As filed with the Securities and Exchange Commission on June 30, 1999.

                              Registration No. 333-
--------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                           --------------------------

                                  EVERCEL, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                         06-1528142
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)


                  2 Lee Mac Avenue, Danbury, Connecticut 06810
                  --------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                  EVERCEL, INC.
                           1999 DISTRIBUTION AGREEMENT
                           1998 EQUITY INCENTIVE PLAN
                           --------------------------
                            (Full title of the Plans)

                           Robert L. Kanode, President
                                  Evercel, Inc.
                                2 Lee Mac Avenue
                           Danbury, Connecticut 06810
                           --------------------------
                     (Name and address of agent for service)

                                 (203) 825-3900
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


<S>                       <C>                  <C>                         <C>                         <C>
---------------------------------------------------------------------------------------------------------------------
 Title of securities to      Amount to be      Proposed maximum offering        Proposed maximum          Amount of
     be registered            registered            price per share         aggregate offering price    registration
                                                                                                             fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par    300,000 shares (1)           $9.66 (2)                   $2,898,000               $806
value
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents 83,333 shares of Common Stock issuable to a certain director
of the Registrant pursuant to Section 2.10 of the Distribution Agreement between
the Registrant and Energy  Research  Corporation,  dated as of February 16, 1999
and 216,667 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 June 23, 1999,
as reported by the Nasdaq SmallCap Market.



<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  Prospectus dated February 22, 1999 filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended ("Securities Act") that
contains audited financial statements for the fiscal year ended October 31, 1998
included in Registrant's  Registration  Statement on Form SB-2 (Registration No.
333-64931)  filed under the  Securities  Act on September  30, 1998,  as amended
thereafter;

     (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 Prospectus  referred to in (a) above;

     (c) The material included in "Description of Securities"  beginning on page
60 of the  Prospectus  referred  to in  (a)  above  which  was  incorporated  by
reference in Item 1 of Registrant's Registration Statement on Form 8-A under the
Exchange  Act filed with the SEC on April 2, 1999.

     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  pursuant to Section 2.10 of the
Distribution  Agreement between the Registrant and Energy Research  Corporation,
dated as of February 16, 1999,  and 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.
--------------------------------------------------

         Article Ninth of the Registrant's  Amended and Restated  Certificate of
Incorporation  eliminates the personal  liability of directors to the Registrant
or its  stockholders  for monetary  damages for breach of fiduciary  duty to the
full extent  permitted by Delaware  law.  Article  Ninth also  provides that the
Registrant may indemnify its officers and directors to the full extent permitted
by the Delaware  General  Corporation  Law.  Section 145 of the Delaware General
Corporation  Law  authorizes a  corporation  to indemnify  directors,  officers,
employees and agents of the  corporation  if such party acted in good faith in a
manner  he  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
accordance  with the  Delaware  General  Corporation  Law.  Section  145 further
provides  that  indemnification  shall be  provided  if the party in question is
successful  on the merits or  otherwise.  The effect of these

                                      II-1
<PAGE>


     provisions  is  to  permit  such  indemnification  by  the  Registrant  for
liabilities   arising  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"). The Registrant also expects to obtain directors and officers
liability insurance.

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

     Not applicable.

Item 8. Exhibits.
-----------------
<TABLE>
<CAPTION>

Number    Description
------    -----------
<S>       <C>

4.1       Amended and Restated  Certificate of  Incorporation of the Registrant - Filed as Exhibit
          3.1 to the  Registrant's  Registration  Statement  on Form 8-A (File No. 001-14919) filed
          with the Securities and Exchange  Commission  ("SEC")on April 2, 1999.*

4.2       Amended and  Restated  By-Laws of the Registrant - Filed as Exhibit 3.2 to the Registrant's
          Registration Statement on Form 8-A (File No. 001-14919) filed with the SEC on April 2, 1999.*

4.3       Specimen Certificate  of  Common  Stock  -  Filed  as  Exhibit  4.1 to  the  Registrant's
          Registration  Statement on Form SB-2 (File No.  333-64931) filed with the SEC on September 30,
          1998, as amended  thereafter.*

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

23.1      Consent of KPMG 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      Registrant's  1998 Equity  Incentive  Plan - Filed as Exhibit  10.5 to the Registrant's
          Registration Statement on Form SB-2 (File No. 333-64931) filed with the SEC on September 30, 1998,
          as amended  thereafter.*

99.2      Section 2.10 of the Distribution  Agreement between the Registrant and Energy Research
          Corporation, dated as of  February  16,  1999 - Filed  as  Exhibit  10.1 to the  Registrant's
          Quarterly  Report  on Form  10-QSB  for the  quarter  ended  January  31,  1999.*

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

*    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.

</TABLE>

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.

                                      II-2
<PAGE>


     (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.

     (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-3


<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 June 15, 1999.

                                            EVERCEL, INC.


                                            By: /s/ Robert L. Kanode
                                            ------------------------
                                            Robert L. Kanode
                                            President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L. Kanode and Joseph G. Mahler 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/ Robert L. Kanode
--------------------            President and Chief Executive     June 15, 1999
Robert L. Kanode                Officer (Principal Executive
                                Officer) and Director

/s/ Joseph G. Mahler
--------------------            Acting Chief Financial            June 15, 1999
Joseph G. Mahler                Officer, Treasurer and
                                Corporate Secretary (Principal
                                Financial and Accounting
                                Officer)

/s/ Jerry D. Leitman
--------------------            Director                          June 15, 1999
Jerry D. Leitman

/s/ Allen Charkey
-----------------               Director                          June 15, 1999
Allen Charkey

/s/ Bernard S. Baker
--------------------            Director                          June 15, 1999
Bernard S. Baker


                                      II-4
<PAGE>


/s/ Warren D. Bagatelle
-----------------------         Director                          June 15, 1999
Warren D. Bagatelle

/s/ William A. Lawson
---------------------           Director                          June 15, 1999
William A. Lawson

/s/ Richard M. H. Thompson
--------------------------      Director                          June 15, 1999
Richard M.H. Thompson

/s/ James D. Gerson
-------------------             Director                          June 15, 1999
James D. Gerson

/s/ Thomas L. Kempner
---------------------           Director                          June 15, 1999
Thomas L. Kempner


                                      II-5

<PAGE>



                                  Exhibit Index
<TABLE>
<CAPTION>


Number    Description                                                                              Reference
------    -----------                                                                              ---------
<S>      <C>                                                                                       <C>

4.1       Amended and Restated  Certificate of  Incorporation of the Registrant - Filed
          as Exhibit  3.1 to the  Registrant's  Registration  Statement  on Form 8-A
          (File No. 001-14919) filed with the Securities and Exchange  Commission  ("SEC")
          on April 2, 1999.*

4.2       Amended and Restated  By-Laws of the  Registrant - Filed as Exhibit 3.2 to the
          Registrant's  Registration  Statement  on Form 8-A (File No.  001-14919) filed
          with the SEC on April 2, 1999.*

4.3       Specimen  Certificate  of Common  Stock - Filed as Exhibit  4.1 to the Registrant's
          Registration Statement on Form SB-2 (File No. 333-64931) filed with the SEC on
          September 30, 1998, as amended thereafter.*

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

23.1      Consent of KPMG 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      Registrant's 1998 Equity Incentive Plan - Filed as Exhibit 10.5 to the Registrant's
          Registration Statement on Form SB-2 (File No. 333-64931) filed with the SEC on
          September 30, 1998, as amended thereafter.*

99.2      Section 2.10 of the Distribution  Agreement between the Registrant and Energy  Research
          Corporation,  dated as of February 16, 1999 - Filed as Exhibit 10.1 to the  Registrant's
          Quarterly Report on Form 10-QSB for the quarter ended January 31, 1999.*

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

*   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.

</TABLE>


                                      II-6
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19279}]
{"company-data": {"conformed-name": "EVERCEL INC", "cik": "0001071119", "assigned-sic": "3690", "irs-number": "061528142"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81941", "film-number": "99656687"}, "business-address": {"street1": "CO/ ENERGY RESEARCH CORP", "street2": "P O BOX 3 GREAT PASTURE RD", "city": "DANBURY", "state": "CT", "zip": "06813", "phone": "2038256000"}, "mail-address": {"street1": "C/O ENERGY RESEARCH CORP", "street2": "P O BOX 3 GREAT PASTURE RD", "city": "DANBURY", "state": "CT", "zip": "06813"}}
As filed with the Securities and Exchange Commission on June 30, 1999.

                              Registration No. 333-
--------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                           --------------------------

                                  EVERCEL, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                         06-1528142
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)

                  2 Lee Mac Avenue, Danbury, Connecticut 06810
                  --------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                  EVERCEL, INC.
                           1999 DISTRIBUTION AGREEMENT
                           1998 EQUITY INCENTIVE PLAN
                           --------------------------
                            (Full title of the Plans)

                           Robert L. Kanode, President
                                  Evercel, Inc.
                                2 Lee Mac Avenue
                           Danbury, Connecticut 06810
                           --------------------------
                     (Name and address of agent for service)

                                 (203) 825-3900
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
 Title of securities to      Amount to be      Proposed maximum offering        Proposed maximum          Amount of
     be registered            registered            price per share         aggregate offering price    registration
                                                                                                             fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par    300,000 shares (1)           $9.66 (2)                   $2,898,000               $806
value
---------------------------------------------------------------------------------------------------------------------
(1) Represents 83,333 shares of Common Stock issuable to a certain director
of the Registrant pursuant to Section 2.10 of the Distribution Agreement between
the Registrant and Energy  Research  Corporation,  dated as of February 16, 1999
and 216,667 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 June 23, 1999,
as reported by the Nasdaq SmallCap Market.
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  Prospectus dated February 22, 1999 filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended ("Securities Act") that
contains audited financial statements for the fiscal year ended October 31, 1998
included in Registrant's  Registration  Statement on Form SB-2 (Registration No.
333-64931)  filed under the  Securities  Act on September  30, 1998,  as amended
thereafter;

     (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 Prospectus  referred to in (a) above;

     (c) The material included in "Description of Securities"  beginning on page
60 of the  Prospectus  referred  to in  (a)  above  which  was  incorporated  by
reference in Item 1 of Registrant's Registration Statement on Form 8-A under the
Exchange  Act filed with the SEC on April 2, 1999.

     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  pursuant to Section 2.10 of the
Distribution  Agreement between the Registrant and Energy Research  Corporation,
dated as of February 16, 1999,  and 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.
--------------------------------------------------

         Article Ninth of the Registrant's  Amended and Restated  Certificate of
Incorporation  eliminates the personal  liability of directors to the Registrant
or its  stockholders  for monetary  damages for breach of fiduciary  duty to the
full extent  permitted by Delaware  law.  Article  Ninth also  provides that the
Registrant may indemnify its officers and directors to the full extent permitted
by the Delaware  General  Corporation  Law.  Section 145 of the Delaware General
Corporation  Law  authorizes a  corporation  to indemnify  directors,  officers,
employees and agents of the  corporation  if such party acted in good faith in a
manner  he  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
accordance  with the  Delaware  General  Corporation  Law.  Section  145 further
provides  that  indemnification  shall be  provided  if the party in question is
successful  on the merits or  otherwise.  The effect of these

                                      II-1
provisions  is  to  permit  such  indemnification  by  the  Registrant  for
liabilities   arising  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"). The Registrant also expects to obtain directors and officers
liability insurance.

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

     Not applicable.

Item 8. Exhibits.
-----------------
Number    Description
------    -----------
4.1       Amended and Restated  Certificate of  Incorporation of the Registrant - Filed as Exhibit
          3.1 to the  Registrant's  Registration  Statement  on Form 8-A (File No. 001-14919) filed
          with the Securities and Exchange  Commission  ("SEC")on April 2, 1999.*

4.2       Amended and  Restated  By-Laws of the Registrant - Filed as Exhibit 3.2 to the Registrant's
          Registration Statement on Form 8-A (File No. 001-14919) filed with the SEC on April 2, 1999.*

4.3       Specimen Certificate  of  Common  Stock  -  Filed  as  Exhibit  4.1 to  the  Registrant's
          Registration  Statement on Form SB-2 (File No.  333-64931) filed with the SEC on September 30,
          1998, as amended  thereafter.*

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

23.1      Consent of KPMG 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      Registrant's  1998 Equity  Incentive  Plan - Filed as Exhibit  10.5 to the Registrant's
          Registration Statement on Form SB-2 (File No. 333-64931) filed with the SEC on September 30, 1998,
          as amended  thereafter.*

99.2      Section 2.10 of the Distribution  Agreement between the Registrant and Energy Research
          Corporation, dated as of  February  16,  1999 - Filed  as  Exhibit  10.1 to the  Registrant's
          Quarterly  Report  on Form  10-QSB  for the  quarter  ended  January  31,  1999.*

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

*    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.

                                      II-2
(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.

     (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-3
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 June 15, 1999.

                                            EVERCEL, INC.

                                            By: /s/ Robert L. Kanode
                                            ------------------------
                                            Robert L. Kanode
                                            President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L. Kanode and Joseph G. Mahler 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/ Robert L. Kanode
--------------------            President and Chief Executive     June 15, 1999
Robert L. Kanode                Officer (Principal Executive
                                Officer) and Director

/s/ Joseph G. Mahler
--------------------            Acting Chief Financial            June 15, 1999
Joseph G. Mahler                Officer, Treasurer and
                                Corporate Secretary (Principal
                                Financial and Accounting
                                Officer)

/s/ Jerry D. Leitman
--------------------            Director                          June 15, 1999
Jerry D. Leitman

/s/ Allen Charkey
-----------------               Director                          June 15, 1999
Allen Charkey

/s/ Bernard S. Baker
--------------------            Director                          June 15, 1999
Bernard S. Baker

                                      II-4
/s/ Warren D. Bagatelle
-----------------------         Director                          June 15, 1999
Warren D. Bagatelle

/s/ William A. Lawson
---------------------           Director                          June 15, 1999
William A. Lawson

/s/ Richard M. H. Thompson
--------------------------      Director                          June 15, 1999
Richard M.H. Thompson

/s/ James D. Gerson
-------------------             Director                          June 15, 1999
James D. Gerson

/s/ Thomas L. Kempner
---------------------           Director                          June 15, 1999
Thomas L. Kempner

                                      II-5
Exhibit Index
Number    Description                                                                              Reference
------    -----------                                                                              ---------
4.1       Amended and Restated  Certificate of  Incorporation of the Registrant - Filed
          as Exhibit  3.1 to the  Registrant's  Registration  Statement  on Form 8-A
          (File No. 001-14919) filed with the Securities and Exchange  Commission  ("SEC")
          on April 2, 1999.*

4.2       Amended and Restated  By-Laws of the  Registrant - Filed as Exhibit 3.2 to the
          Registrant's  Registration  Statement  on Form 8-A (File No.  001-14919) filed
          with the SEC on April 2, 1999.*

4.3       Specimen  Certificate  of Common  Stock - Filed as Exhibit  4.1 to the Registrant's
          Registration Statement on Form SB-2 (File No. 333-64931) filed with the SEC on
          September 30, 1998, as amended thereafter.*

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

23.1      Consent of KPMG 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      Registrant's 1998 Equity Incentive Plan - Filed as Exhibit 10.5 to the Registrant's
          Registration Statement on Form SB-2 (File No. 333-64931) filed with the SEC on
          September 30, 1998, as amended thereafter.*

99.2      Section 2.10 of the Distribution  Agreement between the Registrant and Energy  Research
          Corporation,  dated as of February 16, 1999 - Filed as Exhibit 10.1 to the  Registrant's
          Quarterly Report on Form 10-QSB for the quarter ended January 31, 1999.*

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

*   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-6