As filed with the Securities and Exchange Commission on October 25, 1996
                                                       Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------


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

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

                       SHEFFIELD MEDICAL TECHNOLOGIES INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                         13-3808303
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

         30 ROCKEFELLER PLAZA, SUITE 4515
         NEW YORK, NEW YORK                                 10112
(Address of principal executive offices)                 (Zip Code)

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

       OPTIONS GRANTED PURSUANT TO THE REGISTRANT'S 1993 STOCK OPTION PLAN

  OPTIONS GRANTED PURSUANT TO THE REGISTRANT'S 1996 DIRECTORS STOCK OPTION PLAN

         OPTIONS GRANTED TO DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS
      AND ADVISORS OF THE COMPANY PURSUANT TO OTHER EMPLOYEE BENEFIT PLANS
                                OF THE REGISTRANT
                            (Full Title of the Plan)

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

                                 DOUGLAS R. EGER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                       SHEFFIELD MEDICAL TECHNOLOGIES INC.
                              30 ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10112
                     (Name and Address of agent for service)

                                 (212) 957-6600
          (Telephone number, including area code, of agent for service)

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

                                 WITH A COPY TO:
                            DANIEL J. GALLAGHER, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

                              --------------------
<PAGE>
<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                              Proposed         Proposed
                                                               maximum          maximum
            Title of               Amount                     offering         aggregate              Amount of
           securities              to be                        price           offering             registration
        to be registered         registered                   per share          price                   fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                         <C>            <C>                    <C>         
Common Stock, $.01
par value per share                2,500shares                 $ 3.50         $     8,750            $       2.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                5,000shares                 $ 3.875        $     9,688            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,500shares                 $ 3.9375       $     9,844            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                5,000shares                 $ 4.00         $    20,000            $       6.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,000shares                 $ 4.00         $     8,000            $       2.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                5,000shares                 $ 4.125        $    10,313            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common stock, $.01
par value per share                50,000shares                $ 4.4375       $   221,875            $      67.00
-----------------------------------------------------------------------------------------------------------------------
Common stock, $.01
par value per share                2,500shares                 $ 4.4375       $    11,094            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common stock, $.01
par value per share                2,500shares                 $ 4.50         $    11,250            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,500shares                 $ 5.88         $    14,700            $       4.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,500shares                 $ 6.25         $    15,625            $       5.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,500shares                 $ 5.375        $    13,438            $       4.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                20,000shares                $ 3.25         $    65,000            $      20.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                40,000shares                $ 5.50         $   220,000            $      67.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                25,000 shares               $ 4.125        $   103,125            $      32.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01                 500,000shares               $ 4.825        $ 2,412,601
par value per share                   (1)(3)                     (1)(3)           (1)(3)             $     732.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01                 500,000shares               $ 3.7891       $ 1,894,554
par value per share                   (2)(3)                     (2)(3)           (2)(3)             $     575.00
-----------------------------------------------------------------------------------------------------------------------
Total                              1,169,500 shares                           $ 5,049,857            $   1,531.00
=======================================================================================================================
</TABLE>
(1)      Represents  shares of Common Stock  issuable  upon  exercise of options
         granted or to be granted  under the  Company's  1993 Stock Option Plan.
         Includes  (i) 50,000  shares with  respect to which  options  have been
         granted at an exercise  price of $5.25 per share,  (ii)  82,502  shares
         with respect to which options have been granted at an exercise price of
         $6.75 per share and (iii) 50,000  shares with respect to which  options
         have  been  granted  at an  exercise  price  of  $8.25  per  share.  An
         additional  317,498  shares of Common Stock are to be offered at prices
         not presently determined. Pursuant to Rule 457(g) and (h), the offering
         price for these  additional  shares is estimated solely for the purpose
         of  determining  the  registration  fee and is  based on  $3.7188,  the
         average  of the high and low sales  prices of the  Common  Stock on the
         American Stock Exchange on October 22, 1996.

                                      -ii-
<PAGE>
(2)      Represents  shares of Common Stock  issuable  upon  exercise of options
         granted or to be  granted  under the  Company's  1996  Directors  Stock
         Option Plan.  Includes 45,000 shares with respect to which options have
         been  granted at an exercise  price of $4.50 per share.  An  additional
         455,000  shares  of  Common  Stock  are to be  offered  at  prices  not
         presently  determined.  Pursuant to Rule 457(g) and (h),  the  offering
         price for these  additional  shares is estimated solely for the purpose
         of  determining  the  registration  fee and is  based on  $3.7188,  the
         average  of the high and low sales  prices of the  Common  Stock on the
         American Stock Exchange on October 22, 1996.

(3)      Pursuant to Rule 416, there are also registered hereby an indeterminate
         number of shares of Common Stock that may become  issuable by reason of
         the  anti-dilution  provisions of the Company's  1993 Stock Option Plan
         and 1996 Directors Stock Option Plan.


                                      -iii-
<PAGE>
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                  SUBJECT TO COMPLETION, DATED OCTOBER 25, 1996

PROSPECTUS

                                 322,502 SHARES

                       SHEFFIELD MEDICAL TECHNOLOGIES INC.
                     Common Stock ($.01 par value per share)


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  (the  "Selling  Stockholders"),  some of whom may be  deemed to be
"affiliates"  as defined in Rule 405 of the  Securities  Act of 1933, as amended
(the "Securities  Act"), of shares (the "Shares")  constituting a portion of the
Common  Stock,  $.01 par  value  (the  "Common  Stock"),  of  Sheffield  Medical
Technologies  Inc.  (the  "Company")  that may be issued by the  Company  to the
Selling  Stockholders  upon the exercise of  outstanding  stock options  granted
pursuant to certain  employee  benefit plans (the  "Plans") of the Company.  The
Shares  are  being   reoffered  and  resold  for  the  account  of  the  Selling
Stockholders  and the  Company  will not receive  any of the  proceeds  from the
resale of the  Shares.  With  respect  to the  Shares  that may be issued to the
Selling  Stockholders or additional  affiliates under the Plans, this Prospectus
also relates to certain Shares underlying options which have not as of this date
been granted. If and when such options are granted,  the Company will distribute
a Prospectus Supplement as required by the Act.

         The  offer  and sale of the  Shares to the  Selling  Stockholders  were
previously  registered  under the Securities Act. The Shares are being reoffered
and resold for the accounts of the Selling Stockholders and the Company will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Stockholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the  American  Stock  Exchange  (the  "AMEX"),  in  negotiated  transactions  or
otherwise  at  market  prices  prevailing  at the time of the sale or at  prices
otherwise  negotiated.  See "Plan of  Distribution."  The Company  will bear all
expenses in connection with the preparation of this Prospectus.

         AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" AT PAGE 4 HEREOF.

         The Common  Stock of the Company is traded on the AMEX under the symbol
"SHM." On October 23,  1996,  the closing  sale price for the Common  Stock,  as
reported by AMEX, was $3.875.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.


                  The date of this Prospectus is          , 1996.
<PAGE>
                                TABLE OF CONTENTS


         AVAILABLE INFORMATION...............................................2

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....................2

         RISK FACTORS........................................................4

         THE COMPANY.........................................................9

         USE OF PROCEEDS....................................................11

         SELLING STOCKHOLDERS...............................................11

         PLAN OF DISTRIBUTION...............................................12

         LEGAL MATTERS......................................................12

         EXPERTS............................................................12

         ADDITIONAL INFORMATION.............................................13


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

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549 and at the following Regional Offices of
the Commission:  New York Regional Office, Seven World Trade Center, Suite 1300,
New York, New York 10048 and Chicago Regional  Office,  500 West Madison Street,
Suite 1400,  Chicago,  Illinois  60661.  Copies of such material can be obtained
from the Public  Reference  Section of the  Commission at Judiciary  Plaza,  450
Fifth Street, N.W.,  Washington,  D.C. 20549, at prescribed rates. Such material
may also be accessed  electronically  by means of the Commission's  home page on
the internet at http://www.sec.gov. The Common Stock of the Company is traded on
the AMEX under the symbol "SHM."  Reports and other  information  concerning the
Company can be inspected at the offices of the AMEX, 86 Trinity Place, New York,
New York 10006.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company   incorporates   by  reference  the  following   documents
heretofore filed with the Commission pursuant to the Exchange Act:

                  (a) Annual Report of the Company on Form 10-KSB for the fiscal
         year ended December 31, 1995.

                  (b)  Quarterly  Report of the  Company on Form  10-QSB for the
         fiscal quarter ended June 30, 1996.


                                       -2-
<PAGE>
                  (c) The description of the Company's  Common Stock,  par value
         $0.01  per  share,  and  other  matters  set  forth  in  the  Company's
         Registration  Statement  on Form  8-B  filed  on July 7,  1995  and any
         amendment or report filed for the purpose of updating such description.

         All reports and other  documents filed by the Company after the date of
this  Prospectus  pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange
Act, prior to the termination of this offering, are deemed to be incorporated by
reference  in this  Prospectus  and shall be deemed to be a part hereof from the
date  of  filing  of such  documents.  Any  statement  contained  in a  document
incorporated by reference in this  Prospectus  shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein (or in any other  subsequently  filed  document  which is also
incorporated  by  reference  in this  Prospectus)  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified or superseded, to constitute a part of this Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Sheffield Medical  Technologies Inc., 30 Rockefeller Plaza, Suite
4515, New York, New York 10112,  Attention:  Douglas R. Eger, Chairman and Chief
Executive  Officer.  Oral  requests  should  be  directed  to Mr.  Eger at (212)
957-6600.

         The Company's  principal  offices are located at 30 Rockefeller  Plaza,
Suite  4515,  New  York,  New York  10112,  and its  telephone  number  is (212)
957-6600.

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.


                                       -3-
<PAGE>
                                  RISK FACTORS

         THE SECURITIES  OFFERED HEREBY ARE HIGHLY  SPECULATIVE  AND PROSPECTIVE
PURCHASERS SHOULD BE AWARE THAT THE PURCHASE OF SUCH SECURITIES  INVOLVES A HIGH
DEGREE  OF RISK.  IN  ADDITION  TO OTHER  INFORMATION  IN THIS  PROSPECTUS,  THE
FOLLOWING  FACTORS  SHOULD BE  CONSIDERED  CAREFULLY IN  EVALUATING  THE COMPANY
BEFORE  PURCHASING THE  SECURITIES  OFFERED  HEREBY.  THIS  PROSPECTUS  CONTAINS
FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES.  THE COMPANY'S
ACTUAL  RESULTS  COULD  DIFFER   MATERIALLY  FROM  THOSE  ANTICIPATED  IN  THESE
FORWARD-LOOKING  STATEMENTS AS A RESULT OF CERTAIN FACTORS,  INCLUDING THOSE SET
FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS.

DEVELOPMENT STAGE COMPANY;  HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT;
GOING CONCERN OPINION

         The  Company  is  in  the  development  stage.  The  Company  commenced
operations  in the  United  States in  January  1992  through  its  wholly-owned
subsidiary,  U-Tech Medical  Corporation  ("U-Tech"),  a Texas  corporation,  to
acquire,  develop and  commercialize  what it believed to be  promising  medical
technologies.  The  Company  has been  principally  engaged to date in  research
funding and licensing efforts, has experienced significant operating losses and,
as of June 30, 1996, had an accumulated deficit of $22,893,373.  The independent
auditors'report dated February 28, 1996, except for Note 10 as to which the date
is April 10, 1996, on the Company's  consolidated  financial  statements  stated
that the Company has not generated any operating revenue, has incurred operating
losses and requires additional capital, which conditions raise substantial doubt
about its ability to continue as a going  concern.  The Company  expects that it
will continue to have a high level of operating expenses and will be required to
make  significant  up-front  expenditures in connection with sponsored  research
agreements  with  independent  companies,  universities  and other  institutions
("Sponsored  Research  Agreements")  for  research and  development  and product
development  activities.  As  a  result,  the  Company  anticipates  significant
additional  operating  losses for 1996 and that losses will continue  thereafter
until such time, if ever, as the Company is able to generate sufficient revenues
to sustain its operations.

         The Company's ability to achieve profitable  operations is dependent in
large part on regulatory  approvals of its products and  technologies and on its
ability  to  enter  into  manufacturing  and  marketing  agreements  with  other
pharmaceutical,  biomedical or medical companies. There can be no assurance that
the Company will ever achieve profitable operations.

SIGNIFICANT LIQUIDITY RESTRAINTS

         The Company's  cash available for funding its operations as of June 30,
1996 was $5,158,751. As of such date, the Company had trade payables and accrued
liabilities  of  $247,669,   current   Sponsored   Research   Agreement  funding
obligations of approximately $415,000 and other current liabilities of $124,442.
In addition, the Company is obligated to fund between such date and December 31,
1996 approximately $1,050,000 in the aggregate under existing Sponsored Research
Agreements.  The Company  will be required  to obtain  additional  funds for its
business  through  operations  or  equity  or  debt  financings,   collaborative
arrangements with corporate partners or from other sources.  No assurance can be
given  that these  funds  will be  available  for the  Company  to  finance  its
development on acceptable  terms, if at all. If adequate funds are not available
from operations or additional  sources of funding,  the Company's  business will
suffer a material adverse effect.


                                       -4-
<PAGE>
NEED FOR ADDITIONAL FINANCING

         Since the Company does not expect to generate substantial revenues from
the sale of any products or  technologies in the immediate  future,  the Company
will require  substantial  additional  funds from other  sources to complete its
research and development,  to conduct additional clinical tests and to establish
manufacturing and marketing  relationships  with  pharmaceutical,  biomedical or
medical companies.  The Company will attempt to acquire funds for these purposes
through  additional equity or debt financings,  collaborative  arrangements with
corporate  partners or from other sources.  No assurance can be given that these
funds will be available for the Company to finance its development on acceptable
terms,  if at all.  If  adequate  funds are not  available  from  operations  or
additional  sources of funding,  the  Company's  business will suffer a material
adverse effect.

LONG TERM DEVELOPMENT OF TECHNOLOGIES; NO COMMERCIALIZATION OF PRODUCTS TO DATE

         The Company has not yet begun to market  products or generate  revenues
from the sale of products or technologies.  The Company is funding research that
began,  in some cases,  many years  before the Company  acquired  rights in such
projects.  The  Company's  products and  technologies  will require  significant
additional development,  laboratory and clinical testing and investment prior to
commercialization.   The  Company  does  not  expect  regulatory   approval  for
commercial sales of any of its products or technologies in the immediate future.
There  can  be  no  assurance  that  such  products  or  technologies   will  be
successfully  developed,  proved to be safe and efficacious in clinical  trials,
meet applicable regulatory standards,  obtain required regulatory approvals,  be
capable of being  produced in commercial  quantities  at reasonable  costs or be
successfully commercialized and marketed.

ROYALTY PAYMENT OBLIGATIONS

         The owners and  licensors  of the  technology  rights  acquired  by the
Company are entitled to receive up to 50% of all  royalties and payments in lieu
of royalties  received by the Company from  commercialization  as their  royalty
interest. Accordingly, in addition to its substantial investment in research and
development of  technologies,  the Company will be required to make  substantial
payments to others in connection with revenues derived from commercialization of
products, if any.

POTENTIAL LOSS OF RIGHTS UPON DEFAULT

         Under  the terms of  Sponsored  Research  Agreements,  the  Company  is
obligated to make  periodic  installments  to finance  research and  development
activities  according  to  specified  budgets.  In the  event  that the  Company
defaults  in the  payment  of an  installment  under  the  terms of a  Sponsored
Research Agreement,  its rights thereunder could be forfeited. As a consequence,
the Company  could lose all rights under a Sponsored  Research  Agreement to the
related licensed  technology,  notwithstanding the total investment made through
the date of the default.  There can be no assurance that unforeseen  obligations
or  contingencies  will not  deplete  the  Company's  financial  resources  and,
accordingly,  the  Company's  resources  may not be  available  to  fulfill  the
Company's commitments.


                                       -5-
<PAGE>
DEPENDENCE ON PRINCIPAL INVESTIGATORS

         The Company is dependent upon the active participation of its principal
investigators in the advancement of the research and development associated with
their related projects.  The loss of a principal  investigator,  particularly in
the early  stages of the  development  of a  technology,  could  have a material
adverse effect on the related project and the Company's prospects.

RAPID TECHNOLOGICAL CHANGE; COMPETITION

         The medical research field is subject to rapid technological change and
innovation.  Human immunodeficiency virus ("HIV") and Acquired Immune Deficiency
Syndrome  ("AIDS")  research,   prostate  cancer  research,   anti-proliferative
research  and product  development,  the areas in which the Company is presently
engaged,  are rapidly  evolving  fields in which  developments  are  expected to
continue at a rapid pace. In  particular,  HIV/AIDS  research is proceeding on a
wide-scale  at  numerous  prestigious   scientific  research   institutions  and
commercial  ventures.  Reports  of  progress  and  potential  breakthroughs  are
occurring at an increasing speed. There can be no assurance that the Company has
a competitive advantage in the field of HIV/AIDS research or in any of the other
fields in which the Company may concentrate its efforts.

         The  Company's  success  will  depend  upon its  ability to develop and
maintain   a   competitive   position   in   the   research,   development   and
commercialization   of  products  and   technologies  in  its  areas  of  focus.
Competition from  pharmaceutical,  chemical,  biomedical and medical  companies,
universities,  research  and other  institutions  is intense  and is expected to
increase.  All, or substantially  all, of these  competitors have  substantially
greater research and development  capabilities,  experience,  and manufacturing,
marketing,   financial  and  managerial  resources.   Further,  acquisitions  of
competing  companies by large  pharmaceutical  or other  companies could enhance
such competitors' financial,  marketing and other capabilities.  There can be no
assurance that developments by others will not render the Company's  products or
technologies  obsolete or not  commercially  viable or that the Company  will be
able to keep pace with technological developments.

GOVERNMENT REGULATION

         The Company's ongoing research and development  projects are subject to
rigorous U.S. Food and Drug  Administration  ("FDA")  approval  procedures.  The
preclinical and clinical testing requirements to demonstrate safety and efficacy
in each clinical  indication (the specific condition intended to be treated) and
regulatory  approval  processes  of the FDA can take a number  of years and will
require the  expenditure  of  substantial  resources by the  Company.  Delays in
obtaining FDA approval would adversely affect the marketing of products to which
the Company has rights and the Company's  ability to receive product revenues or
royalties.  Moreover,  even if FDA approval is obtained, a marketed product, its
manufacturer  and its  manufacturing  facilities are subject to continual review
and periodic inspections by the FDA, and a later discovery of previously unknown
problems with a product,  manufacturer or facility may result in restrictions on
such product or manufacturer.  Failure to comply with the applicable  regulatory
requirements can, among other things, result in fines, suspensions of regulatory
approvals,  product recalls,  operating  restrictions and criminal  prosecution.
Additional government regulation may be established which could prevent or delay
regulatory approval of the Company's products. Sales of


                                       -6-
<PAGE>
pharmaceutical  products  outside  the  United  States  are  subject  to foreign
regulatory  requirements  that vary widely from country to country.  Even if FDA
approval  has been  obtained,  approval  of a product by  comparable  regulatory
authorities of foreign  countries must be obtained prior to the  commencement of
marketing  the  product in those  countries.  The time  required  to obtain such
approval  may be longer or shorter  than that  required  for FDA  approval.  The
Company has no experience in manufacturing or marketing in foreign countries nor
in matters such as currency regulations,  import-export  controls or other trade
laws.

RISKS INCIDENT TO PATENT APPLICATIONS AND RIGHTS

         The  Company's  success  will  depend in part on its  ability to obtain
patent  protection  for  products  and  processes  and to maintain  trade secret
protection and operate without  infringing the proprietary rights of others. The
degree of patent  protection  to be afforded to  pharmaceutical,  biomedical  or
medical  inventions is an uncertain  area of the law.  There can be no assurance
that the Company will develop or receive  sublicenses or other rights related to
proprietary  technology  which are  patentable,  that any patents  pending  will
issue,  or that any issued patents will provide the Company with any competitive
advantages or will not be challenged by third parties. Furthermore, there can be
no assurance  that others will not  independently  duplicate or develop  similar
technologies to those developed by or licensed to the Company.

         The  Company  supports  and  collaborates  in  research   conducted  at
universities and other institutions.  There can be no assurance that the Company
will have or be able to acquire  exclusive  rights to  inventions  or  technical
information  derived from such collaborations or that disputes will not arise as
to such exclusive rights or any derivative or related research programs.  If the
Company is  required  to defend  against  charges of patent  infringement  or to
protect its own proprietary rights against third parties, substantial costs will
be  incurred  and  the  Company  could  lose  rights  to  certain  products  and
technologies.

RELIANCE ON THIRD PARTIES; NO MARKETING OR MANUFACTURING CAPABILITIES

         The Company does not intend to manufacture or market its products.  The
Company will attempt to enter into  manufacturing and marketing  agreements with
one or more established pharmaceutical, biomedical and medical companies for any
products   that  are   developed.   There  can  be  no   assurance   that  other
pharmaceutical,  biomedical  or  medical  companies  will be  interested  in the
Company's  products or technologies or be willing to enter into manufacturing or
marketing agreements on terms acceptable to the Company.  Further,  there can be
no assurance  that  pharmaceutical,  biomedical or other medical  companies will
succeed in manufacturing and marketing the Company's products or technologies or
that the Company will derive revenues from its products or technologies.

DEPENDENCE UPON OBTAINING HEALTHCARE REIMBURSEMENT

         The Company's ability to commercialize human therapeutic and diagnostic
products  may  indirectly  depend in part on the extent to which  costs for such
products  and  technologies  are  reimbursed  by  private  health  insurance  or
government  health  programs.  The uncertainty  regarding  reimbursement  may be
especially  significant in the case of newly approved products.  There can be no
assurance  that  price  levels  will be  sufficient  to  provide a return to the
Company on its investment in new products and technologies.


                                       -7-
<PAGE>
ADEQUACY OF PRODUCT LIABILITY INSURANCE

         The  use  of the  Company's  proposed  products  and  processes  during
testing, and after approval,  may entail inherent risks of adverse effects which
could expose the Company to product liability  claims.  Product liability claims
could have a material adverse effect on the business and financial  condition of
the Company. The Company has obtained, and will require its licensees to obtain,
product liability  insurance at an appropriate stage of product  development and
commercialization.  There can be no assurance that the Company and its licensees
will be able to maintain  or obtain  adequate  product  liability  insurance  on
acceptable terms or that such insurance will provide  adequate  coverage against
all potential claims.

VOLATILITY OF MARKET PRICE OF SECURITIES

         The market price of securities of firms in the  biotechnology  industry
has tended to be volatile.  Announcements  of  technological  innovations by the
Company  or its  competitors,  developments  concerning  proprietary  rights and
concerns  about safety and other factors may have a material  adverse  effect on
the  Company's   business.   The  market  price  of  the  Common  Stock  may  be
significantly  affected by  announcements  of  developments in the medical field
generally or the Company's  research  areas  specifically.  The stock market has
experienced volatility in market prices of companies similar to the Company that
has often  been  unrelated  to the  operating  results of such  companies.  This
volatility  may have a material  adverse  effect the market  price of the Common
Stock.

OUTSTANDING OPTIONS AND WARRANTS

         As of  September  30,  1996,  the  Company had  reserved  approximately
2,773,333  shares of Common  Stock for  issuance  upon  exercise of  outstanding
options  and  warrants,  including  shares of  Common  Stock  issuable  upon the
exercise of options and warrants  held by officers and directors of the Company.
The Company has filed registration  statements with the Commission  covering the
resale  of  substantially  all of the  shares of Common  Stock  underlying  such
options and  warrants (to the extent that such shares are not  registered  under
the registration statement of which this Prospectus constitutes a part).

         The  exercise of options and  outstanding  warrants and sales of Common
Stock  issuable  thereunder  could have a significant  depressive  effect on the
market price of shares of Common Stock and could materially impair the Company's
ability to raise capital through the sale of its equity securities.

NO DIVIDENDS

         Holders of Common Stock are  entitled to receive such  dividends as may
be declared by the Board of Directors of the Company.  To date,  the Company has
not declared or paid any dividends on its Common Stock, and the Company does not
anticipate  paying  dividends in the  foreseeable  future.  Rather,  the Company
intends to apply any earnings to the expansion and development of its business.

AUTHORIZATION OF PREFERRED STOCK

         The  Company's  charter   authorizes  the  issuance  of  "blank  check"
preferred  stock  with  such  designations,  rights  and  preferences  as may be
determined from time to time by the Board of Directors, without


                                       -8-
<PAGE>
shareholder  approval  ("Preferred  Stock").  In  the  event  of  issuance,  the
Preferred Stock could be utilized,  under certain circumstances,  as a method of
discouraging,  delaying  or  preventing  a change  in  control  of the  Company.
Although  the  Company  has no  present  intention  to issue  any  shares of its
Preferred  Stock,  there can be no assurance  that the Company will not do so in
the future.

                                   THE COMPANY

         The  Company  was  organized  under  Canadian  law in  October  1986 as
Sheffield Strategic Metals, Inc. The Company commenced  operations in the United
States in January  1992  through its  wholly-owned  subsidiary,  U-Tech  Medical
Corporation,  a Texas  corporation  ("U-Tech"),  with its  principal  offices in
Houston,  Texas.  Effective May 19, 1992,  Sheffield  Medical  Technologies Inc.
became domesticated in the State of Wyoming without reincorporation  pursuant to
a  "continuance"  procedure  under  Wyoming  corporation  law.  The  continuance
procedure  allowed the Company to become  domesticated in the United States as a
Wyoming  corporation  without  reincorporation.  On June 13,  1995,  the Company
changed  its state of  Incorporation  to  Delaware by means of a merger with and
into a newly-formed wholly-owned Delaware subsidiary of the Company. Such merger
and the resulting change of the Company's state of incorporation to Delaware was
approved by the Company's stockholders in January 1995.

         Unless the context  otherwise  indicates,  the "Company" as used herein
means Sheffield Medical Technologies Inc., its predecessors and its wholly-owned
subsidiaries, Ion Pharmaceuticals, Inc. ("Ion") and U-Tech.

         The  Company   identifies  and  evaluates   promising   pharmaceutical,
biomedical  and  medical   technologies   and   selectively   invests  in  those
technologies  that the Company believes possess strong market  potential.  Under
Sponsored Research Agreements, the Company funds pharmaceutical,  biomedical and
medical  research  and  clinical  testing  in  exchange  for  license  rights to
commercialize resulting products and technologies.  The Company's strategy is to
bridge  the  resource  and  management  gap  between  late-stage   research  and
commercialization of any resulting products and technologies by assisting in the
management of research,  development,  marketing,  commercialization  and patent
prosecution of technologies and products.  In addition,  the Company manages the
preparation and submission of Investigational  New Drug  Notifications  ("INDs")
and New Drug Applications  ("NDAs") and protocols prepared for submission to the
FDA. If Company-funded research and clinical testing are successful, the Company
intends  to  enter  into  sublicense,   joint  venture  or  other  collaborative
agreements with one or more  pharmaceutical,  biomedical or medical companies to
pursue later phase clinical testing and product manufacturing and marketing.  By
utilizing  third  party  development  and  distribution  resources,  the Company
believes that it can effectively avoid the substantial fixed costs traditionally
associated with in-house research, development, production and distribution.

         The  Company  does not intend to  manufacture  or market its  products.
Instead,  the Company intends to finance research  projects in consideration for
license rights. Thereafter, the Company will attempt to enter into manufacturing
and  marketing   agreements   with  one  or  more   established   biomedical  or
pharmaceutical companies for any products which are developed.

         As of the date of this  Prospectus,  the Company has  acquired  certain
development and marketing rights in the following projects:


                                       -9-
<PAGE>
         RBC-CD4  ELECTROINSERTION  TECHNOLOGY.  The  Company  is the  worldwide
licensee  of certain  technology  (the  "RBC-CD4  Electroinsertion  Technology")
relating to the  electroinsertion  of full-length CD4 protein into the red blood
cell membrane  ("RBC-CD4")  for use as a  therapeutic  agent in the treatment of
HIV. The  electroinsertion  process  inserts CD4, the protein that serves as the
binding site of the HIV virus,  into a red blood cell. This altered cell complex
acts as a decoy and is designed to cleanse the blood of  infection by binding to
and removing the HIV virus from circulation  before it can infect other cells in
the human immune system.  The related  research is being  conducted by a team of
scientific  and  medical  investigators  affiliated  with the  Center  for Blood
Research  Laboratories,  Inc. ("CBRL"),  a wholly owned subsidiary of The Center
for Blood Research, Inc., an affiliate of Harvard Medical School ("Harvard") and
The Johns Hopkins University Medical Center ("Johns Hopkins").

         LIPOSOME-CD4  TECHNOLOGY.  The  Company is the  worldwide  licensee  of
certain technology (the "Liposome-CD4 Technology") relating to the incorporation
of CD4 antigens into liposome  bilayers and their use as a therapeutic  agent in
the  treatment of HIV and AIDS.  While  RBC-CD4  Electroinsertion  Technology is
being  developed  by the  Company  to target HIV and  HIV-infected  cells in the
blood,  Liposome-CD4  Technology  is being  developed  by the  Company to target
infections in the human  lymphatic  system,  a major reservoir for infection not
reached by blood circulation.  The related research is being conducted by a team
of scientific and medical investigators affiliated with CBRL.

         HIV/AIDS  VACCINE.  The Company  holds an option to acquire a potential
HIV/AIDS  vaccine (the "HIV/AIDS  Vaccine")  developed by Professor  Jean-Claude
Chermann,  one of the  Pasteur  Institute's  original  discoverers  of HIV.  The
vaccine concept developed by Professor Chermann utilizes a cellular antigen that
is incorporated into the HIV viral coating after the HIV virus has reproduced in
a human cell.  This cellular  antigen does not appear to vary across the various
strains of the virus and may provide a stable target to develop  antibodies that
can prevent  infection.  The Company  believes  this  approach  may also protect
against both  blood-borne and sexual  transmission of HIV. The Company's goal is
to develop an oral  formulation  that would make the  vaccine  potentially  less
costly and easier to distribute to a broad  population.  The related research is
being  conducted by a team of scientific  and medical  investigators  affiliated
with the French National Institute of Health and Medical Research ("INSERM").

         UGIF TECHNOLOGY. The Company holds an exclusive worldwide license for a
growth regulator,  which could serve as a potential prostate cancer therapy. The
related technology (the "UGIF Technology") focuses on a urogenital sinus derived
growth  inhibitory  factor that may inhibit the growth of transformed  cells and
tumors in the human prostate. In addition to treatment of prostate cancer, there
may be a potential use of the UGIF  Technology or its analogues in the treatment
of other diseases or conditions  dealing with abnormalities of the genitourinary
system.  The  related  research is being  conducted  by  scientific  and medical
investigators affiliated with Baylor College of Medicine in Houston, Texas.

         ANTI-PROLIFERATIVE  TECHNOLOGY.  The Company,  through its wholly-owned
subsidiary, Ion, is the worldwide licensee of certain proprietary compounds (the
"Trifens")  for  anti-proliferative  and  anti-growth  use and holds  options to
acquire exclusive  worldwide licenses to the uses of certain Trifens in treating
sickle cell anemia and gastrointestinal


                                      -10-
<PAGE>
disorders. The Trifens have demonstrated promise in therapeutic applications for
treating a number of conditions  characterized  by abnormal cell  proliferation.
The related  research is being  conducted  by a team of  scientific  and medical
investigators  affiliated  with  Harvard  and  Children's  Hospital  of  Boston,
Massachusetts.

         The Shares  offered for resale  hereby were or will be purchased by the
Selling  Stockholders  upon exercise of options granted to them and will be sold
for the account of the Selling Stockholders.


                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Stockholders.


                              SELLING STOCKHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Stockholders under the Plans.

         The following table sets forth (i) the number of shares of Common Stock
owned by each  Selling  Stockholder  at September  30, 1996,  (ii) the number of
Shares to be offered for resale by each Selling Stockholder and (iii) the number
and percentage of shares of Common Stock to be held by each Selling  Shareholder
after completion of the offering.


                                                             Number of shares
                            Number of                        of Common Stock/
                            shares of                         Percentage of
                           Common Stock      Number of      Class to be Owned
                             Owned at      Shares to be      After Completion
                          September 30,     Offered for           of the
         Name                1996(1)          Resale           Offering(1)
         ----                -------          ------           -----------

Dr. Michael Zeldin(2)              0           32,502(3)        0/0

Anthony B. Alphin, Jr.(4)     60,000(5)        15,000(6)        45,000/*

Dr. Stephen Sohn(7)          271,000(8)        15,000(3)        256,000/2.1%

Thomas Fitzgerald(9)               0          150,000(3)        0/0

Bernard Laurent(10)          117,597(11)      110,000(6)        7,597/*


---------------------------
* Less than 1%.

(1)      Calculations assume that all options and warrants held by directors and
         executive  officers and exercisable  within 60 days after September 30,
         1996 have been exercised.
(2)      Dr.  Zeldin has served as a director of the Company  since May 1996 and
         has served as an officer of the Company since March 1996.
(3)      Represents  shares of Common Stock  issuable  upon  exercise of options
         that are not presently  exercisable and are not  exercisable  within 60
         days of September 30, 1996.
(4)      Mr. Alphin has served as a director of the Company since 1993.


                                      -11-
<PAGE>
(5)      Includes  50,000  shares of Common  Stock  issuable  upon  exercise  of
         presently  exercisable options or options exercisable within 60 days of
         September 30, 1996.
(6)      Pursuant to the terms of the  Company's  1996  Directors  Stock  Option
         Plan,  non-employee directors of the Company receive an annual grant on
         January 1 of each year of an option to purchase 15,000 shares of Common
         Stock. In the event that the listed  individual  remains a non-employee
         director of the Company,  such individual shall receive such additional
         grants and the shares of Common  Stock  issuable  upon the  exercise of
         such additional options may be offered through this Prospectus.
(7)      Dr. Sohn has served as a director of the Company since 1995.
(8)      Represents  (i)  50,000  shares  of Common  Stock  subject  to  options
         exercisable  within 60 days of September 30, 1996,  (ii) 191,000 shares
         of  Common  Stock  subject  to  a  warrant  issued  to  SMT  Investment
         Partnership,  a  Massachusetts  limited  partnership  ("SMT") and (iii)
         30,000 shares of Common Stock  subject to a warrant  issued to The Fort
         Hill Group,  Inc.  ("Fort Hill").  Dr. Sohn is a general partner of SMT
         and a former  officer  of Fort  Hill.  Dr.  Sohn  disclaims  beneficial
         ownership  of (a) any shares of Common  Stock that SMT has the right to
         acquire  and (b) any share  that  Fort  Hill has the  right to  acquire
         (other than 10,000 shares issuable upon exercise of the above-mentioned
         warrant issued to Fort Hill that Dr. Sohn has the right to receive upon
         issuance).
(9)      Mr.  Fitzgerald  has served as Chief  Operating  Officer of the Company
         since June 1996.
(10)     Mr. Laurent has served as a director of the Company since 1995.
(11)     Includes (i) 25,000 shares of Common Stock owned by Global Equities and
         (ii) 12,500  shares of Common  Stock  subject to  warrants  exercisable
         within 60 days of  September  30,  1996 held by  Global  Equities.  Mr.
         Laurent  is a  director  of  Global  Equities.  Mr.  Laurent  disclaims
         beneficial  ownership  of any  shares  of Common  Stock  held by Global
         Equities or that it has the right to acquire.


                              PLAN OF DISTRIBUTION

         It is  anticipated  that resale of Shares will be effected from time to
time by the Selling  Stockholders  in one or more  transactions  on the AMEX, in
negotiated  transactions or otherwise at market prices prevailing at the time of
the sale or at  prices  otherwise  negotiated.  The  Selling  Stockholders  have
advised the Company that they are not parties to any  agreement,  arrangement or
understanding as to such sales.


                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan  Grundman Frome &
Rosenzweig LLP, New York, New York 10022.

                                     EXPERTS

         The consolidated financial statements of Sheffield Medical Technologies
Inc. and  subsidiary (a  development  stage  enterprise)  appearing in Sheffield
Medical  Technologies  Inc.'s  Annual  Report (Form  10-KSB) for the years ended
December 31, 1995 and 1994, have been audited by Ernst & Young LLP,  independent
auditors,  as set forth in their report thereon  (which  contains an explanatory
paragraph  with respect to  conditions  that raise  substantial  doubt about the
Company's  ability to continue as a going concern as further described in Note 9
to the  consolidated  financial  statements)  included  therein and incorporated
herein by reference.  Such  consolidated  financial  statements are, and audited
financial  statements to be included in  subsequently  filed  documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such  financial  statements (to the extent covered by consents filed with the
Securities  and Exchange  Commission)  given upon the  authority of such firm as
experts in accounting and auditing.


                                      -12-
<PAGE>
         The consolidated financial statements of Sheffield Medical Technologies
Inc. and subsidiary (a development stage enterprise) as of December 31, 1993 and
for the period from  October 17, 1986  (inception)  to December 31, 1993 and the
years ended  December  31,  1992 and 1993 have been  incorporated  by  reference
herein and in the registration  statement of which this Prospectus constitutes a
part in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants,  incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.

         The report of KPMG Peat  Marwick LLP  covering  the  December  31, 1993
consolidated  financial statements contains an explanatory paragraph that states
that the Company's  recurring losses and net deficit position raise  substantial
doubt  about its  ability  to  continue  as a going  concern.  The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of that uncertainty.


                             ADDITIONAL INFORMATION

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 under the Securities Act (the "Registration Statement") with respect to
the Shares offered hereby.  For further  information with respect to the Company
and the  securities  offered  hereby,  reference  is  made  to the  Registration
Statement.  Statements  contained in this  Prospectus  as to the contents of any
contract or other document are not necessarily  complete,  and in each instance,
reference is made to the copy of such  contract or document  filed as an exhibit
to the  Registration  Statement,  each such  statement  being  qualified  in all
respects by such reference.


                                      -13-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a)  Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 1995;

                  (b)  Quarterly  Report on Form  10-QSB for the fiscal  quarter
         ended June 30, 1996.

                  (c) The  description  of the  Registrant's  Common Stock,  par
         value $0.01 per share,  and other matters set forth in the Registrant's
         Registration  Statement  on Form  8-B  filed  on July 7,  1995  and any
         amendment or report filed for the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain legal matters in connection  with the issuance of the shares of
Common Stock offered  hereby have been passed upon for the Registrant by Messrs.
Olshan  Grundman  Frome & Rosenzweig  LLP, 505 Park Avenue,  New York,  New York
10022.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Except  as  hereinafter  set  forth,  there  is  no  statute,   charter
provision,  by-law,  contract or other  arrangement  under which any controlling
person,  director or officer of the  Registrant is insured or indemnified in any
manner against liability which he may incur in his capacity as such.

         Article TENTH of the Registrant's Certificate of Incorporation provides
as follows:

                  The  Corporation  shall,  to the fullest  extent  permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and  supplemented,  indemnify  any and all persons  whom it shall
have power to  indemnify  under said section from and against any and all of the
expenses,  liabilities  or  other  matters  referred  to in or  covered  by said
section,  and the  indemnification  provided  for  herein  shall  not be  deemed
exclusive of any other rights to which those indemnified may


                                      II-1
<PAGE>
be entitled under any By-Law,  agreement,  vote of stockholders or disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         Section 5.1 of the By-laws of the Registrant's provides as follows:

                  (a)  The   Corporation   shall   indemnify,   subject  to  the
requirements of subsection (d) of this Section, 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  Corporation  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo  contendere or its  equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                  (b)  The   Corporation   shall   indemnify,   subject  to  the
requirements of subsection (d) of this Section, 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 of the State of Delaware 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  of the State of  Delaware or such other court shall deem
proper.

                  (c) To the extent that a director,  officer, employee or agent
of the  Corporation,  or a person serving in any other enterprise at the request
of the Corporation, has been successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in  subsection  (a) and (b) of this
Section,  or in defense of any claim,  issue or matter therein,  the Corporation
shall indemnify him against expenses


                                      II-2
<PAGE>
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
Section  (unless  ordered by a court) shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in subsections (a) and (b)
of this Section.  Such determination shall be made (1) by the Board of Directors
by a majority  vote of a quorum  consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable,  or,
even if obtainable a quorum of  disinterested  directors,  or (3) by independent
legal counsel in a written opinion, or (4) by the stockholders.

                  (e)  Expenses  incurred  by a director,  officer,  employee or
agent in defending a civil or criminal action, suit or proceeding may be paid by
the  Corporation  in advance of the final  disposition  of such action,  suit or
proceeding  as  authorized  by  the  Board  of  Directors  upon  receipt  of  an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall  ultimately be determined  that he is not entitled to be
indemnified by the Corporation as authorized in this Section.

                  (f) The  indemnification  and advancement of expenses provided
by or granted pursuant to, the other subsections of this Section shall not limit
the  Corporation  from  providing any other  indemnification  or  advancement of
expenses  permitted by law nor shall it be deemed  exclusive of any other rights
to which  those  seeking  indemnification  may be  entitled  under  any  by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office.

                  (g) The  Corporation  may purchase  and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or who 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 any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provisions of this Section.

                  (h) The  indemnification  and advancement of expenses provided
by, or granted pursuant to this section shall,  unless  otherwise  provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

                  (i)  For the  purposes  of this  Section,  references  to "the
Corporation"  shall  include,  in addition  to the  resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors,  officers, employees or
agents, so that any person who is or was a director,  officer, employee or agent
of such  constituent  corporation,  or is or was  serving at the request of such
constituent  corporation  as a director,  officer,  employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with


                                      II-3
<PAGE>
respect to the resulting or surviving  corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

                  (j)  This   Section  5.1  shall  be   construed  to  give  the
Corporation the broadest power  permissible by the Delaware General  Corporation
Law, as it now stands and as heretofore amended.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides as follows:


                  (a) 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, 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 corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                  (b) 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.

                  (c) To the extent that a director,  officer, employee or agent
of a  corporation  has been  successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in subsections  (a) and (b) of this
section, or in defense of any claim, issue or matter


                                      II-4
<PAGE>
therein, he shall be indemnified  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him in connection therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
section  (unless  ordered by a court) shall be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in subsections (a) and (b)
of this section.  Such determination shall be made (1) by the board of directors
by a majority  vote of a quorum  consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable,  or,
even  if  obtainable  a  quorum  of  disinterested   directors  so  directs,  by
independent legal counsel in a written opinion, or (3) by the stockholders.

                  (e)  Expenses  (including  attorneys'  fees)  incurred  by  an
officer  or  director  in  defending  any  civil  criminal   administrative   or
investigative  action,  suit or  proceeding  may be paid by the  corporation  in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount  if it shall  ultimately  be  determined  that he is not  entitled  to be
indemnified  by the  corporation  as authorized  in this section.  Such expenses
(including  attorneys'  fees)  incurred by other  employees and agents may be so
paid upon such terms and  conditions,  if any, as the board of  directors  deems
appropriate.

                  (f) The  indemnification  and advancement of expenses provided
by, or granted  pursuant to, the other  subsections of this section shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

                  (g) A  corporation  shall have power to purchase  and maintain
insurance on behalf of any person who 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 any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
corporation"  shall  include,  in addition  to the  resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors, officers, and employees
or agents,  so that any person who is or was a  director,  officer,  employee or
agent of such  constituent  corporation,  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
shall  stand in the  same  position  under  this  section  with  respect  to the
resulting  or  surviving  corporation  as he would  have  with  respect  to such
constituent corporation if its separate existence had continued.


                                      II-5
<PAGE>
                  (i)  For  purposes  of  this  section,  references  to  "other
enterprises"  shall include employee benefit plans;  references to "fines" shall
include  any excise  taxes  assessed on a person  with  respect to any  employee
benefit  plan;  and  references  to "serving at the request of the  corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the
corporation  which imposes  duties on, or involves  services by, such  director,
officer,  employee,  or agent with  respect to an  employee  benefit  plan,  its
participants  or  beneficiaries;  and a person  who acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this section.

                  (j) The  indemnification  and advancement of expenses provided
by, or granted pursuant to, this section shall,  unless otherwise  provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         The  Registrant  has  purchased  a  Directors  and  Officers  Liability
Insurance  policy for coverage of up to $2,000,000  effective May 3, 1995 to May
3, 1997.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


                                      II-6
<PAGE>
ITEM 8.  EXHIBITS
<TABLE>
<CAPTION>
           No.   Description                                                          Reference
           ---   -----------                                                          ---------
<S>              <C>                                                                     <C>
           4.1   Form of Common Stock Certificate                                        (1)
           4.3   1993 Stock Option Plan                                                  (1)
           4.4   1993 Restricted Stock Plan                                              (1)
             5   Opinion of Olshan Grundman Frome & Rosenzweig LLP                       (2)
                 with respect to the securities registered
                 hereunder
          23.1   Consent of KPMG Peat Marwick LLP relating to the                        (2)
                 use of Financial Statements
          23.2   Consent of Ernst & Young LLP relating to use of                         (2)
                 Financial Statements
          23.3   Consent of Olshan  Grundman Frome & Rosenzweig LLP (included in
                 its opinion filed as Exhibit 5)
            24   Powers of Attorney (included on the signature                           (2)
                 page to this Registration Statement)
</TABLE>

------------------
(1)      Incorporated  by reference to the  Registrant's  Annual  Report on Form
         10-KSB for the year ended  December 31, 1995 filed with the  Securities
         and Exchange Commission.

(2)      Filed herewith.

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

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

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

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                           (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.
                                    Notwithstanding  the foregoing,  an 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  and  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 20 percent  change in
                                    the  maximum  aggregate  offering  price set
                                    forth in the  "Calculation  of  Registration
                                    Fee"  table  in the  effective  registration
                                    statement;


                                      II-7
<PAGE>
                                    provided,  however,  that  paragraph (i) and
                                    (ii)  above do not apply if the  information
                                    required to be included in a  post-effective
                                    amendment by those  paragraphs  is contained
                                    in a periodic report filed by the registrant
                                    pursuant  to  Section  13 or  15(d)  of  the
                                    Securities  Exchange  Act of 1934  that  are
                                    incorporated    by    reference    in    the
                                    Registration Statement;

                  (2)      That, for the purposes 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; and

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

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

         C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  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 of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.


                                      II-8
<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 New York, State of New York, on October 25, 1996.


                                             SHEFFIELD MEDICAL TECHNOLOGIES INC.


                                             /S/ DOUGLAS R. EGER
                                             -----------------------------------
                                                   Douglas R. Eger,
                                                   Chairman, President and
                                                   Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Douglas R. Eger and George Lombardi his
true  and  lawful  attorney-in-fact,  each  acting  alone,  with  full  power of
substitution and resubstitution for him and in his name, place and stead, in any
and all  capacities  to sign  any and all  amendments  including  post-effective
amendments  to this  Registration  Statement,  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact or their substitutes,  each acting alone, may lawfully do
or cause to be done by virtue thereof.

         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/ DOUGLAS R. EGER                             Director, Chairman,         October 25, 1996
-----------------------------------------       President and Chief    
             Douglas R. Eger                    Executive Officer      


/S/ ANTHONY B. ALPHIN, JR.                      Director                    October 25, 1996
-----------------------------------------
          Anthony B. Alphin, Jr.

/S/ STEPHEN SOHN, M.D.                          Director                    October 25, 1996
-----------------------------------------
            Stephen Sohn, M.D.

/S/ GEORGE LOMBARDI                             Chief Financial             October 25, 1996
-----------------------------------------       Officer and Chief
              George Lombardi                   Accounting
                                                Officer

/S/ BERNARD LAURENT                             Director                    October 25, 1996
-----------------------------------------
              Bernard Laurent

/S/ MICHAEL ZELDIN                              Director and Chief          October 25, 1996
-----------------------------------------       Scientific Officer
              Michael Zeldin             

/S/ THOMAS M. FITZGERALD                        Director and Chief          October 25, 1996
-----------------------------------------       Operating Officer
           Thomas M. Fitzgerald          
</TABLE>


                                      II-9
<PAGE>
THE 1993 OPTION PLAN.  Pursuant to the  requirements  of the  Securities  Act of
1933,  the  members  of  the  Stock  Option  Committee  have  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New York,  on October  25,
1996.



                                             /S/ STEPHEN SOHN, M.D.
                                             -----------------------------------
                                             Stephen Sohn, M.D.




                                             /S/ ANTHONY B. ALPHIN, JR.
                                             -----------------------------------
                                             Anthony B. Alphin, Jr.


                                      II-10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 87818}]
{"company-data": {"conformed-name": "SHEFFIELD MEDICAL TECHNOLOGIES INC", "cik": "0000894158", "assigned-sic": "2834", "irs-number": "760372381", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14867", "film-number": "96648119"}, "business-address": {"street1": "666 FIFTH AVENUE", "street2": "13TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10103", "phone": "2129576600"}, "mail-address": {"street1": "30 ROCKEFELLER PLAZA", "street2": "SUITE 4515", "city": "NEW YORK", "state": "NY", "zip": "10112"}}
As filed with the Securities and Exchange Commission on October 25, 1996
                                                       Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------

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

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

                       SHEFFIELD MEDICAL TECHNOLOGIES INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                         13-3808303
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

         30 ROCKEFELLER PLAZA, SUITE 4515
         NEW YORK, NEW YORK                                 10112
(Address of principal executive offices)                 (Zip Code)

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

       OPTIONS GRANTED PURSUANT TO THE REGISTRANT'S 1993 STOCK OPTION PLAN

  OPTIONS GRANTED PURSUANT TO THE REGISTRANT'S 1996 DIRECTORS STOCK OPTION PLAN

         OPTIONS GRANTED TO DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS
      AND ADVISORS OF THE COMPANY PURSUANT TO OTHER EMPLOYEE BENEFIT PLANS
                                OF THE REGISTRANT
                            (Full Title of the Plan)

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

                                 DOUGLAS R. EGER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                       SHEFFIELD MEDICAL TECHNOLOGIES INC.
                              30 ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10112
                     (Name and Address of agent for service)

                                 (212) 957-6600
          (Telephone number, including area code, of agent for service)

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

                                 WITH A COPY TO:
                            DANIEL J. GALLAGHER, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

                              --------------------
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                              Proposed         Proposed
                                                               maximum          maximum
            Title of               Amount                     offering         aggregate              Amount of
           securities              to be                        price           offering             registration
        to be registered         registered                   per share          price                   fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,500shares                 $ 3.50         $     8,750            $       2.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                5,000shares                 $ 3.875        $     9,688            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,500shares                 $ 3.9375       $     9,844            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                5,000shares                 $ 4.00         $    20,000            $       6.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,000shares                 $ 4.00         $     8,000            $       2.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                5,000shares                 $ 4.125        $    10,313            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common stock, $.01
par value per share                50,000shares                $ 4.4375       $   221,875            $      67.00
-----------------------------------------------------------------------------------------------------------------------
Common stock, $.01
par value per share                2,500shares                 $ 4.4375       $    11,094            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common stock, $.01
par value per share                2,500shares                 $ 4.50         $    11,250            $       3.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,500shares                 $ 5.88         $    14,700            $       4.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,500shares                 $ 6.25         $    15,625            $       5.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                2,500shares                 $ 5.375        $    13,438            $       4.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                20,000shares                $ 3.25         $    65,000            $      20.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                40,000shares                $ 5.50         $   220,000            $      67.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share                25,000 shares               $ 4.125        $   103,125            $      32.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01                 500,000shares               $ 4.825        $ 2,412,601
par value per share                   (1)(3)                     (1)(3)           (1)(3)             $     732.00
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01                 500,000shares               $ 3.7891       $ 1,894,554
par value per share                   (2)(3)                     (2)(3)           (2)(3)             $     575.00
-----------------------------------------------------------------------------------------------------------------------
Total                              1,169,500 shares                           $ 5,049,857            $   1,531.00
=======================================================================================================================
(1)      Represents  shares of Common Stock  issuable  upon  exercise of options
         granted or to be granted  under the  Company's  1993 Stock Option Plan.
         Includes  (i) 50,000  shares with  respect to which  options  have been
         granted at an exercise  price of $5.25 per share,  (ii)  82,502  shares
         with respect to which options have been granted at an exercise price of
         $6.75 per share and (iii) 50,000  shares with respect to which  options
         have  been  granted  at an  exercise  price  of  $8.25  per  share.  An
         additional  317,498  shares of Common Stock are to be offered at prices
         not presently determined. Pursuant to Rule 457(g) and (h), the offering
         price for these  additional  shares is estimated solely for the purpose
         of  determining  the  registration  fee and is  based on  $3.7188,  the
         average  of the high and low sales  prices of the  Common  Stock on the
         American Stock Exchange on October 22, 1996.

                                      -ii-
(2)      Represents  shares of Common Stock  issuable  upon  exercise of options
         granted or to be  granted  under the  Company's  1996  Directors  Stock
         Option Plan.  Includes 45,000 shares with respect to which options have
         been  granted at an exercise  price of $4.50 per share.  An  additional
         455,000  shares  of  Common  Stock  are to be  offered  at  prices  not
         presently  determined.  Pursuant to Rule 457(g) and (h),  the  offering
         price for these  additional  shares is estimated solely for the purpose
         of  determining  the  registration  fee and is  based on  $3.7188,  the
         average  of the high and low sales  prices of the  Common  Stock on the
         American Stock Exchange on October 22, 1996.

(3)      Pursuant to Rule 416, there are also registered hereby an indeterminate
         number of shares of Common Stock that may become  issuable by reason of
         the  anti-dilution  provisions of the Company's  1993 Stock Option Plan
         and 1996 Directors Stock Option Plan.

                                      -iii-
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                  SUBJECT TO COMPLETION, DATED OCTOBER 25, 1996

PROSPECTUS

                                 322,502 SHARES

                       SHEFFIELD MEDICAL TECHNOLOGIES INC.
                     Common Stock ($.01 par value per share)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  (the  "Selling  Stockholders"),  some of whom may be  deemed to be
"affiliates"  as defined in Rule 405 of the  Securities  Act of 1933, as amended
(the "Securities  Act"), of shares (the "Shares")  constituting a portion of the
Common  Stock,  $.01 par  value  (the  "Common  Stock"),  of  Sheffield  Medical
Technologies  Inc.  (the  "Company")  that may be issued by the  Company  to the
Selling  Stockholders  upon the exercise of  outstanding  stock options  granted
pursuant to certain  employee  benefit plans (the  "Plans") of the Company.  The
Shares  are  being   reoffered  and  resold  for  the  account  of  the  Selling
Stockholders  and the  Company  will not receive  any of the  proceeds  from the
resale of the  Shares.  With  respect  to the  Shares  that may be issued to the
Selling  Stockholders or additional  affiliates under the Plans, this Prospectus
also relates to certain Shares underlying options which have not as of this date
been granted. If and when such options are granted,  the Company will distribute
a Prospectus Supplement as required by the Act.

         The  offer  and sale of the  Shares to the  Selling  Stockholders  were
previously  registered  under the Securities Act. The Shares are being reoffered
and resold for the accounts of the Selling Stockholders and the Company will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Stockholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the  American  Stock  Exchange  (the  "AMEX"),  in  negotiated  transactions  or
otherwise  at  market  prices  prevailing  at the time of the sale or at  prices
otherwise  negotiated.  See "Plan of  Distribution."  The Company  will bear all
expenses in connection with the preparation of this Prospectus.

         AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" AT PAGE 4 HEREOF.

         The Common  Stock of the Company is traded on the AMEX under the symbol
"SHM." On October 23,  1996,  the closing  sale price for the Common  Stock,  as
reported by AMEX, was $3.875.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is          , 1996.
TABLE OF CONTENTS

         AVAILABLE INFORMATION...............................................2

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....................2

         RISK FACTORS........................................................4

         THE COMPANY.........................................................9

         USE OF PROCEEDS....................................................11

         SELLING STOCKHOLDERS...............................................11

         PLAN OF DISTRIBUTION...............................................12

         LEGAL MATTERS......................................................12

         EXPERTS............................................................12

         ADDITIONAL INFORMATION.............................................13

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

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549 and at the following Regional Offices of
the Commission:  New York Regional Office, Seven World Trade Center, Suite 1300,
New York, New York 10048 and Chicago Regional  Office,  500 West Madison Street,
Suite 1400,  Chicago,  Illinois  60661.  Copies of such material can be obtained
from the Public  Reference  Section of the  Commission at Judiciary  Plaza,  450
Fifth Street, N.W.,  Washington,  D.C. 20549, at prescribed rates. Such material
may also be accessed  electronically  by means of the Commission's  home page on
the internet at http://www.sec.gov. The Common Stock of the Company is traded on
the AMEX under the symbol "SHM."  Reports and other  information  concerning the
Company can be inspected at the offices of the AMEX, 86 Trinity Place, New York,
New York 10006.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company   incorporates   by  reference  the  following   documents
heretofore filed with the Commission pursuant to the Exchange Act:

                  (a) Annual Report of the Company on Form 10-KSB for the fiscal
         year ended December 31, 1995.

                  (b)  Quarterly  Report of the  Company on Form  10-QSB for the
         fiscal quarter ended June 30, 1996.

                                       -2-
(c) The description of the Company's  Common Stock,  par value
         $0.01  per  share,  and  other  matters  set  forth  in  the  Company's
         Registration  Statement  on Form  8-B  filed  on July 7,  1995  and any
         amendment or report filed for the purpose of updating such description.

         All reports and other  documents filed by the Company after the date of
this  Prospectus  pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange
Act, prior to the termination of this offering, are deemed to be incorporated by
reference  in this  Prospectus  and shall be deemed to be a part hereof from the
date  of  filing  of such  documents.  Any  statement  contained  in a  document
incorporated by reference in this  Prospectus  shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein (or in any other  subsequently  filed  document  which is also
incorporated  by  reference  in this  Prospectus)  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified or superseded, to constitute a part of this Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Sheffield Medical  Technologies Inc., 30 Rockefeller Plaza, Suite
4515, New York, New York 10112,  Attention:  Douglas R. Eger, Chairman and Chief
Executive  Officer.  Oral  requests  should  be  directed  to Mr.  Eger at (212)
957-6600.

         The Company's  principal  offices are located at 30 Rockefeller  Plaza,
Suite  4515,  New  York,  New York  10112,  and its  telephone  number  is (212)
957-6600.

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

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-
RISK FACTORS

         THE SECURITIES  OFFERED HEREBY ARE HIGHLY  SPECULATIVE  AND PROSPECTIVE
PURCHASERS SHOULD BE AWARE THAT THE PURCHASE OF SUCH SECURITIES  INVOLVES A HIGH
DEGREE  OF RISK.  IN  ADDITION  TO OTHER  INFORMATION  IN THIS  PROSPECTUS,  THE
FOLLOWING  FACTORS  SHOULD BE  CONSIDERED  CAREFULLY IN  EVALUATING  THE COMPANY
BEFORE  PURCHASING THE  SECURITIES  OFFERED  HEREBY.  THIS  PROSPECTUS  CONTAINS
FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES.  THE COMPANY'S
ACTUAL  RESULTS  COULD  DIFFER   MATERIALLY  FROM  THOSE  ANTICIPATED  IN  THESE
FORWARD-LOOKING  STATEMENTS AS A RESULT OF CERTAIN FACTORS,  INCLUDING THOSE SET
FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS.

DEVELOPMENT STAGE COMPANY;  HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT;
GOING CONCERN OPINION

         The  Company  is  in  the  development  stage.  The  Company  commenced
operations  in the  United  States in  January  1992  through  its  wholly-owned
subsidiary,  U-Tech Medical  Corporation  ("U-Tech"),  a Texas  corporation,  to
acquire,  develop and  commercialize  what it believed to be  promising  medical
technologies.  The  Company  has been  principally  engaged to date in  research
funding and licensing efforts, has experienced significant operating losses and,
as of June 30, 1996, had an accumulated deficit of $22,893,373.  The independent
auditors'report dated February 28, 1996, except for Note 10 as to which the date
is April 10, 1996, on the Company's  consolidated  financial  statements  stated
that the Company has not generated any operating revenue, has incurred operating
losses and requires additional capital, which conditions raise substantial doubt
about its ability to continue as a going  concern.  The Company  expects that it
will continue to have a high level of operating expenses and will be required to
make  significant  up-front  expenditures in connection with sponsored  research
agreements  with  independent  companies,  universities  and other  institutions
("Sponsored  Research  Agreements")  for  research and  development  and product
development  activities.  As  a  result,  the  Company  anticipates  significant
additional  operating  losses for 1996 and that losses will continue  thereafter
until such time, if ever, as the Company is able to generate sufficient revenues
to sustain its operations.

         The Company's ability to achieve profitable  operations is dependent in
large part on regulatory  approvals of its products and  technologies and on its
ability  to  enter  into  manufacturing  and  marketing  agreements  with  other
pharmaceutical,  biomedical or medical companies. There can be no assurance that
the Company will ever achieve profitable operations.

SIGNIFICANT LIQUIDITY RESTRAINTS

         The Company's  cash available for funding its operations as of June 30,
1996 was $5,158,751. As of such date, the Company had trade payables and accrued
liabilities  of  $247,669,   current   Sponsored   Research   Agreement  funding
obligations of approximately $415,000 and other current liabilities of $124,442.
In addition, the Company is obligated to fund between such date and December 31,
1996 approximately $1,050,000 in the aggregate under existing Sponsored Research
Agreements.  The Company  will be required  to obtain  additional  funds for its
business  through  operations  or  equity  or  debt  financings,   collaborative
arrangements with corporate partners or from other sources.  No assurance can be
given  that these  funds  will be  available  for the  Company  to  finance  its
development on acceptable  terms, if at all. If adequate funds are not available
from operations or additional  sources of funding,  the Company's  business will
suffer a material adverse effect.

                                       -4-
NEED FOR ADDITIONAL FINANCING

         Since the Company does not expect to generate substantial revenues from
the sale of any products or  technologies in the immediate  future,  the Company
will require  substantial  additional  funds from other  sources to complete its
research and development,  to conduct additional clinical tests and to establish
manufacturing and marketing  relationships  with  pharmaceutical,  biomedical or
medical companies.  The Company will attempt to acquire funds for these purposes
through  additional equity or debt financings,  collaborative  arrangements with
corporate  partners or from other sources.  No assurance can be given that these
funds will be available for the Company to finance its development on acceptable
terms,  if at all.  If  adequate  funds are not  available  from  operations  or
additional  sources of funding,  the  Company's  business will suffer a material
adverse effect.

LONG TERM DEVELOPMENT OF TECHNOLOGIES; NO COMMERCIALIZATION OF PRODUCTS TO DATE

         The Company has not yet begun to market  products or generate  revenues
from the sale of products or technologies.  The Company is funding research that
began,  in some cases,  many years  before the Company  acquired  rights in such
projects.  The  Company's  products and  technologies  will require  significant
additional development,  laboratory and clinical testing and investment prior to
commercialization.   The  Company  does  not  expect  regulatory   approval  for
commercial sales of any of its products or technologies in the immediate future.
There  can  be  no  assurance  that  such  products  or  technologies   will  be
successfully  developed,  proved to be safe and efficacious in clinical  trials,
meet applicable regulatory standards,  obtain required regulatory approvals,  be
capable of being  produced in commercial  quantities  at reasonable  costs or be
successfully commercialized and marketed.

ROYALTY PAYMENT OBLIGATIONS

         The owners and  licensors  of the  technology  rights  acquired  by the
Company are entitled to receive up to 50% of all  royalties and payments in lieu
of royalties  received by the Company from  commercialization  as their  royalty
interest. Accordingly, in addition to its substantial investment in research and
development of  technologies,  the Company will be required to make  substantial
payments to others in connection with revenues derived from commercialization of
products, if any.

POTENTIAL LOSS OF RIGHTS UPON DEFAULT

         Under  the terms of  Sponsored  Research  Agreements,  the  Company  is
obligated to make  periodic  installments  to finance  research and  development
activities  according  to  specified  budgets.  In the  event  that the  Company
defaults  in the  payment  of an  installment  under  the  terms of a  Sponsored
Research Agreement,  its rights thereunder could be forfeited. As a consequence,
the Company  could lose all rights under a Sponsored  Research  Agreement to the
related licensed  technology,  notwithstanding the total investment made through
the date of the default.  There can be no assurance that unforeseen  obligations
or  contingencies  will not  deplete  the  Company's  financial  resources  and,
accordingly,  the  Company's  resources  may not be  available  to  fulfill  the
Company's commitments.

                                       -5-
DEPENDENCE ON PRINCIPAL INVESTIGATORS

         The Company is dependent upon the active participation of its principal
investigators in the advancement of the research and development associated with
their related projects.  The loss of a principal  investigator,  particularly in
the early  stages of the  development  of a  technology,  could  have a material
adverse effect on the related project and the Company's prospects.

RAPID TECHNOLOGICAL CHANGE; COMPETITION

         The medical research field is subject to rapid technological change and
innovation.  Human immunodeficiency virus ("HIV") and Acquired Immune Deficiency
Syndrome  ("AIDS")  research,   prostate  cancer  research,   anti-proliferative
research  and product  development,  the areas in which the Company is presently
engaged,  are rapidly  evolving  fields in which  developments  are  expected to
continue at a rapid pace. In  particular,  HIV/AIDS  research is proceeding on a
wide-scale  at  numerous  prestigious   scientific  research   institutions  and
commercial  ventures.  Reports  of  progress  and  potential  breakthroughs  are
occurring at an increasing speed. There can be no assurance that the Company has
a competitive advantage in the field of HIV/AIDS research or in any of the other
fields in which the Company may concentrate its efforts.

         The  Company's  success  will  depend  upon its  ability to develop and
maintain   a   competitive   position   in   the   research,   development   and
commercialization   of  products  and   technologies  in  its  areas  of  focus.
Competition from  pharmaceutical,  chemical,  biomedical and medical  companies,
universities,  research  and other  institutions  is intense  and is expected to
increase.  All, or substantially  all, of these  competitors have  substantially
greater research and development  capabilities,  experience,  and manufacturing,
marketing,   financial  and  managerial  resources.   Further,  acquisitions  of
competing  companies by large  pharmaceutical  or other  companies could enhance
such competitors' financial,  marketing and other capabilities.  There can be no
assurance that developments by others will not render the Company's  products or
technologies  obsolete or not  commercially  viable or that the Company  will be
able to keep pace with technological developments.

GOVERNMENT REGULATION

         The Company's ongoing research and development  projects are subject to
rigorous U.S. Food and Drug  Administration  ("FDA")  approval  procedures.  The
preclinical and clinical testing requirements to demonstrate safety and efficacy
in each clinical  indication (the specific condition intended to be treated) and
regulatory  approval  processes  of the FDA can take a number  of years and will
require the  expenditure  of  substantial  resources by the  Company.  Delays in
obtaining FDA approval would adversely affect the marketing of products to which
the Company has rights and the Company's  ability to receive product revenues or
royalties.  Moreover,  even if FDA approval is obtained, a marketed product, its
manufacturer  and its  manufacturing  facilities are subject to continual review
and periodic inspections by the FDA, and a later discovery of previously unknown
problems with a product,  manufacturer or facility may result in restrictions on
such product or manufacturer.  Failure to comply with the applicable  regulatory
requirements can, among other things, result in fines, suspensions of regulatory
approvals,  product recalls,  operating  restrictions and criminal  prosecution.
Additional government regulation may be established which could prevent or delay
regulatory approval of the Company's products. Sales of

                                       -6-
pharmaceutical  products  outside  the  United  States  are  subject  to foreign
regulatory  requirements  that vary widely from country to country.  Even if FDA
approval  has been  obtained,  approval  of a product by  comparable  regulatory
authorities of foreign  countries must be obtained prior to the  commencement of
marketing  the  product in those  countries.  The time  required  to obtain such
approval  may be longer or shorter  than that  required  for FDA  approval.  The
Company has no experience in manufacturing or marketing in foreign countries nor
in matters such as currency regulations,  import-export  controls or other trade
laws.

RISKS INCIDENT TO PATENT APPLICATIONS AND RIGHTS

         The  Company's  success  will  depend in part on its  ability to obtain
patent  protection  for  products  and  processes  and to maintain  trade secret
protection and operate without  infringing the proprietary rights of others. The
degree of patent  protection  to be afforded to  pharmaceutical,  biomedical  or
medical  inventions is an uncertain  area of the law.  There can be no assurance
that the Company will develop or receive  sublicenses or other rights related to
proprietary  technology  which are  patentable,  that any patents  pending  will
issue,  or that any issued patents will provide the Company with any competitive
advantages or will not be challenged by third parties. Furthermore, there can be
no assurance  that others will not  independently  duplicate or develop  similar
technologies to those developed by or licensed to the Company.

         The  Company  supports  and  collaborates  in  research   conducted  at
universities and other institutions.  There can be no assurance that the Company
will have or be able to acquire  exclusive  rights to  inventions  or  technical
information  derived from such collaborations or that disputes will not arise as
to such exclusive rights or any derivative or related research programs.  If the
Company is  required  to defend  against  charges of patent  infringement  or to
protect its own proprietary rights against third parties, substantial costs will
be  incurred  and  the  Company  could  lose  rights  to  certain  products  and
technologies.

RELIANCE ON THIRD PARTIES; NO MARKETING OR MANUFACTURING CAPABILITIES

         The Company does not intend to manufacture or market its products.  The
Company will attempt to enter into  manufacturing and marketing  agreements with
one or more established pharmaceutical, biomedical and medical companies for any
products   that  are   developed.   There  can  be  no   assurance   that  other
pharmaceutical,  biomedical  or  medical  companies  will be  interested  in the
Company's  products or technologies or be willing to enter into manufacturing or
marketing agreements on terms acceptable to the Company.  Further,  there can be
no assurance  that  pharmaceutical,  biomedical or other medical  companies will
succeed in manufacturing and marketing the Company's products or technologies or
that the Company will derive revenues from its products or technologies.

DEPENDENCE UPON OBTAINING HEALTHCARE REIMBURSEMENT

         The Company's ability to commercialize human therapeutic and diagnostic
products  may  indirectly  depend in part on the extent to which  costs for such
products  and  technologies  are  reimbursed  by  private  health  insurance  or
government  health  programs.  The uncertainty  regarding  reimbursement  may be
especially  significant in the case of newly approved products.  There can be no
assurance  that  price  levels  will be  sufficient  to  provide a return to the
Company on its investment in new products and technologies.

                                       -7-
ADEQUACY OF PRODUCT LIABILITY INSURANCE

         The  use  of the  Company's  proposed  products  and  processes  during
testing, and after approval,  may entail inherent risks of adverse effects which
could expose the Company to product liability  claims.  Product liability claims
could have a material adverse effect on the business and financial  condition of
the Company. The Company has obtained, and will require its licensees to obtain,
product liability  insurance at an appropriate stage of product  development and
commercialization.  There can be no assurance that the Company and its licensees
will be able to maintain  or obtain  adequate  product  liability  insurance  on
acceptable terms or that such insurance will provide  adequate  coverage against
all potential claims.

VOLATILITY OF MARKET PRICE OF SECURITIES

         The market price of securities of firms in the  biotechnology  industry
has tended to be volatile.  Announcements  of  technological  innovations by the
Company  or its  competitors,  developments  concerning  proprietary  rights and
concerns  about safety and other factors may have a material  adverse  effect on
the  Company's   business.   The  market  price  of  the  Common  Stock  may  be
significantly  affected by  announcements  of  developments in the medical field
generally or the Company's  research  areas  specifically.  The stock market has
experienced volatility in market prices of companies similar to the Company that
has often  been  unrelated  to the  operating  results of such  companies.  This
volatility  may have a material  adverse  effect the market  price of the Common
Stock.

OUTSTANDING OPTIONS AND WARRANTS

         As of  September  30,  1996,  the  Company had  reserved  approximately
2,773,333  shares of Common  Stock for  issuance  upon  exercise of  outstanding
options  and  warrants,  including  shares of  Common  Stock  issuable  upon the
exercise of options and warrants  held by officers and directors of the Company.
The Company has filed registration  statements with the Commission  covering the
resale  of  substantially  all of the  shares of Common  Stock  underlying  such
options and  warrants (to the extent that such shares are not  registered  under
the registration statement of which this Prospectus constitutes a part).

         The  exercise of options and  outstanding  warrants and sales of Common
Stock  issuable  thereunder  could have a significant  depressive  effect on the
market price of shares of Common Stock and could materially impair the Company's
ability to raise capital through the sale of its equity securities.

NO DIVIDENDS

         Holders of Common Stock are  entitled to receive such  dividends as may
be declared by the Board of Directors of the Company.  To date,  the Company has
not declared or paid any dividends on its Common Stock, and the Company does not
anticipate  paying  dividends in the  foreseeable  future.  Rather,  the Company
intends to apply any earnings to the expansion and development of its business.

AUTHORIZATION OF PREFERRED STOCK

         The  Company's  charter   authorizes  the  issuance  of  "blank  check"
preferred  stock  with  such  designations,  rights  and  preferences  as may be
determined from time to time by the Board of Directors, without

                                       -8-
shareholder  approval  ("Preferred  Stock").  In  the  event  of  issuance,  the
Preferred Stock could be utilized,  under certain circumstances,  as a method of
discouraging,  delaying  or  preventing  a change  in  control  of the  Company.
Although  the  Company  has no  present  intention  to issue  any  shares of its
Preferred  Stock,  there can be no assurance  that the Company will not do so in
the future.

                                   THE COMPANY

         The  Company  was  organized  under  Canadian  law in  October  1986 as
Sheffield Strategic Metals, Inc. The Company commenced  operations in the United
States in January  1992  through its  wholly-owned  subsidiary,  U-Tech  Medical
Corporation,  a Texas  corporation  ("U-Tech"),  with its  principal  offices in
Houston,  Texas.  Effective May 19, 1992,  Sheffield  Medical  Technologies Inc.
became domesticated in the State of Wyoming without reincorporation  pursuant to
a  "continuance"  procedure  under  Wyoming  corporation  law.  The  continuance
procedure  allowed the Company to become  domesticated in the United States as a
Wyoming  corporation  without  reincorporation.  On June 13,  1995,  the Company
changed  its state of  Incorporation  to  Delaware by means of a merger with and
into a newly-formed wholly-owned Delaware subsidiary of the Company. Such merger
and the resulting change of the Company's state of incorporation to Delaware was
approved by the Company's stockholders in January 1995.

         Unless the context  otherwise  indicates,  the "Company" as used herein
means Sheffield Medical Technologies Inc., its predecessors and its wholly-owned
subsidiaries, Ion Pharmaceuticals, Inc. ("Ion") and U-Tech.

         The  Company   identifies  and  evaluates   promising   pharmaceutical,
biomedical  and  medical   technologies   and   selectively   invests  in  those
technologies  that the Company believes possess strong market  potential.  Under
Sponsored Research Agreements, the Company funds pharmaceutical,  biomedical and
medical  research  and  clinical  testing  in  exchange  for  license  rights to
commercialize resulting products and technologies.  The Company's strategy is to
bridge  the  resource  and  management  gap  between  late-stage   research  and
commercialization of any resulting products and technologies by assisting in the
management of research,  development,  marketing,  commercialization  and patent
prosecution of technologies and products.  In addition,  the Company manages the
preparation and submission of Investigational  New Drug  Notifications  ("INDs")
and New Drug Applications  ("NDAs") and protocols prepared for submission to the
FDA. If Company-funded research and clinical testing are successful, the Company
intends  to  enter  into  sublicense,   joint  venture  or  other  collaborative
agreements with one or more  pharmaceutical,  biomedical or medical companies to
pursue later phase clinical testing and product manufacturing and marketing.  By
utilizing  third  party  development  and  distribution  resources,  the Company
believes that it can effectively avoid the substantial fixed costs traditionally
associated with in-house research, development, production and distribution.

         The  Company  does not intend to  manufacture  or market its  products.
Instead,  the Company intends to finance research  projects in consideration for
license rights. Thereafter, the Company will attempt to enter into manufacturing
and  marketing   agreements   with  one  or  more   established   biomedical  or
pharmaceutical companies for any products which are developed.

         As of the date of this  Prospectus,  the Company has  acquired  certain
development and marketing rights in the following projects:

                                       -9-
RBC-CD4  ELECTROINSERTION  TECHNOLOGY.  The  Company  is the  worldwide
licensee  of certain  technology  (the  "RBC-CD4  Electroinsertion  Technology")
relating to the  electroinsertion  of full-length CD4 protein into the red blood
cell membrane  ("RBC-CD4")  for use as a  therapeutic  agent in the treatment of
HIV. The  electroinsertion  process  inserts CD4, the protein that serves as the
binding site of the HIV virus,  into a red blood cell. This altered cell complex
acts as a decoy and is designed to cleanse the blood of  infection by binding to
and removing the HIV virus from circulation  before it can infect other cells in
the human immune system.  The related  research is being  conducted by a team of
scientific  and  medical  investigators  affiliated  with the  Center  for Blood
Research  Laboratories,  Inc. ("CBRL"),  a wholly owned subsidiary of The Center
for Blood Research, Inc., an affiliate of Harvard Medical School ("Harvard") and
The Johns Hopkins University Medical Center ("Johns Hopkins").

         LIPOSOME-CD4  TECHNOLOGY.  The  Company is the  worldwide  licensee  of
certain technology (the "Liposome-CD4 Technology") relating to the incorporation
of CD4 antigens into liposome  bilayers and their use as a therapeutic  agent in
the  treatment of HIV and AIDS.  While  RBC-CD4  Electroinsertion  Technology is
being  developed  by the  Company  to target HIV and  HIV-infected  cells in the
blood,  Liposome-CD4  Technology  is being  developed  by the  Company to target
infections in the human  lymphatic  system,  a major reservoir for infection not
reached by blood circulation.  The related research is being conducted by a team
of scientific and medical investigators affiliated with CBRL.

         HIV/AIDS  VACCINE.  The Company  holds an option to acquire a potential
HIV/AIDS  vaccine (the "HIV/AIDS  Vaccine")  developed by Professor  Jean-Claude
Chermann,  one of the  Pasteur  Institute's  original  discoverers  of HIV.  The
vaccine concept developed by Professor Chermann utilizes a cellular antigen that
is incorporated into the HIV viral coating after the HIV virus has reproduced in
a human cell.  This cellular  antigen does not appear to vary across the various
strains of the virus and may provide a stable target to develop  antibodies that
can prevent  infection.  The Company  believes  this  approach  may also protect
against both  blood-borne and sexual  transmission of HIV. The Company's goal is
to develop an oral  formulation  that would make the  vaccine  potentially  less
costly and easier to distribute to a broad  population.  The related research is
being  conducted by a team of scientific  and medical  investigators  affiliated
with the French National Institute of Health and Medical Research ("INSERM").

         UGIF TECHNOLOGY. The Company holds an exclusive worldwide license for a
growth regulator,  which could serve as a potential prostate cancer therapy. The
related technology (the "UGIF Technology") focuses on a urogenital sinus derived
growth  inhibitory  factor that may inhibit the growth of transformed  cells and
tumors in the human prostate. In addition to treatment of prostate cancer, there
may be a potential use of the UGIF  Technology or its analogues in the treatment
of other diseases or conditions  dealing with abnormalities of the genitourinary
system.  The  related  research is being  conducted  by  scientific  and medical
investigators affiliated with Baylor College of Medicine in Houston, Texas.

         ANTI-PROLIFERATIVE  TECHNOLOGY.  The Company,  through its wholly-owned
subsidiary, Ion, is the worldwide licensee of certain proprietary compounds (the
"Trifens")  for  anti-proliferative  and  anti-growth  use and holds  options to
acquire exclusive  worldwide licenses to the uses of certain Trifens in treating
sickle cell anemia and gastrointestinal

                                      -10-
disorders. The Trifens have demonstrated promise in therapeutic applications for
treating a number of conditions  characterized  by abnormal cell  proliferation.
The related  research is being  conducted  by a team of  scientific  and medical
investigators  affiliated  with  Harvard  and  Children's  Hospital  of  Boston,
Massachusetts.

         The Shares  offered for resale  hereby were or will be purchased by the
Selling  Stockholders  upon exercise of options granted to them and will be sold
for the account of the Selling Stockholders.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Stockholders.

                              SELLING STOCKHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Stockholders under the Plans.

         The following table sets forth (i) the number of shares of Common Stock
owned by each  Selling  Stockholder  at September  30, 1996,  (ii) the number of
Shares to be offered for resale by each Selling Stockholder and (iii) the number
and percentage of shares of Common Stock to be held by each Selling  Shareholder
after completion of the offering.

                                                             Number of shares
                            Number of                        of Common Stock/
                            shares of                         Percentage of
                           Common Stock      Number of      Class to be Owned
                             Owned at      Shares to be      After Completion
                          September 30,     Offered for           of the
         Name                1996(1)          Resale           Offering(1)
         ----                -------          ------           -----------

Dr. Michael Zeldin(2)              0           32,502(3)        0/0

Anthony B. Alphin, Jr.(4)     60,000(5)        15,000(6)        45,000/*

Dr. Stephen Sohn(7)          271,000(8)        15,000(3)        256,000/2.1%

Thomas Fitzgerald(9)               0          150,000(3)        0/0

Bernard Laurent(10)          117,597(11)      110,000(6)        7,597/*

---------------------------
* Less than 1%.

(1)      Calculations assume that all options and warrants held by directors and
         executive  officers and exercisable  within 60 days after September 30,
         1996 have been exercised.
(2)      Dr.  Zeldin has served as a director of the Company  since May 1996 and
         has served as an officer of the Company since March 1996.
(3)      Represents  shares of Common Stock  issuable  upon  exercise of options
         that are not presently  exercisable and are not  exercisable  within 60
         days of September 30, 1996.
(4)      Mr. Alphin has served as a director of the Company since 1993.

                                      -11-
(5)      Includes  50,000  shares of Common  Stock  issuable  upon  exercise  of
         presently  exercisable options or options exercisable within 60 days of
         September 30, 1996.
(6)      Pursuant to the terms of the  Company's  1996  Directors  Stock  Option
         Plan,  non-employee directors of the Company receive an annual grant on
         January 1 of each year of an option to purchase 15,000 shares of Common
         Stock. In the event that the listed  individual  remains a non-employee
         director of the Company,  such individual shall receive such additional
         grants and the shares of Common  Stock  issuable  upon the  exercise of
         such additional options may be offered through this Prospectus.
(7)      Dr. Sohn has served as a director of the Company since 1995.
(8)      Represents  (i)  50,000  shares  of Common  Stock  subject  to  options
         exercisable  within 60 days of September 30, 1996,  (ii) 191,000 shares
         of  Common  Stock  subject  to  a  warrant  issued  to  SMT  Investment
         Partnership,  a  Massachusetts  limited  partnership  ("SMT") and (iii)
         30,000 shares of Common Stock  subject to a warrant  issued to The Fort
         Hill Group,  Inc.  ("Fort Hill").  Dr. Sohn is a general partner of SMT
         and a former  officer  of Fort  Hill.  Dr.  Sohn  disclaims  beneficial
         ownership  of (a) any shares of Common  Stock that SMT has the right to
         acquire  and (b) any share  that  Fort  Hill has the  right to  acquire
         (other than 10,000 shares issuable upon exercise of the above-mentioned
         warrant issued to Fort Hill that Dr. Sohn has the right to receive upon
         issuance).
(9)      Mr.  Fitzgerald  has served as Chief  Operating  Officer of the Company
         since June 1996.
(10)     Mr. Laurent has served as a director of the Company since 1995.
(11)     Includes (i) 25,000 shares of Common Stock owned by Global Equities and
         (ii) 12,500  shares of Common  Stock  subject to  warrants  exercisable
         within 60 days of  September  30,  1996 held by  Global  Equities.  Mr.
         Laurent  is a  director  of  Global  Equities.  Mr.  Laurent  disclaims
         beneficial  ownership  of any  shares  of Common  Stock  held by Global
         Equities or that it has the right to acquire.

                              PLAN OF DISTRIBUTION

         It is  anticipated  that resale of Shares will be effected from time to
time by the Selling  Stockholders  in one or more  transactions  on the AMEX, in
negotiated  transactions or otherwise at market prices prevailing at the time of
the sale or at  prices  otherwise  negotiated.  The  Selling  Stockholders  have
advised the Company that they are not parties to any  agreement,  arrangement or
understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan  Grundman Frome &
Rosenzweig LLP, New York, New York 10022.

                                     EXPERTS

         The consolidated financial statements of Sheffield Medical Technologies
Inc. and  subsidiary (a  development  stage  enterprise)  appearing in Sheffield
Medical  Technologies  Inc.'s  Annual  Report (Form  10-KSB) for the years ended
December 31, 1995 and 1994, have been audited by Ernst & Young LLP,  independent
auditors,  as set forth in their report thereon  (which  contains an explanatory
paragraph  with respect to  conditions  that raise  substantial  doubt about the
Company's  ability to continue as a going concern as further described in Note 9
to the  consolidated  financial  statements)  included  therein and incorporated
herein by reference.  Such  consolidated  financial  statements are, and audited
financial  statements to be included in  subsequently  filed  documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such  financial  statements (to the extent covered by consents filed with the
Securities  and Exchange  Commission)  given upon the  authority of such firm as
experts in accounting and auditing.

                                      -12-
The consolidated financial statements of Sheffield Medical Technologies
Inc. and subsidiary (a development stage enterprise) as of December 31, 1993 and
for the period from  October 17, 1986  (inception)  to December 31, 1993 and the
years ended  December  31,  1992 and 1993 have been  incorporated  by  reference
herein and in the registration  statement of which this Prospectus constitutes a
part in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants,  incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.

         The report of KPMG Peat  Marwick LLP  covering  the  December  31, 1993
consolidated  financial statements contains an explanatory paragraph that states
that the Company's  recurring losses and net deficit position raise  substantial
doubt  about its  ability  to  continue  as a going  concern.  The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of that uncertainty.

                             ADDITIONAL INFORMATION

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 under the Securities Act (the "Registration Statement") with respect to
the Shares offered hereby.  For further  information with respect to the Company
and the  securities  offered  hereby,  reference  is  made  to the  Registration
Statement.  Statements  contained in this  Prospectus  as to the contents of any
contract or other document are not necessarily  complete,  and in each instance,
reference is made to the copy of such  contract or document  filed as an exhibit
to the  Registration  Statement,  each such  statement  being  qualified  in all
respects by such reference.

                                      -13-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a)  Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 1995;

                  (b)  Quarterly  Report on Form  10-QSB for the fiscal  quarter
         ended June 30, 1996.

                  (c) The  description  of the  Registrant's  Common Stock,  par
         value $0.01 per share,  and other matters set forth in the Registrant's
         Registration  Statement  on Form  8-B  filed  on July 7,  1995  and any
         amendment or report filed for the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain legal matters in connection  with the issuance of the shares of
Common Stock offered  hereby have been passed upon for the Registrant by Messrs.
Olshan  Grundman  Frome & Rosenzweig  LLP, 505 Park Avenue,  New York,  New York
10022.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Except  as  hereinafter  set  forth,  there  is  no  statute,   charter
provision,  by-law,  contract or other  arrangement  under which any controlling
person,  director or officer of the  Registrant is insured or indemnified in any
manner against liability which he may incur in his capacity as such.

         Article TENTH of the Registrant's Certificate of Incorporation provides
as follows:

                  The  Corporation  shall,  to the fullest  extent  permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and  supplemented,  indemnify  any and all persons  whom it shall
have power to  indemnify  under said section from and against any and all of the
expenses,  liabilities  or  other  matters  referred  to in or  covered  by said
section,  and the  indemnification  provided  for  herein  shall  not be  deemed
exclusive of any other rights to which those indemnified may

                                      II-1
be entitled under any By-Law,  agreement,  vote of stockholders or disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         Section 5.1 of the By-laws of the Registrant's provides as follows:

                  (a)  The   Corporation   shall   indemnify,   subject  to  the
requirements of subsection (d) of this Section, 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  Corporation  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo  contendere or its  equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                  (b)  The   Corporation   shall   indemnify,   subject  to  the
requirements of subsection (d) of this Section, 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 of the State of Delaware 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  of the State of  Delaware or such other court shall deem
proper.

                  (c) To the extent that a director,  officer, employee or agent
of the  Corporation,  or a person serving in any other enterprise at the request
of the Corporation, has been successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in  subsection  (a) and (b) of this
Section,  or in defense of any claim,  issue or matter therein,  the Corporation
shall indemnify him against expenses

                                      II-2
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
Section  (unless  ordered by a court) shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in subsections (a) and (b)
of this Section.  Such determination shall be made (1) by the Board of Directors
by a majority  vote of a quorum  consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable,  or,
even if obtainable a quorum of  disinterested  directors,  or (3) by independent
legal counsel in a written opinion, or (4) by the stockholders.

                  (e)  Expenses  incurred  by a director,  officer,  employee or
agent in defending a civil or criminal action, suit or proceeding may be paid by
the  Corporation  in advance of the final  disposition  of such action,  suit or
proceeding  as  authorized  by  the  Board  of  Directors  upon  receipt  of  an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall  ultimately be determined  that he is not entitled to be
indemnified by the Corporation as authorized in this Section.

                  (f) The  indemnification  and advancement of expenses provided
by or granted pursuant to, the other subsections of this Section shall not limit
the  Corporation  from  providing any other  indemnification  or  advancement of
expenses  permitted by law nor shall it be deemed  exclusive of any other rights
to which  those  seeking  indemnification  may be  entitled  under  any  by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office.

                  (g) The  Corporation  may purchase  and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or who 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 any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provisions of this Section.

                  (h) The  indemnification  and advancement of expenses provided
by, or granted pursuant to this section shall,  unless  otherwise  provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

                  (i)  For the  purposes  of this  Section,  references  to "the
Corporation"  shall  include,  in addition  to the  resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors,  officers, employees or
agents, so that any person who is or was a director,  officer, employee or agent
of such  constituent  corporation,  or is or was  serving at the request of such
constituent  corporation  as a director,  officer,  employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with

                                      II-3
respect to the resulting or surviving  corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

                  (j)  This   Section  5.1  shall  be   construed  to  give  the
Corporation the broadest power  permissible by the Delaware General  Corporation
Law, as it now stands and as heretofore amended.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides as follows:

                  (a) 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, 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 corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                  (b) 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.

                  (c) To the extent that a director,  officer, employee or agent
of a  corporation  has been  successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in subsections  (a) and (b) of this
section, or in defense of any claim, issue or matter

                                      II-4
therein, he shall be indemnified  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him in connection therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
section  (unless  ordered by a court) shall be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in subsections (a) and (b)
of this section.  Such determination shall be made (1) by the board of directors
by a majority  vote of a quorum  consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable,  or,
even  if  obtainable  a  quorum  of  disinterested   directors  so  directs,  by
independent legal counsel in a written opinion, or (3) by the stockholders.

                  (e)  Expenses  (including  attorneys'  fees)  incurred  by  an
officer  or  director  in  defending  any  civil  criminal   administrative   or
investigative  action,  suit or  proceeding  may be paid by the  corporation  in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount  if it shall  ultimately  be  determined  that he is not  entitled  to be
indemnified  by the  corporation  as authorized  in this section.  Such expenses
(including  attorneys'  fees)  incurred by other  employees and agents may be so
paid upon such terms and  conditions,  if any, as the board of  directors  deems
appropriate.

                  (f) The  indemnification  and advancement of expenses provided
by, or granted  pursuant to, the other  subsections of this section shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

                  (g) A  corporation  shall have power to purchase  and maintain
insurance on behalf of any person who 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 any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
corporation"  shall  include,  in addition  to the  resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors, officers, and employees
or agents,  so that any person who is or was a  director,  officer,  employee or
agent of such  constituent  corporation,  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
shall  stand in the  same  position  under  this  section  with  respect  to the
resulting  or  surviving  corporation  as he would  have  with  respect  to such
constituent corporation if its separate existence had continued.

                                      II-5
(i)  For  purposes  of  this  section,  references  to  "other
enterprises"  shall include employee benefit plans;  references to "fines" shall
include  any excise  taxes  assessed on a person  with  respect to any  employee
benefit  plan;  and  references  to "serving at the request of the  corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the
corporation  which imposes  duties on, or involves  services by, such  director,
officer,  employee,  or agent with  respect to an  employee  benefit  plan,  its
participants  or  beneficiaries;  and a person  who acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this section.

                  (j) The  indemnification  and advancement of expenses provided
by, or granted pursuant to, this section shall,  unless otherwise  provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         The  Registrant  has  purchased  a  Directors  and  Officers  Liability
Insurance  policy for coverage of up to $2,000,000  effective May 3, 1995 to May
3, 1997.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                      II-6
ITEM 8.  EXHIBITS
No.   Description                                                          Reference
           ---   -----------                                                          ---------
4.1   Form of Common Stock Certificate                                        (1)
           4.3   1993 Stock Option Plan                                                  (1)
           4.4   1993 Restricted Stock Plan                                              (1)
             5   Opinion of Olshan Grundman Frome & Rosenzweig LLP                       (2)
                 with respect to the securities registered
                 hereunder
          23.1   Consent of KPMG Peat Marwick LLP relating to the                        (2)
                 use of Financial Statements
          23.2   Consent of Ernst & Young LLP relating to use of                         (2)
                 Financial Statements
          23.3   Consent of Olshan  Grundman Frome & Rosenzweig LLP (included in
                 its opinion filed as Exhibit 5)
            24   Powers of Attorney (included on the signature                           (2)
                 page to this Registration Statement)
------------------
(1)      Incorporated  by reference to the  Registrant's  Annual  Report on Form
         10-KSB for the year ended  December 31, 1995 filed with the  Securities
         and Exchange Commission.

(2)      Filed herewith.

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

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

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

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                           (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.
                                    Notwithstanding  the foregoing,  an 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  and  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 20 percent  change in
                                    the  maximum  aggregate  offering  price set
                                    forth in the  "Calculation  of  Registration
                                    Fee"  table  in the  effective  registration
                                    statement;

                                      II-7
provided,  however,  that  paragraph (i) and
                                    (ii)  above do not apply if the  information
                                    required to be included in a  post-effective
                                    amendment by those  paragraphs  is contained
                                    in a periodic report filed by the registrant
                                    pursuant  to  Section  13 or  15(d)  of  the
                                    Securities  Exchange  Act of 1934  that  are
                                    incorporated    by    reference    in    the
                                    Registration Statement;

                  (2)      That, for the purposes 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; and

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

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

         C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  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 of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

                                      II-8
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 New York, State of New York, on October 25, 1996.

                                             SHEFFIELD MEDICAL TECHNOLOGIES INC.

                                             /S/ DOUGLAS R. EGER
                                             -----------------------------------
                                                   Douglas R. Eger,
                                                   Chairman, President and
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Douglas R. Eger and George Lombardi his
true  and  lawful  attorney-in-fact,  each  acting  alone,  with  full  power of
substitution and resubstitution for him and in his name, place and stead, in any
and all  capacities  to sign  any and all  amendments  including  post-effective
amendments  to this  Registration  Statement,  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact or their substitutes,  each acting alone, may lawfully do
or cause to be done by virtue thereof.

         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/ DOUGLAS R. EGER                             Director, Chairman,         October 25, 1996
-----------------------------------------       President and Chief    
             Douglas R. Eger                    Executive Officer      

/S/ ANTHONY B. ALPHIN, JR.                      Director                    October 25, 1996
-----------------------------------------
          Anthony B. Alphin, Jr.

/S/ STEPHEN SOHN, M.D.                          Director                    October 25, 1996
-----------------------------------------
            Stephen Sohn, M.D.

/S/ GEORGE LOMBARDI                             Chief Financial             October 25, 1996
-----------------------------------------       Officer and Chief
              George Lombardi                   Accounting
                                                Officer

/S/ BERNARD LAURENT                             Director                    October 25, 1996
-----------------------------------------
              Bernard Laurent

/S/ MICHAEL ZELDIN                              Director and Chief          October 25, 1996
-----------------------------------------       Scientific Officer
              Michael Zeldin             

/S/ THOMAS M. FITZGERALD                        Director and Chief          October 25, 1996
-----------------------------------------       Operating Officer
           Thomas M. Fitzgerald
II-9
THE 1993 OPTION PLAN.  Pursuant to the  requirements  of the  Securities  Act of
1933,  the  members  of  the  Stock  Option  Committee  have  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New York,  on October  25,
1996.

                                             /S/ STEPHEN SOHN, M.D.
                                             -----------------------------------
                                             Stephen Sohn, M.D.

                                             /S/ ANTHONY B. ALPHIN, JR.
                                             -----------------------------------
                                             Anthony B. Alphin, Jr.

                                      II-10