As filed with the Securities and Exchange Commission on September 18, 1998.

                              Registration No. 333-

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                           ENERGY RESEARCH CORPORATION
             (Exact name of registrant as specified in its charter)


        New York                                          06-0853042
-----------------------                       --------------------------------- 
(State of Incorporation)                       (IRS Employer Identification No.)



                3 Great Pasture Road, Danbury, Connecticut 06813
                ------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                           ENERGY RESEARCH CORPORATION
                             1988 STOCK OPTION PLAN
                           1998 EQUITY INCENTIVE PLAN
                           --------------------------
                            (Full title of the Plans)

                           Jerry D. Leitman, President
                           Energy Research Corporation
                              3 Great Pasture Road
                           Danbury, Connecticut 06813
                           --------------------------
                     (Name and address of agent for service)

                                 (203) 825-6000
                                 --------------
          (Telephone number, including area code, of agent for service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of securities to    Amount to be    Proposed maximum            Proposed maximum aggregate    Amount of
be registered             registered      offering price per share    offering price                registration fee

<S>                       <S>             <S>                         <S>                           <S> 
Common Stock,             601,000         $10.125                     $6,085,125                    $1,796.00
 $.0001 par value         shares(1)

</TABLE>


(1)     Represents  101,000  additional  shares of Common  Stock  issuable  upon
        exercise of options granted or to be granted under the Registrant's 1988
        Stock  Option  Plan,  as  amended,  and 500,000  shares of Common  Stock
        issuable  pursuant  to  awards  granted  or  to  be  granted  under  the
        Registrants'  1998 Equity Incentive Plan. Such presently  indeterminable
        number  of  additional  shares  of  Common  Stock  are  also  registered
        hereunder  as may be issued  in the  event of a  merger,  consolidation,
        reorganization,  recapitalization,  stock dividend, stock split or other
        similar change in Common Stock.
(2)     Estimated  solely for the purpose of determining  the  registration  fee
        pursuant to Rule 457(h) under the  Securities  Act of 1933, on the basis
        of the average high and low prices for the Registrant's  Common Stock on
        the American Stock Exchange on September 15, 1998.
================================================================================

         Pursuant  to  Rule  429  under  the  Securities   Act  of  1933,   this
         Registration  Statement  also  incorporates  by reference and serves as
         Post- Effective Amendment No. 2 to Registration  Statement No. 33-77008
         on  Form  S-8  and  Post-Effective  Amendment  No.  1  to  Registration
         Statement  No.  33-20708  on Form S-8,  filed  with  respect to 400,000
         shares and 200,000 shares, respectively,  of Common Stock issuable upon
         exercise  of options  granted or to be granted  under the  Registrant's
         1988 Stock Option Plan, as amended.

                                      II-1


<PAGE>




PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------
 
         The following  documents are hereby incorporated by reference into this
Registration Statement:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended October 31, 1997;

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

         (c) The material  included in  "Description  of Capital  Stock - Common
Shares" contained on page 38 of the Prospectus dated June 25, 1992,  included in
Registrant's  Registration  Statement on Form S-1  (Registration  No.  33-47233)
filed under the Securities Act of 1933,  which was  incorporated by reference in
Item 1 of Registrant's  Registration  Statement on Form 8-A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") dated June 12, 1992.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed hereby  incorporated by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this registration  statement to the extent that a statement  contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.  Description of Securities.
         -------------------------
         Not applicable.

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

         The  legality of the Common Stock  issuable  upon the exercise of stock
options granted or to be granted under the Registrant's  1988 Stock Option Plan,
as  amended,  or  pursuant  to  awards  granted  or  to  be  granted  under  the
Registrant's  1998 Equity Incentive Plan has been passed upon for the Registrant
by Brown, Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts
02111.

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

         As  permitted  by Section 722 of the  Business  Corporation  Law of the
State of New York, the Registrant's  Restated  Certificate of Incorporation,  as
amended,  provides for  indemnification  of officers and directors under certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  the  Registrant  to indemnify  its officers and directors
under certain  circumstances  against liabilities and expenses incurred in legal
proceedings  involving  such  persons  because of their  being or having been an
officer or director.  The By-Laws of the Registrant provide for  indemnification
of its officers and directors to the full extent authorized by law.

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

         Not applicable.




                                      II-2


<PAGE>




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

Number   Description

4.1      Certificate of Incorporation  of the Registrant,  as amended - Filed as
         Exhibit 3.1 to the  Registrant's  Registration  Statement  on Form S-1
         (File No.33-47233) dated April 14, 1992.*

4.2      Restated By-Laws of the Registrant - Filed as Exhibit 3.2 to the 
         Registrant's Annual Report on Form 10-KSB for the fiscal year ended 
         October 31, 1992, dated January 20, 1993.*

4.3      Specimen Certificate of Common Stock - Filed as Exhibit 7 to the 
         Registrant's Registration Statement on Form 8-A dated June 12, 1992.*

5        Legal Opinion of Brown, Rudnick, Freed & Gesmer.

23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of Brown, Rudnick, Freed & Gesmer is included in their legal 
         opinion filed as Exhibit 5 hereof.

24       Power of Attorney (included on the signature page of this Registration
         Statement).

99.1     Energy  Research  Corporation  1988 Stock  Option  Plan,  as amended -
         Filed  as  Exhibit  10.21  to  the  Registrant's Amendment  No. 1 to
         its  Registration  Statement on Form S-1(File No. 33-47233) dated
         June 1, 1992.*

99.2     Amendment to the Registrant's 1988 Stock Option Plan - Filed as Exhibit
         10.42 to the Registrant's Quarterly Report on Form 10-Q for the period
         ended April 30, 1996.*

99.3     Amendment to the Registrant's 1988 Stock Option Plan, as amended- Filed
         as Exhibit 10.53 to the Registrant's Quarterly Report on Form 10-Q for
         the period ended July 31, 1998.*

99.4     Registrant's 1998 Equity Incentive Plan - Filed as Exhibit 10.54 to the
         Registrant's Quarterly Report on Form 10-Q for the period ended 
         July 31, 1998.*

------------------
*   Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
    Securities  Act of 1933,  as  amended,  reference  is made to the  documents
    previously  filed with the Commission,  which are  incorporated by reference
    herein.

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 to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                (2) That,  for the purpose of  determining  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.






                                      II-3


<PAGE>




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

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

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





                                      II-4


<PAGE>





                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Danbury, State of Connecticut, on September 17, 1998.

                                                   ENERGY RESEARCH CORPORATION


                                                    By: /s/ Jerry D. Leitman
                                                        --------------------
                                                        Jerry D. Leitman
                                                        President

                               POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below  constitutes  and appoints Jerry D. Leitman and Louis P. Barth and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or 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,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


Signature                  Title                       Date
---------                  -----                       ----

/s/ Jerry D. Leitman       President, Chief            September 17, 1998
--------------------       Executive Officer and
Jerry D. Leitman           Director (Principal
                           Executive Officer)
                                            

/s/ Louis P. Barth         Senior Vice President,      September 17, 1998
------------------         Chief Financial Officer,
Louis P. Barth             Corporate Secretary
                           (Principal Financial and
                           Accounting Officer)

/s/ Bernard S. Baker       Director                    September 17, 1998
--------------------
Bernard S. Baker




                                      II-5


<PAGE>





 /s/ Warren D. Bagatelle    Director                   September 17, 1998
------------------------
Warren D. Bagatelle


/s/ Hansraj C. Maru         Director                   September 17, 1998
-------------------
Hansraj C. Maru


/s/ William A. Lawson       Director                   September 17, 1998
---------------------
William A. Lawson


/s/ Richard M. H. Thompson  Director                   September 17, 1998
--------------------------
Richard M.H. Thompson


/s/ Michael Bode            Director                   September 17, 1998
----------------
Michael Bode


/s/ James D. Gereson        Director                   September 17, 1998
--------------------
James D. Gerson


/s/ Christopher Bentley     Director                   September 17, 1998
-----------------------
Christopher Bentley


/s/ Thomas L. Kempner       Director                   September 17, 1998
---------------------
Thomas L. Kempner




                                      II-6


<PAGE>




Exhibit Index




Number                          Description                            Reference
------                          -----------                            ---------

4.1       Certificate of Incorporation of the Registrant, as amended - Filed as
          Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 
          (File No. 33-47233) dated April 14, 1992.*

4.2       Restated By-Laws of the Registrant - Filed as Exhibit 3.2 to the
          Registrant's Annual Report on Form 10-KSB for the fiscal year ended
          October 31, 1992, dated January 20, 1993.*

4.3       Specimen Certificate of Common Stock - Filed as Exhibit 7 to the 
          Registrant's  Registration  Statement on Form 8-A dated June 12,
          1992.*

5         Legal Opinion of Brown, Rudnick, Freed & Gesmer.

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Brown, Rudnick, Freed & Gesmer is included in their legal
          opinion filed as Exhibit 5 hereof.

24        Power of Attorney (included on the signature page of this Registration
          Statement).

99.1      Energy research corporation 1988 Stock Option Plan, as amended - filed
          as Exhibit 10.21 to the Registrant's Amendment No. 1 to its 
          Registration Statement of Form S-1 (File No. 33-47233) dated 
          June 1. 1992.*

99.2      Amendment to the Registrant's 1988 Stock Option Plan - Filed as
          Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for
          the period ended April 30, 1996.*



                                      II-7


<PAGE>




99.3      Amendment to the Registrant's 1988 Stock Option Plan - Filed as
          Exhibit 10.53 to the Registrant's Quarterly Report on Form 10-Q for
          the period ended July 31, 1998.*

99.4      Registrant's 1998 Equity Incentive Plan  - Filed as Exhibit 10.54 to
          the Registrant's Quarterly Report on Form 10-Q for the period ended
          July 31, 1998.*


------------------
*   Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
    Securities  Act of 1933,  as  amended,  reference  is made to the  documents
    previously  filed with the Commission,  which are  incorporated by reference
    herein.





                                      II-8


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19067}]
{"company-data": {"conformed-name": "ENERGY RESEARCH CORP /NY/", "cik": "0000886128", "assigned-sic": "3690", "irs-number": "060853042", "state-of-incorporation": "NY", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63833", "film-number": "98712167"}, "business-address": {"street1": "3 GREAT PASTURE RD", "city": "DANBURY", "state": "CT", "zip": "06813", "phone": "203-825-60"}, "mail-address": {"street1": "3 GREAT PASTURE ROAD", "city": "DANBURY", "state": "CT", "zip": "06813"}}
As filed with the Securities and Exchange Commission on September 18, 1998.

                              Registration No. 333-

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                           ENERGY RESEARCH CORPORATION
             (Exact name of registrant as specified in its charter)

        New York                                          06-0853042
-----------------------                       --------------------------------- 
(State of Incorporation)                       (IRS Employer Identification No.)

                3 Great Pasture Road, Danbury, Connecticut 06813
                ------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                           ENERGY RESEARCH CORPORATION
                             1988 STOCK OPTION PLAN
                           1998 EQUITY INCENTIVE PLAN
                           --------------------------
                            (Full title of the Plans)

                           Jerry D. Leitman, President
                           Energy Research Corporation
                              3 Great Pasture Road
                           Danbury, Connecticut 06813
                           --------------------------
                     (Name and address of agent for service)

                                 (203) 825-6000
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of securities to    Amount to be    Proposed maximum            Proposed maximum aggregate    Amount of
be registered             registered      offering price per share    offering price                registration fee
Common Stock,             601,000         $10.125                     $6,085,125                    $1,796.00
 $.0001 par value         shares(1)
(1)     Represents  101,000  additional  shares of Common  Stock  issuable  upon
        exercise of options granted or to be granted under the Registrant's 1988
        Stock  Option  Plan,  as  amended,  and 500,000  shares of Common  Stock
        issuable  pursuant  to  awards  granted  or  to  be  granted  under  the
        Registrants'  1998 Equity Incentive Plan. Such presently  indeterminable
        number  of  additional  shares  of  Common  Stock  are  also  registered
        hereunder  as may be issued  in the  event of a  merger,  consolidation,
        reorganization,  recapitalization,  stock dividend, stock split or other
        similar change in Common Stock.
(2)     Estimated  solely for the purpose of determining  the  registration  fee
        pursuant to Rule 457(h) under the  Securities  Act of 1933, on the basis
        of the average high and low prices for the Registrant's  Common Stock on
        the American Stock Exchange on September 15, 1998.
================================================================================

         Pursuant  to  Rule  429  under  the  Securities   Act  of  1933,   this
         Registration  Statement  also  incorporates  by reference and serves as
         Post- Effective Amendment No. 2 to Registration  Statement No. 33-77008
         on  Form  S-8  and  Post-Effective  Amendment  No.  1  to  Registration
         Statement  No.  33-20708  on Form S-8,  filed  with  respect to 400,000
         shares and 200,000 shares, respectively,  of Common Stock issuable upon
         exercise  of options  granted or to be granted  under the  Registrant's
         1988 Stock Option Plan, as amended.

                                      II-1
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------
 
         The following  documents are hereby incorporated by reference into this
Registration Statement:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended October 31, 1997;

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

         (c) The material  included in  "Description  of Capital  Stock - Common
Shares" contained on page 38 of the Prospectus dated June 25, 1992,  included in
Registrant's  Registration  Statement on Form S-1  (Registration  No.  33-47233)
filed under the Securities Act of 1933,  which was  incorporated by reference in
Item 1 of Registrant's  Registration  Statement on Form 8-A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") dated June 12, 1992.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed hereby  incorporated by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this registration  statement to the extent that a statement  contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.  Description of Securities.
         -------------------------
         Not applicable.

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

         The  legality of the Common Stock  issuable  upon the exercise of stock
options granted or to be granted under the Registrant's  1988 Stock Option Plan,
as  amended,  or  pursuant  to  awards  granted  or  to  be  granted  under  the
Registrant's  1998 Equity Incentive Plan has been passed upon for the Registrant
by Brown, Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts
02111.

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

         As  permitted  by Section 722 of the  Business  Corporation  Law of the
State of New York, the Registrant's  Restated  Certificate of Incorporation,  as
amended,  provides for  indemnification  of officers and directors under certain
circumstances  against  expenses  incurred in successfully  defending  against a
claim and  authorizes  the  Registrant  to indemnify  its officers and directors
under certain  circumstances  against liabilities and expenses incurred in legal
proceedings  involving  such  persons  because of their  being or having been an
officer or director.  The By-Laws of the Registrant provide for  indemnification
of its officers and directors to the full extent authorized by law.

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

         Not applicable.

                                      II-2
Item 8.  Exhibits.
         --------

Number   Description

4.1      Certificate of Incorporation  of the Registrant,  as amended - Filed as
         Exhibit 3.1 to the  Registrant's  Registration  Statement  on Form S-1
         (File No.33-47233) dated April 14, 1992.*

4.2      Restated By-Laws of the Registrant - Filed as Exhibit 3.2 to the 
         Registrant's Annual Report on Form 10-KSB for the fiscal year ended 
         October 31, 1992, dated January 20, 1993.*

4.3      Specimen Certificate of Common Stock - Filed as Exhibit 7 to the 
         Registrant's Registration Statement on Form 8-A dated June 12, 1992.*

5        Legal Opinion of Brown, Rudnick, Freed & Gesmer.

23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of Brown, Rudnick, Freed & Gesmer is included in their legal 
         opinion filed as Exhibit 5 hereof.

24       Power of Attorney (included on the signature page of this Registration
         Statement).

99.1     Energy  Research  Corporation  1988 Stock  Option  Plan,  as amended -
         Filed  as  Exhibit  10.21  to  the  Registrant's Amendment  No. 1 to
         its  Registration  Statement on Form S-1(File No. 33-47233) dated
         June 1, 1992.*

99.2     Amendment to the Registrant's 1988 Stock Option Plan - Filed as Exhibit
         10.42 to the Registrant's Quarterly Report on Form 10-Q for the period
         ended April 30, 1996.*

99.3     Amendment to the Registrant's 1988 Stock Option Plan, as amended- Filed
         as Exhibit 10.53 to the Registrant's Quarterly Report on Form 10-Q for
         the period ended July 31, 1998.*

99.4     Registrant's 1998 Equity Incentive Plan - Filed as Exhibit 10.54 to the
         Registrant's Quarterly Report on Form 10-Q for the period ended 
         July 31, 1998.*

------------------
*   Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
    Securities  Act of 1933,  as  amended,  reference  is made to the  documents
    previously  filed with the Commission,  which are  incorporated by reference
    herein.

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 to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                (2) That,  for the purpose of  determining  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.

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

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

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

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Danbury, State of Connecticut, on September 17, 1998.

                                                   ENERGY RESEARCH CORPORATION

                                                    By: /s/ Jerry D. Leitman
                                                        --------------------
                                                        Jerry D. Leitman
                                                        President

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below  constitutes  and appoints Jerry D. Leitman and Louis P. Barth and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or 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,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                  Title                       Date
---------                  -----                       ----

/s/ Jerry D. Leitman       President, Chief            September 17, 1998
--------------------       Executive Officer and
Jerry D. Leitman           Director (Principal
                           Executive Officer)
                                            

/s/ Louis P. Barth         Senior Vice President,      September 17, 1998
------------------         Chief Financial Officer,
Louis P. Barth             Corporate Secretary
                           (Principal Financial and
                           Accounting Officer)

/s/ Bernard S. Baker       Director                    September 17, 1998
--------------------
Bernard S. Baker

                                      II-5
/s/ Warren D. Bagatelle    Director                   September 17, 1998
------------------------
Warren D. Bagatelle

/s/ Hansraj C. Maru         Director                   September 17, 1998
-------------------
Hansraj C. Maru

/s/ William A. Lawson       Director                   September 17, 1998
---------------------
William A. Lawson

/s/ Richard M. H. Thompson  Director                   September 17, 1998
--------------------------
Richard M.H. Thompson

/s/ Michael Bode            Director                   September 17, 1998
----------------
Michael Bode

/s/ James D. Gereson        Director                   September 17, 1998
--------------------
James D. Gerson

/s/ Christopher Bentley     Director                   September 17, 1998
-----------------------
Christopher Bentley

/s/ Thomas L. Kempner       Director                   September 17, 1998
---------------------
Thomas L. Kempner

                                      II-6
Exhibit Index

Number                          Description                            Reference
------                          -----------                            ---------

4.1       Certificate of Incorporation of the Registrant, as amended - Filed as
          Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 
          (File No. 33-47233) dated April 14, 1992.*

4.2       Restated By-Laws of the Registrant - Filed as Exhibit 3.2 to the
          Registrant's Annual Report on Form 10-KSB for the fiscal year ended
          October 31, 1992, dated January 20, 1993.*

4.3       Specimen Certificate of Common Stock - Filed as Exhibit 7 to the 
          Registrant's  Registration  Statement on Form 8-A dated June 12,
          1992.*

5         Legal Opinion of Brown, Rudnick, Freed & Gesmer.

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Brown, Rudnick, Freed & Gesmer is included in their legal
          opinion filed as Exhibit 5 hereof.

24        Power of Attorney (included on the signature page of this Registration
          Statement).

99.1      Energy research corporation 1988 Stock Option Plan, as amended - filed
          as Exhibit 10.21 to the Registrant's Amendment No. 1 to its 
          Registration Statement of Form S-1 (File No. 33-47233) dated 
          June 1. 1992.*

99.2      Amendment to the Registrant's 1988 Stock Option Plan - Filed as
          Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q for
          the period ended April 30, 1996.*

                                      II-7
99.3      Amendment to the Registrant's 1988 Stock Option Plan - Filed as
          Exhibit 10.53 to the Registrant's Quarterly Report on Form 10-Q for
          the period ended July 31, 1998.*

99.4      Registrant's 1998 Equity Incentive Plan  - Filed as Exhibit 10.54 to
          the Registrant's Quarterly Report on Form 10-Q for the period ended
          July 31, 1998.*

------------------
*   Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
    Securities  Act of 1933,  as  amended,  reference  is made to the  documents
    previously  filed with the Commission,  which are  incorporated by reference
    herein.

                                      II-8