As filed with the Securities and Exchange Commission on June 9, 1999

File No.                                    Commission file number:  333-
------------------------------              --------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                      Modern Medical Modalities Corporation
         (Exact name of registrant as specified in its charter)


          New Jersey                               22-3318886
  (State or Other Jurisdiction          (Employer Identification Number)
of Incorporation or Organization)


             1719 Route 10, Suite 119, Parsippany, New Jersey 07954
                    (Address of Principal Executive Offices)

         1999 Stock Option Plan of Modern Medical Modalities Corporation
                            (Full Title of the Plan)

      Jan Goldberg, 1719 Route 10, Suite 119, Parsippany, New Jersey 07954
            (Name, Address, Including Zip Code, of Agent for Service)

    Telephone number, including area code, of agent for service: 973-538-9955


                         CALCULATION OF REGISTRATION FEE
--------------  -------------  ----------------  ----------------  -------------
    Title of      Amount of    Proposed Maximum  Proposed Maximum    Amount of
 Securities to    Shares to     Offering Price       Aggregate      Registration
 be Registered  be Registered    Per Share(1)     Offering Price        Fee
==============  =============  ================  ================  =============
 Common Stock,    1,500,000          $3.25          4,875,000         $1,355.25
   par value
    $0.0001
==============  =============  ================  ================  =============

(1) Bona Fide  estimate of maximum  offering  price solely for  calculating  the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the average bid and asked price of the  registrant's  common  stock as of May 4,
1999,  a date  within  five  business  days  prior to the date of filing of this
registration statement.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan described herein.


                                      Total Number of Pages Contained Herein: 11
                                      Index to Exhibits may be Found on Page 5


                                  Page 1 of 11
<PAGE>


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

 Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings     Prospectus Heading
------------------------------------------------     ------------------

Item 1.  Plan Information                            Section 10(a) Prospectus

Item 2.  Registrant Information and                  Section 10(a) Prospectus
         Employee Plan Annual Information


           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Modern Medical Modalities  Corporation,  a
New  Jersey  corporation  (the  "Company"),  with the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated herein by reference:

     1. The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
December 31, 1998.

     2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934,  as amended  (the  "Exchange  Act"),
since the end of the fiscal year ended December 31, 1998.

     3. The description and specimen  certificate of the Company's common stock,
par value $0.0001  ("Common  Stock"),  contained in the  Company's  registration
statement  under the Exchange  Act,  including any amendment or report filed for
the purpose of updating such description.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such  securities  then  remaining  unsold,  all reports and other  documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14, or
15(d) of the 1934 Act shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

     The Common Stock being registered  pursuant to this registration  statement
is part of a class of  securities  registered  under  Section 12 of the Exchange
Act. A description of such securities is contained in the Company's registration
statement under the Exchange Act, and is incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel.

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

                                  Page 2 of 11

<PAGE>

Item 6.  Indemnification of Directors and Officers.

     The  Company  shall,  to the  fullest  extent  permitted  by the New Jersey
Business Corporation Act, as the same may be amended and supplemented, indemnify
under said section from and against any and all expenses,  liabilities  or other
matters referred in or covered by said section, and the indemnification provided
for herein  shall not be deemed  exclusive  of any other  rights to which  those
indemnified may be entitled under any Bylaw, agreement,  vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another  capacity while holding such office,  shall continue
as to a person who has ceased to be a director,  officer,  employee or agent and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.  The Company will have the power to purchase and maintain  officers' and
directors'  liability  insurance in order to insure against the  liabilities for
which such officers and directors are indemnified pursuant to Article 6.

     Insofar as indemnification for liabilities arising under the securities act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
company pursuant to the foregoing provision, or otherwise,  the company has been
informed  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 company or expenses  incurred or
paid by a  director,  officer  or  controlling  person  in  connection  with the
securities  being  registered,  the company  will,  unless in the opinion of its
counsel the matter had been settled by controlling precedent,  submit to a court
of appropriate jurisdiction the question whether such indemnification is against
public  policy  as  expressed  in the  act  and  will be  covered  by the  final
adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

     No restricted  securities are being  re-offered or resold  pursuant to this
registration statement.

Item 8.  Exhibits.

     The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which is found on page 5.

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) To treat,  for the  purpose  of  determining  any  liability  under the
     Securities  Act  of  1933,  each  such  post-effective  amendment  as 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.

                                  Page 3 of 11
<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 Morristown, State of New Jersey, on May 5, 1999.

                           Modern Medical Modalities Corporation


                           By ________________________________________
                                 Roger Findlay, Chairman of the Board


     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/ Roger Findlay                Chairman of the Board              May 5, 1999
------------------------------
Roger Findlay

 /s/ Jan Goldberg                 Vice President,                    May 5, 1999
-------------------------------   Treasurer and Director
Jan Goldberg

 /s/ Gregory Maccia               Vice President,                    May 5, 1999
-------------------------------   Secretary and Director
Gregory Maccia

 /s/ Fred Mancinelli              Director                           May 5, 1999
-------------------------------
Fred Mancinelli

 /s/ Carl J. Gedeon               Director                           May 5, 1999
-------------------------------
Carl J. Gedeon

                                  Page 4 of 11
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10976}]
{"company-data": {"conformed-name": "MODERN MEDICAL MODALITIES CORP", "cik": "0000902635", "assigned-sic": "7350", "irs-number": "223318886", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80293", "film-number": "99643089"}, "business-address": {"street1": "95 MADISON AVE", "street2": "STE 301", "city": "MORRISTOWN", "state": "NJ", "zip": "07960", "phone": "2015389955"}, "mail-address": {"street1": "95 MADISON AVENUE", "city": "MORRISTOWN", "state": "NJ", "zip": "07960"}}
As filed with the Securities and Exchange Commission on June 9, 1999

File No.                                    Commission file number:  333-
------------------------------              --------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                      Modern Medical Modalities Corporation
         (Exact name of registrant as specified in its charter)

          New Jersey                               22-3318886
  (State or Other Jurisdiction          (Employer Identification Number)
of Incorporation or Organization)

             1719 Route 10, Suite 119, Parsippany, New Jersey 07954
                    (Address of Principal Executive Offices)

         1999 Stock Option Plan of Modern Medical Modalities Corporation
                            (Full Title of the Plan)

      Jan Goldberg, 1719 Route 10, Suite 119, Parsippany, New Jersey 07954
            (Name, Address, Including Zip Code, of Agent for Service)

    Telephone number, including area code, of agent for service: 973-538-9955

                         CALCULATION OF REGISTRATION FEE
--------------  -------------  ----------------  ----------------  -------------
    Title of      Amount of    Proposed Maximum  Proposed Maximum    Amount of
 Securities to    Shares to     Offering Price       Aggregate      Registration
 be Registered  be Registered    Per Share(1)     Offering Price        Fee
==============  =============  ================  ================  =============
 Common Stock,    1,500,000          $3.25          4,875,000         $1,355.25
   par value
    $0.0001
==============  =============  ================  ================  =============

(1) Bona Fide  estimate of maximum  offering  price solely for  calculating  the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the average bid and asked price of the  registrant's  common  stock as of May 4,
1999,  a date  within  five  business  days  prior to the date of filing of this
registration statement.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan described herein.

                                      Total Number of Pages Contained Herein: 11
                                      Index to Exhibits may be Found on Page 5

                                  Page 1 of 11
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings     Prospectus Heading
------------------------------------------------     ------------------

Item 1.  Plan Information                            Section 10(a) Prospectus

Item 2.  Registrant Information and                  Section 10(a) Prospectus
         Employee Plan Annual Information

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Modern Medical Modalities  Corporation,  a
New  Jersey  corporation  (the  "Company"),  with the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated herein by reference:

     1. The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
December 31, 1998.

     2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934,  as amended  (the  "Exchange  Act"),
since the end of the fiscal year ended December 31, 1998.

     3. The description and specimen  certificate of the Company's common stock,
par value $0.0001  ("Common  Stock"),  contained in the  Company's  registration
statement  under the Exchange  Act,  including any amendment or report filed for
the purpose of updating such description.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such  securities  then  remaining  unsold,  all reports and other  documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14, or
15(d) of the 1934 Act shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

     The Common Stock being registered  pursuant to this registration  statement
is part of a class of  securities  registered  under  Section 12 of the Exchange
Act. A description of such securities is contained in the Company's registration
statement under the Exchange Act, and is incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel.

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

                                  Page 2 of 11
Item 6.  Indemnification of Directors and Officers.

     The  Company  shall,  to the  fullest  extent  permitted  by the New Jersey
Business Corporation Act, as the same may be amended and supplemented, indemnify
under said section from and against any and all expenses,  liabilities  or other
matters referred in or covered by said section, and the indemnification provided
for herein  shall not be deemed  exclusive  of any other  rights to which  those
indemnified may be entitled under any Bylaw, agreement,  vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another  capacity while holding such office,  shall continue
as to a person who has ceased to be a director,  officer,  employee or agent and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.  The Company will have the power to purchase and maintain  officers' and
directors'  liability  insurance in order to insure against the  liabilities for
which such officers and directors are indemnified pursuant to Article 6.

     Insofar as indemnification for liabilities arising under the securities act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
company pursuant to the foregoing provision, or otherwise,  the company has been
informed  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 company or expenses  incurred or
paid by a  director,  officer  or  controlling  person  in  connection  with the
securities  being  registered,  the company  will,  unless in the opinion of its
counsel the matter had been settled by controlling precedent,  submit to a court
of appropriate jurisdiction the question whether such indemnification is against
public  policy  as  expressed  in the  act  and  will be  covered  by the  final
adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

     No restricted  securities are being  re-offered or resold  pursuant to this
registration statement.

Item 8.  Exhibits.

     The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which is found on page 5.

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) To treat,  for the  purpose  of  determining  any  liability  under the
     Securities  Act  of  1933,  each  such  post-effective  amendment  as 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.

                                  Page 3 of 11
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 Morristown, State of New Jersey, on May 5, 1999.

                           Modern Medical Modalities Corporation

                           By ________________________________________
                                 Roger Findlay, Chairman of the Board

     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/ Roger Findlay                Chairman of the Board              May 5, 1999
------------------------------
Roger Findlay

 /s/ Jan Goldberg                 Vice President,                    May 5, 1999
-------------------------------   Treasurer and Director
Jan Goldberg

 /s/ Gregory Maccia               Vice President,                    May 5, 1999
-------------------------------   Secretary and Director
Gregory Maccia

 /s/ Fred Mancinelli              Director                           May 5, 1999
-------------------------------
Fred Mancinelli

 /s/ Carl J. Gedeon               Director                           May 5, 1999
-------------------------------
Carl J. Gedeon

                                  Page 4 of 11