As filed with the Securities and Exchange Commission on April 5, 1999 Commission
File Number 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               BIO-RESPONSE, INC.
               (Exact name of Registrant as specified in charter)

              DELAWARE                                 59-3453151
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.)

            1612 N. Osceola Ave.
         Clearwater, Florida                              33755
(Address of principal executive offices)               (Zip Code)

                          1997 COMPENSATORY STOCK GRANT
                         1999 COMPENSATORY STOCK GRANTS
                            (Full title of the Plan)

                           SALLY A. FONNER, PRESIDENT
                               BIO-RESPONSE, INC.
                                 1612 N. OSCEOLA
                            CLEARWATER, FLORIDA 33755
                         (address of agent for service)

                                (727) 443-3434
        (Telephone number, including area code, of agent for service)

==============================================================================
CALCULATION OF REGISTRATION FEE
==============================================================================
                                            PROPOSED    PROPOSED
    TITLE OF                     AMOUNT      MAXIMUM     MAXIMUM    AMOUNT OF
  SECURITIES TO                   TO BE  OFFERING PRICE AGGREGATE REGISTRATION
  BE REGISTERED                REGISTERED PER SHARE (1)OFFERING (1)    FEE
==============================================================================
1997 Compensatory Stock Grant    200,000      $1.00     $200,000      $55.60
1999 Compensatory Stock Grants   300,000      $1.00     $300,000      $83.40
==============================================================================
Totals                           500,000                $500,000     $139.00
==============================================================================

(1)  Estimated  pursuant to Rule 457(c)  solely for the purpose of computing the
registration fee.


<PAGE>


                                     PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information concerning the 1997 Compensatory
Stock Grant and 1999 Compensatory Stock Grants of Bio Response Inc., required by
Item 1 of Form S-8 and the statement of availability of Registrant  Information,
Plan Information,  and other information  required by Item 2 of Form S-8 will be
sent or given to  participants as specified by Rule 428 under the Securities Act
of 1933, as amended  ("Securities  Act").  In  accordance  with Rule 428 and the
requirements  of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant  shall maintain a file of such
documents in accordance  with the  provisions  of Rule 428.  Upon  request,  the
registrant  shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.

                                     PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  contents of the  following  documents  filed by  Bio-Response  Inc., a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission  (the   "Commission")   are   incorporated  by  reference  into  this
Registration  Statement on Form S-8 ("Registration  Statement") by reference and
shall be deemed to be a part thereof:

     (a) The Company's  Annual Report on Form 10-KSB for the year ended December
         31, 1997;

     (b) The following  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 ended December 31, 1997:

(i)            The  Company's  Quarterly  Report on Form  10-QSB for the 3-month
               period ended March 31, 1998
(ii)           The  Company's  Quarterly  Report on Form  10-QSB for the 3-month
               period ended June 30, 1998
(iii)          The  Company's  Quarterly  Report on Form  10-QSB for the 3-month
               period ended September 30, 1998
(iv) The Company's Current Report on Form 8-K dated April 2, 1999.

     (c) Not applicable.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c),  14 and  15(d)  of the  Exchange  Act  subsequent  to the  date  of  this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement which  indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents. The Company will provide, without charge, each
participant  in the 1997  Compensatory  Stock Grant and each  participant in the
1999  Compensatory  Stock Grants,  upon written or oral request  directed to the
Company's Secretary at the Company's executive offices, a copy (without exhibits
thereto  other  than  exhibits  which are  specifically  incorporated  herein by
reference) of any or all documents incorporated by reference to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES.

Authorized Stock

     The authorized  capital stock of the Company consists of 25,000,000  shares
of  $0.004  par value  Common  Stock and  5,000,000  shares of $0.004  par value
Preferred  Stock.  The  Preferred  Stock may be issued in one or more  series as
determined  by the Board of  Directors,  and the board is  authorized to fix the
rights,  preferences,  privileges and restrictions of any such series. The Board
of Directors  may,  without  stockholder  approval,  provide for the issuance of
Preferred  Stock that could have voting,  conversion or other rights superior to
the rights of holders of Common  Stock and such an action  could have the effect
of delaying or  preventing  a change in control of the  Company.  At the date of
this Registration  Statement (after giving pro forma effect to the reverse split
described  in the  Company's  Current  Report on Form 8-K dated  April 2,  1999)
approximately  300,000  shares of Common  Stock are issued and  outstanding  and
500,000 shares of Common Stock are reserved for issuance in connection  with the
1997 Compensatory  Stock Grant and the 1999 Compensatory Stock Grants. No shares
of Preferred Stock are outstanding.  All issued and outstanding  Common Stock of
the Company is fully paid and nonassessable.

Common Stock

     Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. Except as may be
required  by  applicable  law,  holders of shares of Common  Stock will not vote
separately as a class,  but will vote  together with the holders of  outstanding
shares of other classes of capital  stock.  There is no right to cumulate  votes
for the election of directors.  A majority of the issued and outstanding  shares
of Common Stock constitutes a quorum at any meeting of stockholders and the vote
by the  holders of a majority  of the  outstanding  shares is required to effect
certain fundamental corporation changes such as liquidation, merger or amendment
of the Certificate.

     Holders of shares of Common  Stock are entitled to receive  dividends,  if,
as, and when declared by the Board of Directors  out of funds legally  available
therefor,  after  payment of  dividends  required to be paid on any  outstanding
shares of Preferred Stock. Upon liquidation of the Company, holders of shares of
Common  Stock  are  entitled  to share  ratably  in all  assets  of the  Company
remaining after payment of liabilities,  subject to the liquidation  preferences
rights of any outstanding shares of Preferred Stock. Holders of shares of Common
Stock have no  conversion,  redemption or preemptive  rights.  The rights of the
holders of Common  Stock will be subject to, and may be  adversely  affected by,
the rights of the holders of Preferred Stock.  The outstanding  shares of Common
Stock are fully paid and nonassessable.

Preferred Stock

     Under the  Company's  Certificate,  the Board of  Directors  has the power,
without  further  action by the holders of the Common  Stock,  to designate  the
relative rights and preferences of the Company's  Preferred  Stock,  when and if
issued. Such rights and preferences could include preferences as to liquidation,
redemption and conversion rights, voting rights, dividends or other preferences,
any of which may be dilutive of the interest of the holders of the Common Stock.
The  issuance  of the  Preferred  Stock  may  have the  effect  of  delaying  or
preventing a change in control of the Company and may have an adverse  effect on
the rights of the holders of Common Stock.

     The Board of Directors may,  without further action by the  stockholders of
the Company,  issue shares of Preferred  Stock in one or more series and fix the
rights and preferences thereof,  including the dividend rights,  dividend rates,
conversion rights,  voting rights,  terms of redemption  (including sinking fund
provisions),  liquidation  preferences and the number of shares constituting any
series.  The rights of holders  of Common  Stock will be subject  to, and may be
adversely  affected  by, the rights of holders  of  Preferred  Stock.  While the
issuance of Preferred  Stock provides  desired  flexibility  in connection  with
additional financing, possible acquisitions and other corporate purposes, future
issuances may have the effect of delaying, deferring or preventing the change of
control  of the  Company  without  further  action by the  Shareholders  and may
discourage bids for the Common Stock at a premium over the market price.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     John L.  Petersen,  legal counsel for the Company in  connection  with this
registration  statement and other matters is entitled to receive  150,000 shares
of Common Stock as compensation  for legal services  rendered.  Such shares have
been included in and registered by this Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Amended and Restated Certificate of Incorporation and By-laws
are intended to take full  advantage of the enabling  provisions  of the General
Corporation  Law of the State of Delaware  ("GCLD") with respect to limiting the
personal liability of its officers, directors, employees and agents. The Amended
and Restated  Certificate of Incorporation  and By-laws provide that the Company
may indemnify current and former directors,  officers, employees and agents, and
persons serving in similar  capacities in the  subsidiaries or other entities in
which the Company has an interest to the fullest  extent  permitted by the GCLD.
Thus, the Company may be prevented from  recovering  damages for certain alleged
errors or  omissions by the  officers  and  directors of the Company.  Under the
Company's   By-laws,   indemnification   payments   may  only  be  made  upon  a
determination  that the  indemnified  person acted in good faith and in a manner
such person reasonably  believed to be in, or not opposed to, the best interests
of the Company and,  with respect to a criminal  proceeding,  had no  reasonable
cause to believe such conduct was unlawful. Such determination shall be made (i)
by a majority of the  disinterested  members of the Board of Directors,  (ii) by
independent legal counsel in a written opinion, or (iii) by the stockholders. It
is the  position  of the SEC  that  exculpation  from  and  indemnification  for
liabilities  arising under the Act and the rules and  regulations  thereunder is
against public policy and therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

    4.1  Specimen  Certificate  for shares of Company's  $0.004 par value Common
         Stock.  Exhibit 4.1 to the Company's  Current  Report on Form 8-K dated
         April 2, 1999, is incorporated herein by reference.

    5.1  Opinion of John L. Petersen,  Attorney at Law,  respecting  legality of
         securities being offered.

   23.1  Consent of Want & Ender, CPAs

   23.2  Consent of John L. Petersen, Attorney at Law, (also included in Exhibit
         5.1).

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:

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

     (ii)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; and

     (iii) Include any additional or changed material information on the plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if  the  registration  statement  is on  Form  S-3 or  Form  S-8,  and  the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  registrant
     pursuant to section 13 or section 15(g) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the registration statement

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

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

     (b) The undersigned  registrant  hereby undertakes that, for the purpose 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 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
will be deemed to be the initial bona fide offering thereof.

     (1) The undersigned  registrant hereby undertakes to deliver or cause to be
     delivered   with  the  documents   constituting   the  prospectus  to  each
     participant  to  whom  such  prospectus  is sent  or  given,  a copy of the
     registrant's annual report to stockholders for its last fiscal year, unless
     such participant otherwise has received a copy of such report in which case
     the  registrant  shall  state  in such  prospectus  that  it will  promptly
     furnish,  without  charge,  a copy of such report on written request of the
     participant.

     (2) The undersigned registrant hereby undertakes to transmit or cause to be
     transmitted to all participants who do not otherwise  receive such material
     as  stockholders  of the  registrant,  at the time and in the  manner  such
     material  is  sent  to  its  stockholders,  copies  of all  reports,  proxy
     statements  and  other  communications   distributed  to  its  stockholders
     generally

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing  provisions,  or otherwise,  the small
business  issuer 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 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing  on Form S-8 and  authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Clearwater, State of Florida on this 5th day of April 1999.



     BIO-RESPONSE, INC.


BY:             /s/              
     Sally A. Fonner, Chief Executive
     Officer and Sole Director
[{"type": "S-8", "sequence": "1", "description": "BIO RESPONSE S8", "secsgml_size_bytes": 18411}]
{"company-data": {"conformed-name": "BIO RESPONSE INC", "cik": "0000311927", "assigned-sic": "6770", "irs-number": "132701846", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75661", "film-number": "99587179"}, "business-address": {"street1": "1978 W WINTON AVE", "city": "HAYWARD", "state": "CA", "zip": "94545", "phone": "4157869744"}}
As filed with the Securities and Exchange Commission on April 5, 1999 Commission
File Number 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               BIO-RESPONSE, INC.
               (Exact name of Registrant as specified in charter)

              DELAWARE                                 59-3453151
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.)

            1612 N. Osceola Ave.
         Clearwater, Florida                              33755
(Address of principal executive offices)               (Zip Code)

                          1997 COMPENSATORY STOCK GRANT
                         1999 COMPENSATORY STOCK GRANTS
                            (Full title of the Plan)

                           SALLY A. FONNER, PRESIDENT
                               BIO-RESPONSE, INC.
                                 1612 N. OSCEOLA
                            CLEARWATER, FLORIDA 33755
                         (address of agent for service)

                                (727) 443-3434
        (Telephone number, including area code, of agent for service)

==============================================================================
CALCULATION OF REGISTRATION FEE
==============================================================================
                                            PROPOSED    PROPOSED
    TITLE OF                     AMOUNT      MAXIMUM     MAXIMUM    AMOUNT OF
  SECURITIES TO                   TO BE  OFFERING PRICE AGGREGATE REGISTRATION
  BE REGISTERED                REGISTERED PER SHARE (1)OFFERING (1)    FEE
==============================================================================
1997 Compensatory Stock Grant    200,000      $1.00     $200,000      $55.60
1999 Compensatory Stock Grants   300,000      $1.00     $300,000      $83.40
==============================================================================
Totals                           500,000                $500,000     $139.00
==============================================================================

(1)  Estimated  pursuant to Rule 457(c)  solely for the purpose of computing the
registration fee.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information concerning the 1997 Compensatory
Stock Grant and 1999 Compensatory Stock Grants of Bio Response Inc., required by
Item 1 of Form S-8 and the statement of availability of Registrant  Information,
Plan Information,  and other information  required by Item 2 of Form S-8 will be
sent or given to  participants as specified by Rule 428 under the Securities Act
of 1933, as amended  ("Securities  Act").  In  accordance  with Rule 428 and the
requirements  of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant  shall maintain a file of such
documents in accordance  with the  provisions  of Rule 428.  Upon  request,  the
registrant  shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.

                                     PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  contents of the  following  documents  filed by  Bio-Response  Inc., a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission  (the   "Commission")   are   incorporated  by  reference  into  this
Registration  Statement on Form S-8 ("Registration  Statement") by reference and
shall be deemed to be a part thereof:

     (a) The Company's  Annual Report on Form 10-KSB for the year ended December
         31, 1997;

     (b) The following  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 ended December 31, 1997:

(i)            The  Company's  Quarterly  Report on Form  10-QSB for the 3-month
               period ended March 31, 1998
(ii)           The  Company's  Quarterly  Report on Form  10-QSB for the 3-month
               period ended June 30, 1998
(iii)          The  Company's  Quarterly  Report on Form  10-QSB for the 3-month
               period ended September 30, 1998
(iv) The Company's Current Report on Form 8-K dated April 2, 1999.

     (c) Not applicable.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c),  14 and  15(d)  of the  Exchange  Act  subsequent  to the  date  of  this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement which  indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents. The Company will provide, without charge, each
participant  in the 1997  Compensatory  Stock Grant and each  participant in the
1999  Compensatory  Stock Grants,  upon written or oral request  directed to the
Company's Secretary at the Company's executive offices, a copy (without exhibits
thereto  other  than  exhibits  which are  specifically  incorporated  herein by
reference) of any or all documents incorporated by reference to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES.

Authorized Stock

     The authorized  capital stock of the Company consists of 25,000,000  shares
of  $0.004  par value  Common  Stock and  5,000,000  shares of $0.004  par value
Preferred  Stock.  The  Preferred  Stock may be issued in one or more  series as
determined  by the Board of  Directors,  and the board is  authorized to fix the
rights,  preferences,  privileges and restrictions of any such series. The Board
of Directors  may,  without  stockholder  approval,  provide for the issuance of
Preferred  Stock that could have voting,  conversion or other rights superior to
the rights of holders of Common  Stock and such an action  could have the effect
of delaying or  preventing  a change in control of the  Company.  At the date of
this Registration  Statement (after giving pro forma effect to the reverse split
described  in the  Company's  Current  Report on Form 8-K dated  April 2,  1999)
approximately  300,000  shares of Common  Stock are issued and  outstanding  and
500,000 shares of Common Stock are reserved for issuance in connection  with the
1997 Compensatory  Stock Grant and the 1999 Compensatory Stock Grants. No shares
of Preferred Stock are outstanding.  All issued and outstanding  Common Stock of
the Company is fully paid and nonassessable.

Common Stock

     Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. Except as may be
required  by  applicable  law,  holders of shares of Common  Stock will not vote
separately as a class,  but will vote  together with the holders of  outstanding
shares of other classes of capital  stock.  There is no right to cumulate  votes
for the election of directors.  A majority of the issued and outstanding  shares
of Common Stock constitutes a quorum at any meeting of stockholders and the vote
by the  holders of a majority  of the  outstanding  shares is required to effect
certain fundamental corporation changes such as liquidation, merger or amendment
of the Certificate.

     Holders of shares of Common  Stock are entitled to receive  dividends,  if,
as, and when declared by the Board of Directors  out of funds legally  available
therefor,  after  payment of  dividends  required to be paid on any  outstanding
shares of Preferred Stock. Upon liquidation of the Company, holders of shares of
Common  Stock  are  entitled  to share  ratably  in all  assets  of the  Company
remaining after payment of liabilities,  subject to the liquidation  preferences
rights of any outstanding shares of Preferred Stock. Holders of shares of Common
Stock have no  conversion,  redemption or preemptive  rights.  The rights of the
holders of Common  Stock will be subject to, and may be  adversely  affected by,
the rights of the holders of Preferred Stock.  The outstanding  shares of Common
Stock are fully paid and nonassessable.

Preferred Stock

     Under the  Company's  Certificate,  the Board of  Directors  has the power,
without  further  action by the holders of the Common  Stock,  to designate  the
relative rights and preferences of the Company's  Preferred  Stock,  when and if
issued. Such rights and preferences could include preferences as to liquidation,
redemption and conversion rights, voting rights, dividends or other preferences,
any of which may be dilutive of the interest of the holders of the Common Stock.
The  issuance  of the  Preferred  Stock  may  have the  effect  of  delaying  or
preventing a change in control of the Company and may have an adverse  effect on
the rights of the holders of Common Stock.

     The Board of Directors may,  without further action by the  stockholders of
the Company,  issue shares of Preferred  Stock in one or more series and fix the
rights and preferences thereof,  including the dividend rights,  dividend rates,
conversion rights,  voting rights,  terms of redemption  (including sinking fund
provisions),  liquidation  preferences and the number of shares constituting any
series.  The rights of holders  of Common  Stock will be subject  to, and may be
adversely  affected  by, the rights of holders  of  Preferred  Stock.  While the
issuance of Preferred  Stock provides  desired  flexibility  in connection  with
additional financing, possible acquisitions and other corporate purposes, future
issuances may have the effect of delaying, deferring or preventing the change of
control  of the  Company  without  further  action by the  Shareholders  and may
discourage bids for the Common Stock at a premium over the market price.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     John L.  Petersen,  legal counsel for the Company in  connection  with this
registration  statement and other matters is entitled to receive  150,000 shares
of Common Stock as compensation  for legal services  rendered.  Such shares have
been included in and registered by this Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Amended and Restated Certificate of Incorporation and By-laws
are intended to take full  advantage of the enabling  provisions  of the General
Corporation  Law of the State of Delaware  ("GCLD") with respect to limiting the
personal liability of its officers, directors, employees and agents. The Amended
and Restated  Certificate of Incorporation  and By-laws provide that the Company
may indemnify current and former directors,  officers, employees and agents, and
persons serving in similar  capacities in the  subsidiaries or other entities in
which the Company has an interest to the fullest  extent  permitted by the GCLD.
Thus, the Company may be prevented from  recovering  damages for certain alleged
errors or  omissions by the  officers  and  directors of the Company.  Under the
Company's   By-laws,   indemnification   payments   may  only  be  made  upon  a
determination  that the  indemnified  person acted in good faith and in a manner
such person reasonably  believed to be in, or not opposed to, the best interests
of the Company and,  with respect to a criminal  proceeding,  had no  reasonable
cause to believe such conduct was unlawful. Such determination shall be made (i)
by a majority of the  disinterested  members of the Board of Directors,  (ii) by
independent legal counsel in a written opinion, or (iii) by the stockholders. It
is the  position  of the SEC  that  exculpation  from  and  indemnification  for
liabilities  arising under the Act and the rules and  regulations  thereunder is
against public policy and therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

    4.1  Specimen  Certificate  for shares of Company's  $0.004 par value Common
         Stock.  Exhibit 4.1 to the Company's  Current  Report on Form 8-K dated
         April 2, 1999, is incorporated herein by reference.

    5.1  Opinion of John L. Petersen,  Attorney at Law,  respecting  legality of
         securities being offered.

   23.1  Consent of Want & Ender, CPAs

   23.2  Consent of John L. Petersen, Attorney at Law, (also included in Exhibit
         5.1).

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:

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

     (ii)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; and

     (iii) Include any additional or changed material information on the plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if  the  registration  statement  is on  Form  S-3 or  Form  S-8,  and  the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  registrant
     pursuant to section 13 or section 15(g) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the registration statement

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

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

     (b) The undersigned  registrant  hereby undertakes that, for the purpose 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 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
will be deemed to be the initial bona fide offering thereof.

     (1) The undersigned  registrant hereby undertakes to deliver or cause to be
     delivered   with  the  documents   constituting   the  prospectus  to  each
     participant  to  whom  such  prospectus  is sent  or  given,  a copy of the
     registrant's annual report to stockholders for its last fiscal year, unless
     such participant otherwise has received a copy of such report in which case
     the  registrant  shall  state  in such  prospectus  that  it will  promptly
     furnish,  without  charge,  a copy of such report on written request of the
     participant.

     (2) The undersigned registrant hereby undertakes to transmit or cause to be
     transmitted to all participants who do not otherwise  receive such material
     as  stockholders  of the  registrant,  at the time and in the  manner  such
     material  is  sent  to  its  stockholders,  copies  of all  reports,  proxy
     statements  and  other  communications   distributed  to  its  stockholders
     generally

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing  provisions,  or otherwise,  the small
business  issuer 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 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing  on Form S-8 and  authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Clearwater, State of Florida on this 5th day of April 1999.

     BIO-RESPONSE, INC.

BY:             /s/              
     Sally A. Fonner, Chief Executive
     Officer and Sole Director