Annual Report on Form 10-K for the year ended
             December 31, 2001 (Commission File Number 000-19811).

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 2002 (Commission File Number 000-19811).

         (c) The description of the Common Stock filed with the Commission
             included in the Registrant's Registration Statement on Form 8-A
             under the Securities Exchange Act of 1934, as amended (the
             "Exchange Act"), filed with the Commission on January 23, 1992,
             including any amendment or report filed for the purpose of updating
             such description.

                                       1

<PAGE>

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment to this Registration Statement 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. Members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. owned an aggregate of 500 shares of common stock
of the Company.

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

         Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (Commission File Number 000-19811).

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

         Not applicable.

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

                 The following exhibits are filed herewith or incorporated by
reference.

          (4.1)  Form of Common Stock Certificate (previously filed as Exhibit
                 4.2 to the Registrant's Registration Statement on Form S-1,
                 Commission File Number 33-45700, as amended, and incorporated
                 herein by reference).

          (4.2)  Amended and Restated Certificate of Incorporation of the
                 Registrant (previously filed as Exhibit 4.2 to the Registrant's
                 Registration Statement on Form S-8, Commission File Number
                 33-93518, and incorporated herein by reference).

          (4.3)  Restated By-Laws of the Registrant (previously filed as Exhibit
                 3.4 to the Registrant's Registration Statement on Form S-1,
                 Commission File Number 33-45700, as amended, and incorporated
                 herein by reference).

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

          (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 PricewaterhouseCoopers LLP (filed herewith).

<PAGE>

         (24.1) 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;

               (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 a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               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, Form S-8 or
           Form F-3, and 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 Registrant
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference 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 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.

                                       3

<PAGE>

(c)  Insofar as  indemnification  for  liabilities  arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel on 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 Bedford, Massachusetts, on June 7, 2002.

                                       OPTA FOOD INGREDIENTS, INC.

                                       ---------------------------
                                          Arthur J. McEvily, Ph.D.
                                          President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Arthur J.
McEvily and Scott A. Kumf, 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 Opta Food Ingredients, Inc., 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 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/ Arthur J. McEvily, Ph.D.    President, Chief Executive         June 7, 2002
------------------------------
Arthur J. McEvily, Ph.D.        Officer and Director
                                (principal executive officer)

/s/ Scott A. Kumf               Chief Operating Officer,           June 7, 2002
------------------------------
Scott A. Kumf                   Chief Financial Officer and
                                Treasurer (principal financial
                                and accounting officer)

/s/ William P. Carmichael       Director                           June 7, 2002
------------------------------
William P. Carmichael

/s/ A.S. Clausi                 Director                           June 7, 2002
------------------------------
A.S. Clausi

/s/ Harry Fields                Director                           June 7, 2002
------------------------------
Harry Fields

                                       5

<PAGE>

/s/ Glynn C. Morris                         Director              June 7, 2002
------------------------------------
Glynn C. Morris

/s/ Olivier Suquet                          Director              June 7, 2002
------------------------------------
Olivier Suquet




<PAGE>

                           OPTA FOOD INGREDIENTS, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

     Exhibit
     Number            Description

     (4.1)             Form of Common Stock Certificate (previously filed as
                       Exhibit 4.2 to the Registrant's Registration Statement on
                       Form S-1, Commission File Number 33-45700, as amended,
                       and incorporated herein by reference).

     (4.2)             Amended and Restated Certificate of Incorporation of the
                       Registrant (previously filed as Exhibit 4.2 to the
                       Registrant's Registration Statement on Form S-8,
                       Commission File Number 33-93518, and incorporated herein
                       by reference).

     (4.3)             Restated By-Laws of the Registrant (previously filed as
                       Exhibit 3.4 to the Registrant's Registration Statement on
                       Form S-1, Commission File Number 33-45700, as amended,
                       and incorporated herein by reference).

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

     (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 PricewaterhouseCoopers LLP (filed herewith).

     (24.1)   Power of Attorney to file future amendments (set forth on the
              signature page of this Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19978}]
{"company-data": {"conformed-name": "OPTA FOOD INGREDIENTS INC /DE", "cik": "0000883326", "assigned-sic": "2090", "irs-number": "043117634", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90070", "film-number": "02674019"}, "business-address": {"street1": "25 WIGGINS AVE", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "6172765100"}, "mail-address": {"street1": "25 WIGGINS AVENUE", "city": "BEDFORD", "state": "MA", "zip": "01730"}}
As filed with the Securities and Exchange Commission on June 7, 2002

                                                          REGISTRATION NO. 333 -

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               _________________

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

                           OPTA FOOD INGREDIENTS, INC.
             (Exact name of Registrant as specified in its charter)

                Delaware                                         04-3117634
      (State or other jurisdiction                            (I.R.S. Employer
    of incorporation or organization)                        Identification No.)

                      25 Wiggins Avenue, Bedford, MA 01730
                    (Address of Principal Executive Offices)

                           OPTA FOOD INGREDIENTS, INC.
                AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  Scott A. Kumf
                      Chief Financial Officer and Treasurer
                           Opta Food Ingredients, Inc.
                                25 Wiggins Avenue
                                Bedford, MA 01730
                                 (781) 276-5100
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                               _________________
CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                       Proposed            Proposed
          Title of                Amount to be         maximum             maximum
 securities to be registered     registered/(1)/    offering price         aggregate            Amount of
                                                    per share/(2)/      offering price/(2)/  registration fee
---------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value        250,000            $1.46                $365,000              $34.00
===============================================================================================================
(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock"), stated above consists of the aggregate number of additional shares
     not previously registered which may be sold upon the purchase of shares of
     Common Stock which have been purchased under the Opta Food Ingredients,
     Inc. Amended and Restated Employee Stock Purchase Plan (the "Plan"). The
     maximum number of shares which may be sold upon purchase of such shares of
     Common Stock under the Plan is subject to adjustment in accordance with
     certain anti-dilution and other provisions of the 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 paragraphs (c) and (h) of
     Rule 457 under the Securities Act of 1933, as amended, on the basis of the
     average high and low sale prices per share on the Nasdaq National Market
     System as of a date (June 6, 2002) within 5 business days prior to filing
     this Registration Statement.

================================================================================
EXPLANATORY NOTE

         This Registration Statement is filed pursuant to General Instruction E
of Form S-8 in order to register additional securities of the same class as
other securities for which a registration statement relating to the Registrant's
Employee Stock Purchase Plan, as amended and restated, is effective.

         On June 15, 1992, the Registrant filed a registration statement on Form
S-8 (Commission File Number 33-48624) to register an aggregate of 200,000 shares
of Common Stock reserved for issuance under the Employee Stock Purchase Plan.
The filing of this Registration Statement increases the number of shares
registered for issuance under the Employee Stock Purchase Plan by 250,000
shares. The contents of the previously filed registration statement relating to
the Employee Stock Purchase Plan are incorporated by reference herein, except
for the items that are set forth below. Pursuant to Instruction E, this
Registration Statement contains such information required by Form S-8 that is
not otherwise included in the previous registration statement.

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

         (a) The Registrant's Annual Report on Form 10-K for the year ended
             December 31, 2001 (Commission File Number 000-19811).

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 2002 (Commission File Number 000-19811).

         (c) The description of the Common Stock filed with the Commission
             included in the Registrant's Registration Statement on Form 8-A
             under the Securities Exchange Act of 1934, as amended (the
             "Exchange Act"), filed with the Commission on January 23, 1992,
             including any amendment or report filed for the purpose of updating
             such description.

                                       1
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment to this Registration Statement 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. Members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. owned an aggregate of 500 shares of common stock
of the Company.

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

         Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (Commission File Number 000-19811).

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

         Not applicable.

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

                 The following exhibits are filed herewith or incorporated by
reference.

          (4.1)  Form of Common Stock Certificate (previously filed as Exhibit
                 4.2 to the Registrant's Registration Statement on Form S-1,
                 Commission File Number 33-45700, as amended, and incorporated
                 herein by reference).

          (4.2)  Amended and Restated Certificate of Incorporation of the
                 Registrant (previously filed as Exhibit 4.2 to the Registrant's
                 Registration Statement on Form S-8, Commission File Number
                 33-93518, and incorporated herein by reference).

          (4.3)  Restated By-Laws of the Registrant (previously filed as Exhibit
                 3.4 to the Registrant's Registration Statement on Form S-1,
                 Commission File Number 33-45700, as amended, and incorporated
                 herein by reference).

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

          (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 PricewaterhouseCoopers LLP (filed herewith).
(24.1) 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;

               (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 a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               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, Form S-8 or
           Form F-3, and 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 Registrant
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference 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 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.

                                       3
(c)  Insofar as  indemnification  for  liabilities  arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel on 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 Bedford, Massachusetts, on June 7, 2002.

                                       OPTA FOOD INGREDIENTS, INC.

                                       ---------------------------
                                          Arthur J. McEvily, Ph.D.
                                          President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Arthur J.
McEvily and Scott A. Kumf, 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 Opta Food Ingredients, Inc., 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 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/ Arthur J. McEvily, Ph.D.    President, Chief Executive         June 7, 2002
------------------------------
Arthur J. McEvily, Ph.D.        Officer and Director
                                (principal executive officer)

/s/ Scott A. Kumf               Chief Operating Officer,           June 7, 2002
------------------------------
Scott A. Kumf                   Chief Financial Officer and
                                Treasurer (principal financial
                                and accounting officer)

/s/ William P. Carmichael       Director                           June 7, 2002
------------------------------
William P. Carmichael

/s/ A.S. Clausi                 Director                           June 7, 2002
------------------------------
A.S. Clausi

/s/ Harry Fields                Director                           June 7, 2002
------------------------------
Harry Fields

                                       5
/s/ Glynn C. Morris                         Director              June 7, 2002
------------------------------------
Glynn C. Morris

/s/ Olivier Suquet                          Director              June 7, 2002
------------------------------------
Olivier Suquet
OPTA FOOD INGREDIENTS, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

     Exhibit
     Number            Description

     (4.1)             Form of Common Stock Certificate (previously filed as
                       Exhibit 4.2 to the Registrant's Registration Statement on
                       Form S-1, Commission File Number 33-45700, as amended,
                       and incorporated herein by reference).

     (4.2)             Amended and Restated Certificate of Incorporation of the
                       Registrant (previously filed as Exhibit 4.2 to the
                       Registrant's Registration Statement on Form S-8,
                       Commission File Number 33-93518, and incorporated herein
                       by reference).

     (4.3)             Restated By-Laws of the Registrant (previously filed as
                       Exhibit 3.4 to the Registrant's Registration Statement on
                       Form S-1, Commission File Number 33-45700, as amended,
                       and incorporated herein by reference).

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

     (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 PricewaterhouseCoopers LLP (filed herewith).

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