Registration No. _____________________________

            As filed with the Securities and Exchange Commission on
                    _________________________________, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                              ---------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            BOVIE MEDICAL CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                     13-3186327
(State or other                                        (I.R.S. Employer
jurisdiction of                                   Identification Number)
incorporation or
organization)

                              734 Walt Whitman Road
                               Melville, NY 11747
                                 (516) 421-5452

               (Address,  including zip code,  and telephone  number,  including
        area code, or registrant's principal executive offices)

                            BOVIE MEDICAL CORPORATION
                      1998 NON-STATUTORY STOCK OPTION PLAN
                              (Full title of plan)


                      1998 NON-STATUTORY STOCK OPTION PLAN
                              (Full title of plan)

                                 Andrew Makrides
                                    President
                            Bovie Medical Corporation
                              734 Walt Whitman Road
                               Melville, NY 11747

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

                                   Copies to:

                              Alfred V. Greco, PLLC
                          666 Fifth Avenue (14th Floor)
                               New York, NY 10103
                                 (212) 246-6550


<PAGE>
(Registration Statement cover page continued)

<TABLE>

                         CALCULATION OF REGISTRATION FEE

<S>                        <C>                    <C>                      <C>                  <C>
Title of Each             Amount to be            Proposed Maximum         Proposed Maximum     Amount of Registration
Class of Securities       Registered (1)          Aggregate offering       Aggregate Offering   Fee
to be Registered                                  Price (1)                Price (1)

Common Stock,
par value $.001 per
share (2)                  1,200,000              $.75                     $900,000               $237.60

</TABLE>








----------------------------
          (1) Estimated  solely for the purpose of calculating the  registration
     fee.
          (2) The shares registered pursuant to this Registration  Statement are
     available for grant as of the date of this Registration Statement under the
     Company's  1998  Non-Statutory  Stock  Option and  available  for  issuance
     pursuant  to  certain  stock  options  the forms of which are  attached  as
     exhibits to this Registration Statement.

          (3)  Pursuant to General  Instruction,  the  registration  fee paid in
     connection  herewith  is  based  on the  maximum  aggregate  price at which
     securities  covered  by this  registration  statement  are  proposed  to be
     offered.

<PAGE>

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

ITEM 1:           Plan Information.

         The information  required by Part I is included in documents to be sent
or given to the participants.

ITEM 2:           Registration Information and Employee Plan Annual Information.

          Upon written or oral request,  Bovie Medical  Corporation,  a Delaware
corporation  (the  "Registrant")  will provide,  without  charge,  a copy of all
documents  incorporated  by reference in Item 3 of Part II of this  Registration
Statement,  which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents  required to be delivered to employees  pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act").  All requests  should be made to Bovie Medical  Corporation  att:  Andrew
Makrides, President, Melville, NY 11747, tel no. (516) 421-5452

PART II:           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:           Incorporation of Documents by Reference.

          The following  documents,  which are on file with the  Securities  and
Exchange  Commission (the  "Commission"),  are incorporated in this Registration
Statement by reference:

          (a) Annual  Report on Form 10-KSB for the Fiscal  Year Ended  December
31, 1998.

(b)  Quarterly  Report on Form 10-QSB for the  Quarterly  Period ended March 31,
1998.

(c)  Quarterly  Report on Form 10-QSB for the  Quarterly  Period  Ended June 30,
1998.

(d) Quarterly Report on Form 10-Q5B for the Quarterly Period Ended September 30,
1998.

(e) The  description of the Common Stock which is contained in the  registration
statements  filed under the Securities and Exchange Act of 1934, as amended (the
"Exchange  Act"),  including  any  amendment  or report filed for the purpose of
updating such description.


         All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the  Exchange  Act prior to the  filing of a  post-effective  amendment
which  indicates  that  all  shares  offered  hereby  have  been  sold or  which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this  Registration  Statement by  reference  and to be a part hereof from the
date of filing of such documents.

ITEM 4:           Description of Securities.

                                            N/A

ITEM 5:  Interests of Named Experts and Counsel.

                                            N/A


<PAGE>
                                                                  (1)
ITEM 6.           Indemnification of Directors and Officers.

         The Registrant's Certificate of Incorporation generally provide for the
maximum  indemnification of a corporation's  officers and directors as permitted
by law in the  State  of  Delaware.  Delaware  law  empowers  a  corporation  to
indemnify  any  person who was or is a party or who is  threatened  to be made a
party to any  threatened,  pending,  or completed  action,  suit or  proceeding,
whether civil, criminal, administrative or investigative,  except in the case of
an action by or in the right of the  corporation,  by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another  corporation or other enterprise.  Depending on the
character of the  proceeding,  a  corporation  may  indemnify  against  expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  in  connection  with such  action,  suit or
proceeding if the person  indemnified  acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  and with respect to any  criminal  action or  proceedings,  had no
reasonable cause to, believe his or her conduct was unlawful.

          A  corporation  may  indemnify  any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of  another  corporation  or other
enterprise,   against  expenses,   including  amounts  paid  in  settlement  and
attorney's  fees  actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of the action or suit if he or she acted in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed to the best  interests of the  corporation.  Indemnification  may not be
made for any claim,  issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be  liable  to the  corporation  or for  amounts  paid in  settlement  to the
corporation  unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

          To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to above, or in defense of any claim, issue
or matter  therein,  he or she must be  indemnified by the  corporation  against
expenses,  including attorney's fees, actually and reasonably incurred by him in
connection  with the defense.  Any  indemnification  under this section,  unless
ordered by a court or  advanced  pursuant to this  section,  must be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances.  The determination must be made: (a) by the stockholders;  (b) by
the board of directors by majority vote, of a quorum consisting of directors who
were not parties to the action, suit or proceeding;  (C) if a majority vote of a
quorum  consisting  of  directors  who were not parties to the  action,  suit or
proceeding so orders, by independent legal counsel in a written opinion;  or (d)
if a quorum consisting of directors who were not parties to the action,  suit or
proceeding  cannot  be  obtained,  by  independent  legal  counsel  in a written
opinion.

          The certificate of  incorporation,  the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action,  suit or proceeding must be paid by the
corporation as they are incurred and in advance o the final disposition of

<PAGE>

                                                                  (2)
the action, suit or proceeding upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the  corporation.  The provisions of this section do not affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

          The  indemnification  and  advancement  of expenses  authorized  in or
ordered by a court  pursuant  to this  section:  (a) does not  exclude any other
rights to which a person seeking  indemnification or advancement of expenses may
be entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or  disinterested  directors or otherwise,  for either an action in
his or her official  capacity or an action in another capacity while holding his
or her office, except that  indemnification,  unless ordered by a court pursuant
to this  section or for the  advancement  of any  director or officer if a final
adjudication  establishes that his or her acts or omissions involved intentional
misconduct,  fraud or a knowing  violation  of the law and was  material  to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

ITEM 7:           Not Applicable

ITEM 8:           Exhibits.

4.1       1998 Non-Statutory Stock Option Plan.
4.2       Form of Stock Option
5.1       Opinion of Alfred V. Greco, PLLC
23.1      Consent of Alfred V. Greco, PLLC (consent included in Exhibit 5.1).
23.2      Consent of Bloom & Company

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


ITEM 9:           Undertakings.

          The undersigned Registrant hereby undertakes:

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

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

     (ii) To reflect in the prospectus  any facts or events which,  individually
or  together,   represent  a  fundamental  change  in  the  information  in  the
Registration Statement;

     (iii) To include any additional or changed material information on the plan
of distribution;

     provided, however, that paragraphs (1)(i) and (1)(ii) above 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
incorporated  by reference from periodic  reports filed by the Registrant  under
the Exchange Act.

 (2) That, for determining liability under the Securities Act, to treat each
such post-effective  amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial bona
fide offering.

<PAGE>

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

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Registrant pursuant to the foregoing provisions,  the Registrant has been
advised that in the opinion of the 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  Registrant of expenses  incurred or
paid by a director,  officer or controlling  person in the successful defense of
any  action,  suit or  proceeding)  is asserted  by such  director,  officers 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 Securities  Act and will be governed by the final  adjudication
of such issue.
<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-B and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of New York, New York, on this day of March, 2000.

                           Bovie Medical Corporation


                           By _____________________________________
                              Andrew Makrides, Principal Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>

<S>                                      <C>                                     <C>

Signature                                Capacity in Which Signed               Date


_______________________                 President, Director,
Andrew Makrides                         Principal Executive Officer             March 21, 2000



_______________________
J. Robert Saron                         Director                                March 21, 2000


_______________________
Nancy Keller                            Chief Financial officer                 March 21, 2000
                                        (Chief Financial Officer
                                         and principal Accounting
                                         Officer)

_______________________                 Director                                March 21, 2000
George Kromer


_______________________                 Director                                March 21, 2000
Alfred V. Greco


_______________________                 Director                                March 21, 2000
Ken Davidson

</TABLE>
<PAGE>
                                POWER OF ATTORNEY


          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes  and appoints Alfred V Greco and George Kromer as his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this  Registration  Statement,  and to file the same with the
Securities and Exchange Commission,  granting until said  attorneys-in-fact  and
agent,  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 connection  therewith,
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 substitute or 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 dates indicated.

Signature                    Capacity in Which Signed         Date

Andrew Makrides                     Director                  March 21, 2000

J. Robert Saron                     Director                  March 21, 2000

Ken Davidson                        Director                  March 21, 2000
<PAGE>



                       EXHIBIT INDEX
<TABLE>
<S>                 <C>                                     <C>
Document          Description of Document                   Sequentially
                                                            Numbered Page

4.1               1998 Non-Statutory Stock Option Plan      8

4.2               Form of Stock Option                      18

5.1               Opinion of Alfred V. Greco, PLLC          20

23.1              Consent of Alfred V. Greco, PLLC          20
                  (contained in opinion)

23.2              Consent of Bloom & Company                21
</TABLE>

<PAGE>
                        AN-CON GENETICS, INC.
                1998 Non-Statutory Stock Purchase and Option Plan

                                    SECTION 1

                                    PURPOSES

          AN-CON GENETICS, INC. (the "Company") desires to afford certain of its
key employees,  officers,  directors and consultants who are responsible for the
continued growth of the Company an opportunity to acquire a proprietary interest
in the  Company,  and thus to create in such  individuals  an  increased  in and
greater concern for the welfare of the Company and its subsidiaries.

         The Company,  by means of this 1998  Non-Statutory  Stock  Purchase and
Option Plan (the  "Plan"),  seeks to retain the  services of persons now holding
key  positions  and to secure the  services of persons  capable of filling  such
positions.

         The stock options offered pursuant to the Plan are a matter of separate
inducement  and are not in lieu of any  salary  or  other  compensation  for the
services of any key employee or consultant.

         The stock  options  granted  under the Plan are  intended  to be either
incentive  stock  options  within the  meaning of  Section  422 of the  Internal
Revenue Code of 1986, as amended,  or options that do not meet the  requirements
for incentive stock options.

                                    SECTION 2

                                  DEFINITIONS.

         As used in the Plan,  the  following  terms shall have the meanings set
forth below:

     (a)  "Affiliate"  shall mean (i) any entity  that,  directly or  indirectly
through one or more  intermediaries,  is  controlled by the Company and (ii) any
entity in which the Company has a significant equity interest.

     (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, and any regulations promulgated thereunder.

     (c)  "Committee"  shall mean the Board of Directors,  or a committee of the
Board of Directors of the Company  designated  by resolution of the Board of
Directors to administer  the Plan,  which shall consist of not less than two (2)
"Non-Employee  Directors,"  as such  term  is  defined  in  Rule  16b-3(b)(3)(i)
promulgated under the Securities  Exchange Act of 1934, as amended,  each having
the  requisite  qualifications  thereunder to satisfy the  requirements  of Rule
16b-3.

     (d) "Company shall mean AN-CON GENETICS, INC.", a Delaware corporation.

     (e)"Eligible  Person"  shall  mean  any  employee,  officer  or  consultant
providing services to the Company or any Affiliate who the Committee  determines
to be an Eligible  Person. A director of the Company who is not also an employee
of the Company or an Affiliate shall not be an Eligible Person.

     (f) "Fair Market Value" shall mean the closing "bid" price of the Company's
Shares on the date in question as quoted on the Electronic Bulletin Board of the
National  Association of Securities  Dealers or its Automated  Quotation  System
("NASDAQ") or on any successor national stock exchange on which the Common Stock
is then traded,  provided,  however, that if on the date in question there is no
public market for the Company's  Shares and they are neither  quoted on "NASDAQ"
nor traded on a national securities  exchange,  then the Committee shall, in its
sole discretion and best judgment, determine the Fair Market Value.

     (g)  "Incentive  Stock Option" shall mean an option  granted under the Plan
that is  intended  to meet the  requirements  of Section  422 of the Code or any
successor provision.

     (h)  "Non-Qualified  Stock Option"  shall mean an option  granted under the
Plan that is not intended to be an Incentive Stock Option.

     (i) "Option" shall mean an Incentive Stock Option or a Non-Qualified  Stock
Option.

     (j)  "Option  Agreement"  shall mean any  written  agreement,  contract  or
document evidencing any Option granted under the Plan.

     (k) "Participant" shall mean an Eligible Person designated to be granted an
Option under the Plan.

     (l)  "Person"  shall  mean  any   individual,   corporation,   partnership,
association, limited liability company, association or trust. <PAGE>
     (m) "Plan" shall mean this 1996 Employee and Consultant  Stock Option Plan,
as amended from (9) time to time.

     (n) "Rule 16b-3" shall mean Rule 16b-3  promulgated  by the  Securities and
Exchange  Commission under the Securities  Exchange Act of 1934, as amended,  or
any successor rule or regulation.

     (o) "Shares"  shall mean shares of Common  Stock,  $.001 par value,  of the
Company.

                                    SECTION 3

                                 ADMINISTRATION.

                 (a) Power and  Authority  of the  Committee.  The Plan shall be
administered by the Board of Directors,  or, pursuant to resolution of the Board
of Directors,  a committee  consisting of at least two  non-employee  directors,
(the  "Committee").  Subject  to  the  express  provisions  of the  Plan  and to
applicable  law,  the  Committee  shall  have full power and  authority  to: (i)
designate  Participants;  (ii)  determine  the types of Options  (e.g.,  whether
Incentive  Stock Options or  Non-Qualified  Stock Options) to be granted to each
Participant  under the Plan;  (iii) determine the number of Shares to be covered
by each Option; (iv) determine the terms and conditions of any Option Agreement;
(v) amend the terms and  conditions of any Option  Agreement and  accelerate the
exercisability of Options covered  thereunder;  (vi) determine whether,  to what
extent and under what circumstances  Options may be exercised in cash, Shares or
other property, or canceled, forfeited or suspended; (vii) determine whether, to
what  extent and under  what  circumstances  Options  shall be  deferred  either
automatically or at the election of the holder thereof or the Committee;  (viii)
interpret  and  administer  the  Plan and any  instrument  or  Option  Agreement
relating to, or Option granted under the Plan; (ix) establish, amend, suspend or
waive  such  rules and  regulations  and  appoint  such  agents as it shall deem
appropriate  for the proper  administration  of the Plan; and (x) make any other
determination  and take any other action that the Committee  deems  necessary or
desirable  for  the  administration  of the  Plan.  Unless  otherwise  expressly
provided in the Plan,  all  designations,  determinations,  interpretations  and
other  decisions under or with respect to the Plan or any Option shall be within
the sole  discretion  of the  Committee,  may be made at any  time and  shall be
final, conclusive and binding upon any Participant, any holder or beneficiary of
any  Option  granted  under  the Plan and any  employee  of the  Company  or any
Affiliate.

                                    SECTION 4

                       AVAILABLE SHARES SUBJECT TO OPTION.

     (a) Shares  Available.  The total number of Shares for which Options may be
granted  pursuant to the Plan shall be  1,200,000  Shares of the Common Stock in
the aggregate, subject to adjustment as provided in

     Section  4(c).  If any  Shares  covered  by an Option or to which an Option
relates are not purchased or are forfeited,  or if an Option otherwise  expires,
then the  number  of  Shares  counted  against  the  aggregate  number of Shares
available under the Plan with respect to such Option,  to the extent of any such
forfeiture or termination, shall again be available for Options under the Plan.

     (b)  Accounting  for  Shares  Covered by an Option.  For  purposes  of this
Section  4, the number of Shares  covered  by an Option  shall be counted on the
date of grant of such Option  against the aggregate  number of Shares  available
for granting Options under the Plan.

     (c)  Adjustments.  In the event that the Committee shall determine that any
dividend  or other  distribution  (whether  in the form of cash,  Shares,  other
securities  or other  property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase  Shares or other  securities of the Company
or other similar rights to purchase Shares or other securities of the Company or
other similar  corporation  transaction  or event affects the Shares  subject to
Option  grants  under the Plan  such that an  adjustment  is  determined  by the
Committee to be appropriate  in order to prevent  dilution or enlargement of the
benefits or potential  benefits  intended to be made  available  under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of(i) the  number of Shares  which may  thereafter  be made the  subject  of
Options;  (ii) the number of Shares subject to outstanding Option awards;  (iii)
the purchase or exercise  price with respect to any Option,  provided,  however,
that the number of Shares  covered by an Option or to which such Option  relates
shall always be a whole number.

     (d) Incentive Stock Options.  Notwithstanding the foregoing,  the number of
Shares  available for granting  Incentive Stock Options under the Plan shall not
exceed 1,200,000,  subject to adjustment as provided in the Plan and Section 422
or 424 of the Code or any successor provisions.


                                    SECTION 5

                                  ELIGIBILITY

     Any Eligible  Person shall be eligible to be designated a  Participant.  In
determining  which Eligible Persons shall receive an Option and the terms of any
Option,  the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the  success  of the  Company or such other  factors  as the  Committee,  in its
discretion,  shall deem relevant.  Notwithstanding  the foregoing,  an Incentive
Stock Option may only be granted to fall or part-time  employees  (which term as
used herein includes,  without  limitation,  officers and directors who are also
employees) and an Incentive  Stock Option shall not be granted to an employee of
an Affiliate  unless such  Affiliate is also a "subsidiary  corporation"  of the
Company  within  the  meaning  of  Section  424(f) of the Code or any  successor
provision.

                                   SECTION 6

                                 OPTION AWARDS.
     The Committee is hereby  authorized to grant Options to  Participants  with
the following terms and conditions and with such additional terms and conditions
not  inconsistent  with  the  provisions  of the  Plan  as the  Committee  shall
determine:

     (i) Exercise  Price.  The  purchase  price per Share  purchasable  under an
Option  shall be  determined  by the  Committee,  provided,  however,  that such
purchase  price shall not be less than 100% of the Fair Market  Value of a Share
on the date of grant of such Option, provided further, however, that in the case
of an Incentive  Stock  Option  granted to a  Participant  who, at the time such
Option is  granted,  owns  Shares  of the  Company  or shares of any  subsidiary
corporation or parent  corporation of the Company which  possesses more than ten
percent (10%) of the total combined voting power of all classes of shares of the
Company or of any subsidiary  corporation  or parent  corporation of the Company
(hereinafter,  a "10% Shareholder"),  the purchase price for each Share shall be
such amount as the Committee in its best judgment shall determine to be not less
than one hundred ten  percent  (110%) of the Fair Market  Value per Share at the
date the Incentive Stock Option is granted.  In determining stock ownership of a
Participant  for any purposes under the Plan, the rules of Section 424(d) of the
Code shall be applied,  and the  Committee may rely on  representations  of fact
made to it by Participant and believed by it to be true.

     (ii) Option Term.  The term of each Option shall be fixed by the  Committee
which in any event shall not exceed a term often (10) years from the date of the
grant, provided, however, that the term of any Incentive Stock Option granted to
any 10%  Shareholder  shall not be exercisable  after the expiration of five (5)
years from the date such Incentive Stock option was granted.

     (iii) Maximum Grant of Incentive  Stock Options.  The aggregate Fair Market
Value  (determined on the date the Incentive  Stock Option is granted) of Shares
subject to an  Incentive  Stock  Option  (when first  exercisable)  granted to a
Participant by the Committee in any calendar year shall not exceed $100,000.

     (iv) Time and Method of Exercise.  Subject to the  provisions  of the Plan,
the  Committee  shall  determine  the time or times  at which an  Option  may be
exercised  in whole or in part and the method or methods by which,  and the form
or forms (including,  without limitation,  cash, Shares, promissory notes, other
securities,  other property,  or any combination  thereof,  having a Fair Market
Value on the  exercise  date  equal to the  relevant  exercise  price) in which,
payment of the exercise price with respect thereto may be made or deemed to have
been made.

     (v) Limits on Transfer of Options.  No Option  shall be  transferable  by a
Participant  otherwise than by will or by the laws of descent and  distribution;
provided,  however,  that, if so determined by the Committee, a Participant may,
in  the  manner  established  by  the  Committee,  designate  a  beneficiary  or
beneficiaries  to exercise the rights of the  Participant and receive any Shares
purchased  with  respect to any Option upon the death of the  Participant.  Each
Option  shall be  exercisable  during  the  Participant's  lifetime  only by the
Participant  or, if  permissible  under  applicable  law,  by the  Participant's
guardian  or legal  representative.  No Option or Shares  underlying  any Option
shall be pledged, alienated, attached or otherwise encumbered, and any purported
pledge,  alienation,  attachment  or  encumbrance  thereof  shall  be  void  and
unenforceable against the Company or any Affiliate.

     (vi) Restrictions: Securities Exchange Listing. All certificates for Shares
delivered  upon the exercise of Options  under the Plan shall be subject to such
stop transfer orders and other  restrictions as the Committee may deem advisable
under  the  Plan  or  the  rules,  regulations  and  other  requirements  of the
Securities  and  Exchange   Commission  and  any  applicable  federal  or  state
securities laws, and the Committee may cause a legend or legends to be placed on
such  certificates to make appropriate  reference to such  restrictions.  If the
Shares or other  securities are traded on a national  securities  exchange,  the
Company shall not be required to deliver any Shares  covered by an Option unless
and until  such  Shares  have  been  admitted  for  trading  on such  securities
exchange.

    (vii)  Termination of Employment.  (A) Upon termination of the employment or
consultancy,  as the case  may be,  of any  Participant,  an  Option  previously
granted to the Participant,  unless otherwise  specified by the Committee in the
Option,  shall,  to the extent not theretofore  exercised,  terminate and become
null and void, provided that:

     (a) If the  Participant  shall die while in the  employ of the  Company  or
during a period after termination of employment as specified in clause (b) below
and at a time when such Participant was entitled to exercise an Option as herein
provided,  the legal  representative  of such  Participant,  or such  Person who
acquired such Option by bequest or  inheritance or by reason of the death of the
Participant,  may, not later than one (1) year from the date of death,  exercise
such Option, to the extent not theretofore  exercised,  in respect of any or all
of such number of Shares as specified by the Committee in such Option; and

     (b) With respect to  Participants  who are employees,  if the employment of
any  employee to whom such Option  shall have been  granted  shall  terminate by
reason of the  Employee's  retirement  (at such age or upon such  conditions  as
shall be  specified  by the Board of  Directors),  disability  (as  described in
Section  22(e)(3) of the Code) or dismissal by the employer other than for cause
(as defined below),  and while such employee  Participants  entitled to exercise
such option as herein provided,  such employee  Participant shall have the right
to exercise such Option so granted, to the extent not theretofore exercised,  in
respect of any or all of such number of Shares as specified by the  Committee in
such Option,  at any time up to and  including  (i) twelve (12) months after the
date of such termination of employment.  In the event death occurs during the 12
month period after termination for any reason other than for cause, the time for
such optionee's  representative  to exercise such option shall extend to one (1)
year  from  date of  death of the  optionee.  (B) If a  Participant  voluntarily
terminates  his or her  employment  or  consultancy,  as the case may be,  or is
discharged  for cause,  any Option granted  hereunder  shall,  unless  otherwise
specified by the Committee in the Option,  forthwith  terminate  with respect to
any unexercised portion thereof

     (C) If an  Option  granted  hereunder  shall  be  exercised  by  the  legal
representative  of a  deceased  or  disabled  Participant,  or by a  person  who
acquired an Option granted hereunder by (13) bequest or inheritance or by reason
of  death  of any  such  person,  written  notice  of  such  exercise  shall  be
accompanied by a certified copy of letters  testamentary or equivalent  proof of
the right of such legal representative or other person to exercise such Option.

     (D) For all purposes of the Plan, the term "for cause" shall mean, (i) with
respect to a Participant  who is a party to a written  employment or consultancy
agreement  with the Company,  as the case may be, which contains a definition of
"for cause" or "cause" (or words of like import) for purposes of  termination of
employment or consultancy thereunder by the Company, "for cause" or ~~cause~~ as
defined in the most recent of such  agreements,  or (ii) in all other cases,  as
determined by the  Committee,  in its sole  discretion,  that one or more of the
following  has  occurred:  (W) any  failure by a  Participant  to  substantially
perform his or her employment or consultancy  duties,  as the case may be, which
shall not have been corrected  within thirty (30) days following  written notice
thereof,  (X) any engaging by such  Participant in misconduct or, in the case of
an officer  Participant,  any failure or refusal by such officer  Participant to
follow the  directions  of the Company's  Board of Directors or Chief  Executive
Officer of the Company which, in either case, is injurious to the Company or any
Affiliate,  (Y) any breach by a  Participant  of any  covenant  contained in the
instrument  pursuant  to which an Option is granted,  or (Z) such  Participant's
conviction of or entry of a plea of nolo contendere in respect of any felony, or
of a  misdemeanor  which  results  in or is  reasonably  expected  to  result in
economic or reputational injury to the Company or any of its Affiliates.


                                    SECTION 7

                     AMENDMENT AND TERMINATION: ADJUSTMENTS.


     Except to the extent  prohibited  by  applicable  law and unless  otherwise
expressly provided in an Option Agreement or in the Plan:

     (a)  Amendments  to the Plan.  The Board of  Directors  of the  Company may
amend, alter,  suspend,  discontinue or terminate the Plan;  provided,  however,
that,  notwithstanding  any other provision of the Plan or any Option Agreement,
without the  approval of the  stockholders  of the Company,  no such  amendment,
alteration,  suspension,  discontinuation  or  termination  shall be made  that,
absent such approval:

     (i) would cause Rule 16b-3 to become unavailable with respect to the Plan;

     (ii) would  violate the rules or  regulations  of any  national  securities
exchange  on  which  the  Shares  of the  Company  are  traded  or the  rules or
regulations  of the National  Association of Securities  Dealers,  Inc. that are
applicable to the Company; or

     (iii)  would  cause the  Company  to be  unable,  under the Code,  to grant
Incentive Stock Options under the Plan.

     (b) Amendments to Option Grants.  The Committee may waive any conditions or
rights of the Company  under any  outstanding  Option  grant,  prospectively  or
retroactively.  The  Committee may not amend,  alter,  suspend,  discontinue  or
terminate any outstanding Option grant, prospectively or retroactively,  without
the  consent of the  Participant  or holder or  beneficiary  thereof,  except as
otherwise herein provided.

     (c) Correction of Defects,  Omissions and  Inconsistencies.  The Committees
may correct any defect,  supply any omission or reconcile any  inconsistency  in
the Plan or any Option in the  manner and to the extent it shall deem  desirable
to carry the Plan into effect.



                                   SECTION 8

                      INCOME TAX WITHHOLDING: TAX BONUSES.

     (a)  Withholding.  In order to comply with all applicable  federal or state
income tax laws or  regulations,  the  Company  may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other  taxes,  which  are the sole and  absolute  responsibility  of a
Participant, are withheld or collected from such Participant. In order to assist
a  Participant  paying all or a portion  of the  federal  and state  taxes to be
withheld  or  collected  upon  exercise  of any Option,  the  Committee,  in its
discretion and subject to such additional  terms and conditions as it may adopt,
may permit the  Participant  to satisfy such tax  obligation  by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise  of any Option  with a Fair  Market  Value  equal to the amount of such
taxes or (ii)  delivering to the Company  Shares other than the Shares  issuable
upon  exercise of the  applicable  Option with a Fair Market  Value equal to the
amount of such taxes.  The election,  if any, must be made on or before the date
that the  amount of tax to be  withheld  is  determined.

     (b)  Tax  Bonuses.  The  Committee,  in  its  discretion,  shall  have  the
authority,  at the time of grant of any  Option  under  this Plan or at any time
thereafter,  to approve cash bonuses to designated  Participants to be paid upon
their  exercise in order to provide funds to pay all or a portion of federal and
state  taxes due as a result of such  exercise.  The  Committee  shall have lull
authority in its discretion to determine the amount of any such tax bonus.


                                    SECTION 9

                               GENERAL PROVISIONS.

     (a) No Rights to Option Grants.  No Eligible  Person,  Participant or other
Person shall have any claim to be granted an Option under the Plan, and there is
no obligation for uniformity of treatment of Eligible  Persons,  Participants or
holders  or  beneficiaries  of  Options  granted  under the Plan.  The terms and
conditions  of Options need not be the same with respect to any  Participant  or
with respect to different Participants.

     (b) Option  Agreements.  No  Participant  will have rights  under an Option
granted to such Participant unless and until an Option Agreement shall have been
duly executed on behalf of the Company.  Each Option  Agreement  shall set forth
the terms and conditions of any Option granted to a Participant  consistent with
the provisions of this Plan.

     (c) No Limit on Other Compensation  Arrangements.  Nothing contained in the
Plan shall prevent the Company or any  Affiliate  from adopting or continuing in
effect other or additional compensation arrangements,  and such arrangements may
be either generally applicable or applicable only in specific cases.

     (d) No Right to  Employment.  The grant of an Option shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any  Affiliate,  nor will it  affect in anyway  the right of the  Company  or an
Affiliate to terminate such  employment at any time,  with or without cause.  In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Option Agreement.

     (e) Governing Law. The validity, construction and effect of the Plan or any
Option granted  hereunder,  and any rules and  regulations  relating to the
Plan or any Option granted hereunder, shall be determined in accordance with the
laws of the State of Connecticut except to the extent preempted by Federal law.

     (1) Severability.  If any provision of the Plan or any Option is or becomes
or is deemed to be invalid,  illegal or  unenforceable  in any  jurisdiction  or
would  disqualify the Plan or any Option under any law deemed  applicable by the
Committee,  such  provision  shall be construed or deemed  amended to conform to
applicable laws, or if it cannot be so construed or deemed amended  without,  in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Option, such provision shall be stricken as to such jurisdiction
or Option,  and the  remainder  of the Plan or any Option  shall  remain in full
force and effect.

     (g) Section  Headings.  The section  headings  included herein are only for
convenience, and they shall have no effect on the interpretation of the Plan.

                                   SECTION 10

                           EFFECTIVE DATE OF THE PLAN.

     The Plan shall be effective on January 2, 1998 (the "Plan Effective Date"),
subject  to  approval  by  the  Company's   stockholders  within  one  (1)  year
thereafter.
                                   SECTION 11

                                TERM OF THE PLAN.
     Unless the Plan shall have been  discontinued  or terminated as provided in
Section  7(a),  the Plan shall  terminate on January 1, 2008. No Option shall be
granted after the termination of the Plan.  However,  unless otherwise expressly
provided  in  the  Plan  or  in  an  applicable  Option  Agreement,  any  Option
theretofore  granted  may extend  beyond the  termination  of the Plan,  and the
authority of the Committee  provided for hereunder  with respect to the Plan and
any Option grants, and the authority of the Board of Directors of the Company to
amend the Plan, shall extend beyond the termination of the Plan.

     IN WITNESS WHEREOF, this Plan has been executed at St. Petersburg,  Florida
on this 2nd day of January, 1998.

                             AN-CON GENETICS, INC.
By    ___/s/______________________
J. Robert Saron, President and Chief Executive Officer

<PAGE>
                              An-Con Genetics, Inc.
                             a Delaware corporation

                           NON-STATUTORY STOCK OPTION


Name of Optionee                                           Date Option Granted



Address                                                    No. ________

         This  Agreement  ("Agreement")  is made as of the date set forth  above
between  An-Con  Genetics,   Inc.,  a  Delaware  corporation   (hereinafter  the
"Company"),  and the optionee named above (hereinafter  "Optionee").  The option
granted  by this  Agreement  is  designated  a  "Non-Statutory  Option"  granted
pursuant to the An-Con  Genetics,  Inc.,  1996  Non-Statutory  Stock Option Plan
dated __________________1996 (the "Plan").

     1. Grant of Option.  Pursuant to and subject to the terms and conditions of
the Agreement,  the Company grants to the Optionee, a consultant to the Company,
the right and option (the  "Option")  to purchase at $.75 per share on the terms
and  conditions   hereinafter  set  forth  all  or  any  part  of  an  aggregate
of________shares  (the "Shares") of the currently authorized and unissued Common
Stock, par value $.OO1 per share.  The Option shall be exercisable,  in whole or
in part,  during the period  commencing with the date on which it is granted and
ending on December 31, 1999.

        Nothing  contained  herein  shall be  construed to limit or restrict the
right of the  Company or a parent or  subsidiary  corporation  of the Company to
terminate the Optionee's services for the Company.

        2. Method of Exercise.  The Option may be exercised  pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the option is being  exercised,  together  with payment in full,  (a) in cash or
certified  check;  (b) or  acknowledgement  of  cancellation  of  the  Company's
indebtedness  to the optionee for services or otherwise;  or (c) any combination
of the foregoing. If requested by the Board of Directors,  prior to the delivery
of any  Shares,  the  Optionee  shall  supply  the  Board  of  Directors  with a
representation   that  the  Shares  are  not  being  acquired  with  a  view  to
distribution  and will be sold or otherwise  disposed of only in accordance with
applicable federal and state statutes, rules and regulations.

        As soon after the notice of exercise as the Company is  reasonably  able
to comply,  the company shall,  without  payment of any transfer or issue tax by
the  Optionee,  deliver to the  Optionee or any such other  person,  at the main
office of the  company or such other place as shall be  mutually  acceptable,  a
certificate or certificates  for the Shares being purchased upon exercise of the
Option.  Notwithstanding  the  foregoing,  the  Company  shall have the right to
postpone  the time of  delivery of the Shares for such period as may be required
for  it  with  reasonable  diligence  to  comply  with  any  applicable  listing
requirements of any national securities exchange or any federal,  state or local
law.  The  Optionee  may  exercise  the Option for less than the total number of
Shares  for  which  the  Option  is then  exercisable,  provided  that a partial
exercise  may not be for fewer  than 100  Shares,  unless the  remaining  shares
exercisable  under the  Option is for less than 100  Shares.  The  Option may be
exercisable for whole Shares only.

       3.  Termination  of  Option.   The  Option  shall  terminate  and  expire
immediately and in total at the expiration date of the option. In addition,  the
option shall automatically terminate upon the earlier of:

     (i)Upon termination of the optionee's employment with the Company for cause
(as defined under the Plan);

     (ii) At the  expiration of twelve (12) months from the date of  termination
of the optionee's  employment  with the Company for any other reason;  provided,
that if the optionee dies within such twelve-month period, subclause (iii) below
shall apply; or

     (iii) At the  expiration  of twelve (12) months  after the date of death of
the optionee.


         4.  Adjustments.  If there is any change in the  capitalization  of the
Company  affecting  in any manner the  number or kind of  outstanding  shares of
Common  Stock  of  the  Company,   whether  by  stock  dividend,   stock  split,
reclassification  or  recapitalization of such stock, or because the Company has
merged or  consolidated  with one or more other  corporations  (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid  therefor
shall be appropriately  adjusted by the Board of Directors;  provided,  however,
that in no event  shall  any  such  adjustment  result  in the  Company's  being
required to sell or issue any fractional  shares.  Any such adjustment  shall be
made  without  change  in  the  aggregate   purchase  price  applicable  to  the
unexercised  portion of the option,  but with an  appropriate  adjustment to the
price of each Share or other unit of security covered by this Option.

        5. Cessation of Corporate Existence. Notwithstanding any other provision
of this  Option,  upon  the  dissolution  or  liquidation  of the  Company,  the
reorganization,  merger  or  consolidation  of the  Company  with  one  or  more
corporations as a result of which the Company is not the surviving  corporation,
or the sale of  substantially  all the assets of the Company or of more than 50%
of the then  outstanding  stock of the Company to another  corporation  or other
entity, the option granted hereunder shall terminate;  provided,  however, that:
(i)  each  option  for  which  no  option  has been  tendered  by the  surviving
corporation in accordance  with all of the terms of provision  (ii)  immediately
below shall,  within five days before the effective date of such  dissolution or
liquidation,  merger or  consolidation or sale of assets in which the Company is
not the surviving  corporation or sale of stock,  become fully  exercisable;  or
(ii) in its sole and absolute  discretion,  the surviving  corporation  may, but
shall not be so  obligated  to,  tender to any  optionee,  an option to purchase
shares  of the  surviving  corporation,  and such new  option or  options  shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this option.

         6. Non-Transferability. The Option is not assignable or transferable by
the Optionee,  either voluntarily or by operation of law, otherwise than by will
or by the laws of  descent  and  distribution,  and is  exercisable,  during the
Optionee's lifetime,  only by the Optionee.  Upon any attempted transfer of this
Option  contrary to the  provisions  hereof,  the Board of Directors may, at its
discretion, terminate this option.

           7. No Stockholder  Rights.  The Optionee or other person  entitled to
exercise this option shall have no rights or  privileges  as a stockholder  with
respect to any Shares  subject  hereto  until the  Optionee  or such  person has
become the  holder of record of such  Shares,  and no  adjustment  (except  such
adjustment  as may be effected  pursuant to the  provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record  date is prior to the date on which the  optionee  or such  person
becomes the holder of record.

          8. Method of  Acceptance.  This Agreement is addressed to the optionee
in  duplicate  and shall not be  effective  until the  Optionee has executed the
acceptance  below and returned one copy to the  Company,  thereby  acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.


Executed by the Company as of this _____ day of _______________, 199__.


                              An-Con Genetics, Inc.
                             a Delaware corporation



                         By:____________________________

ACCEPTED:

("Optionee")



By:___________________                     ______________________________
                                           Date


<PAGE>
                              Alfred V. Greco PLLC
                    A Professional Limited Liability Company
                                666 Fifth Avenue
                               New York, NY 10103
Alfred V. Greco                                             Tel.212/ 246 6550
Attorney at Law                                             Fax 212/ 582 0176

March 15, 2000

Securities & Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Attn: Section of Filings and Reports

         Re:      Bovie Medical Corporation (the "Company")
                  1998 Non-Statutory Stock Option Plan Form S-8

Gentlemen:

In connection with the filing of the above referenced  registration statement on
Form S-8 to render an opinion concerning  1,200,000 shares of common stock which
are  the  subject  of  said  registration  statement.  In  this  connection  the
undersigned  has  reviewed  the  Company's  Certificate  of  Incorporation,  its
By-Laws, minutes and other relevant documents of the corporation.

Based  upon  the  foregoing,  the  undersigned  is of the  opinion  that (a) the
Company's 1998 Non Statutory  Stock Option Plan was duly adopted by the Board of
Directors and ratified by Stockholders;  (b) 1,200,000 shares of common stock of
the  Company  having a par value $.001 per share have been duly  authorized  for
issuance pursuant to exercise of options under the Company's 1998  Non-Statutory
Stock Option Plan (the "Plan")  and,"Plan";  (c) upon exercise of options issued
pursuant to the Plan, and payment of consideration  therefor,  such shares, when
issued,  shall be validly issued,  fully paid and  non-assessable  shares of the
Company.

The  undersigned  consents  to the use of his name and the name of this  firm in
connection with the filing of the above referenced  registration  statement with
the Securities & Exchange Commission.

Very truly yours,



Alfred V Greco
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 56826}]
{"company-data": {"conformed-name": "BOVIE MEDICAL CORP", "cik": "0000719135", "assigned-sic": "2860", "irs-number": "112644611", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33002", "film-number": "575626"}, "business-address": {"street1": "734 WALT WHITMAN ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5164215452"}, "mail-address": {"street1": "734 WALT WHITMAN ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": {"former-conformed-name": "AN CON GENETICS INC", "date-changed": "19920703"}}
Registration No. _____________________________

            As filed with the Securities and Exchange Commission on
                    _________________________________, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                              ---------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            BOVIE MEDICAL CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                     13-3186327
(State or other                                        (I.R.S. Employer
jurisdiction of                                   Identification Number)
incorporation or
organization)

                              734 Walt Whitman Road
                               Melville, NY 11747
                                 (516) 421-5452

               (Address,  including zip code,  and telephone  number,  including
        area code, or registrant's principal executive offices)

                            BOVIE MEDICAL CORPORATION
                      1998 NON-STATUTORY STOCK OPTION PLAN
                              (Full title of plan)

                      1998 NON-STATUTORY STOCK OPTION PLAN
                              (Full title of plan)

                                 Andrew Makrides
                                    President
                            Bovie Medical Corporation
                              734 Walt Whitman Road
                               Melville, NY 11747

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

                                   Copies to:

                              Alfred V. Greco, PLLC
                          666 Fifth Avenue (14th Floor)
                               New York, NY 10103
                                 (212) 246-6550
(Registration Statement cover page continued)

                         CALCULATION OF REGISTRATION FEE
Title of Each             Amount to be            Proposed Maximum         Proposed Maximum     Amount of Registration
Class of Securities       Registered (1)          Aggregate offering       Aggregate Offering   Fee
to be Registered                                  Price (1)                Price (1)

Common Stock,
par value $.001 per
share (2)                  1,200,000              $.75                     $900,000               $237.60
----------------------------
          (1) Estimated  solely for the purpose of calculating the  registration
     fee.
          (2) The shares registered pursuant to this Registration  Statement are
     available for grant as of the date of this Registration Statement under the
     Company's  1998  Non-Statutory  Stock  Option and  available  for  issuance
     pursuant  to  certain  stock  options  the forms of which are  attached  as
     exhibits to this Registration Statement.

          (3)  Pursuant to General  Instruction,  the  registration  fee paid in
     connection  herewith  is  based  on the  maximum  aggregate  price at which
     securities  covered  by this  registration  statement  are  proposed  to be
     offered.
PART I.           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1:           Plan Information.

         The information  required by Part I is included in documents to be sent
or given to the participants.

ITEM 2:           Registration Information and Employee Plan Annual Information.

          Upon written or oral request,  Bovie Medical  Corporation,  a Delaware
corporation  (the  "Registrant")  will provide,  without  charge,  a copy of all
documents  incorporated  by reference in Item 3 of Part II of this  Registration
Statement,  which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents  required to be delivered to employees  pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act").  All requests  should be made to Bovie Medical  Corporation  att:  Andrew
Makrides, President, Melville, NY 11747, tel no. (516) 421-5452

PART II:           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:           Incorporation of Documents by Reference.

          The following  documents,  which are on file with the  Securities  and
Exchange  Commission (the  "Commission"),  are incorporated in this Registration
Statement by reference:

          (a) Annual  Report on Form 10-KSB for the Fiscal  Year Ended  December
31, 1998.

(b)  Quarterly  Report on Form 10-QSB for the  Quarterly  Period ended March 31,
1998.

(c)  Quarterly  Report on Form 10-QSB for the  Quarterly  Period  Ended June 30,
1998.

(d) Quarterly Report on Form 10-Q5B for the Quarterly Period Ended September 30,
1998.

(e) The  description of the Common Stock which is contained in the  registration
statements  filed under the Securities and Exchange Act of 1934, as amended (the
"Exchange  Act"),  including  any  amendment  or report filed for the purpose of
updating such description.

         All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the  Exchange  Act prior to the  filing of a  post-effective  amendment
which  indicates  that  all  shares  offered  hereby  have  been  sold or  which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this  Registration  Statement by  reference  and to be a part hereof from the
date of filing of such documents.

ITEM 4:           Description of Securities.

                                            N/A

ITEM 5:  Interests of Named Experts and Counsel.

                                            N/A
(1)
ITEM 6.           Indemnification of Directors and Officers.

         The Registrant's Certificate of Incorporation generally provide for the
maximum  indemnification of a corporation's  officers and directors as permitted
by law in the  State  of  Delaware.  Delaware  law  empowers  a  corporation  to
indemnify  any  person who was or is a party or who is  threatened  to be made a
party to any  threatened,  pending,  or completed  action,  suit or  proceeding,
whether civil, criminal, administrative or investigative,  except in the case of
an action by or in the right of the  corporation,  by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another  corporation or other enterprise.  Depending on the
character of the  proceeding,  a  corporation  may  indemnify  against  expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  in  connection  with such  action,  suit or
proceeding if the person  indemnified  acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  and with respect to any  criminal  action or  proceedings,  had no
reasonable cause to, believe his or her conduct was unlawful.

          A  corporation  may  indemnify  any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of  another  corporation  or other
enterprise,   against  expenses,   including  amounts  paid  in  settlement  and
attorney's  fees  actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of the action or suit if he or she acted in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed to the best  interests of the  corporation.  Indemnification  may not be
made for any claim,  issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be  liable  to the  corporation  or for  amounts  paid in  settlement  to the
corporation  unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

          To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to above, or in defense of any claim, issue
or matter  therein,  he or she must be  indemnified by the  corporation  against
expenses,  including attorney's fees, actually and reasonably incurred by him in
connection  with the defense.  Any  indemnification  under this section,  unless
ordered by a court or  advanced  pursuant to this  section,  must be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances.  The determination must be made: (a) by the stockholders;  (b) by
the board of directors by majority vote, of a quorum consisting of directors who
were not parties to the action, suit or proceeding;  (C) if a majority vote of a
quorum  consisting  of  directors  who were not parties to the  action,  suit or
proceeding so orders, by independent legal counsel in a written opinion;  or (d)
if a quorum consisting of directors who were not parties to the action,  suit or
proceeding  cannot  be  obtained,  by  independent  legal  counsel  in a written
opinion.

          The certificate of  incorporation,  the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action,  suit or proceeding must be paid by the
corporation as they are incurred and in advance o the final disposition of
(2)
the action, suit or proceeding upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the  corporation.  The provisions of this section do not affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

          The  indemnification  and  advancement  of expenses  authorized  in or
ordered by a court  pursuant  to this  section:  (a) does not  exclude any other
rights to which a person seeking  indemnification or advancement of expenses may
be entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or  disinterested  directors or otherwise,  for either an action in
his or her official  capacity or an action in another capacity while holding his
or her office, except that  indemnification,  unless ordered by a court pursuant
to this  section or for the  advancement  of any  director or officer if a final
adjudication  establishes that his or her acts or omissions involved intentional
misconduct,  fraud or a knowing  violation  of the law and was  material  to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

ITEM 7:           Not Applicable

ITEM 8:           Exhibits.

4.1       1998 Non-Statutory Stock Option Plan.
4.2       Form of Stock Option
5.1       Opinion of Alfred V. Greco, PLLC
23.1      Consent of Alfred V. Greco, PLLC (consent included in Exhibit 5.1).
23.2      Consent of Bloom & Company

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

ITEM 9:           Undertakings.

          The undersigned Registrant hereby undertakes:

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

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

     (ii) To reflect in the prospectus  any facts or events which,  individually
or  together,   represent  a  fundamental  change  in  the  information  in  the
Registration Statement;

     (iii) To include any additional or changed material information on the plan
of distribution;

     provided, however, that paragraphs (1)(i) and (1)(ii) above 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
incorporated  by reference from periodic  reports filed by the Registrant  under
the Exchange Act.

 (2) That, for determining liability under the Securities Act, to treat each
such post-effective  amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial bona
fide offering.
(3) To remove from registration by means of a post-effective amendment
any of the  securities  being  registered  that remain  unsold at the end of the
offering.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Registrant pursuant to the foregoing provisions,  the Registrant has been
advised that in the opinion of the 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  Registrant of expenses  incurred or
paid by a director,  officer or controlling  person in the successful defense of
any  action,  suit or  proceeding)  is asserted  by such  director,  officers 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 Securities  Act and will be governed by the final  adjudication
of such issue.
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-B and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of New York, New York, on this day of March, 2000.

                           Bovie Medical Corporation

                           By _____________________________________
                              Andrew Makrides, Principal Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                Capacity in Which Signed               Date

_______________________                 President, Director,
Andrew Makrides                         Principal Executive Officer             March 21, 2000

_______________________
J. Robert Saron                         Director                                March 21, 2000

_______________________
Nancy Keller                            Chief Financial officer                 March 21, 2000
                                        (Chief Financial Officer
                                         and principal Accounting
                                         Officer)

_______________________                 Director                                March 21, 2000
George Kromer

_______________________                 Director                                March 21, 2000
Alfred V. Greco

_______________________                 Director                                March 21, 2000
Ken Davidson
POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes  and appoints Alfred V Greco and George Kromer as his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this  Registration  Statement,  and to file the same with the
Securities and Exchange Commission,  granting until said  attorneys-in-fact  and
agent,  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 connection  therewith,
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 substitute or 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 dates indicated.

Signature                    Capacity in Which Signed         Date

Andrew Makrides                     Director                  March 21, 2000

J. Robert Saron                     Director                  March 21, 2000

Ken Davidson                        Director                  March 21, 2000
EXHIBIT INDEX
Document          Description of Document                   Sequentially
                                                            Numbered Page

4.1               1998 Non-Statutory Stock Option Plan      8

4.2               Form of Stock Option                      18

5.1               Opinion of Alfred V. Greco, PLLC          20

23.1              Consent of Alfred V. Greco, PLLC          20
                  (contained in opinion)

23.2              Consent of Bloom & Company                21
AN-CON GENETICS, INC.
                1998 Non-Statutory Stock Purchase and Option Plan

                                    SECTION 1

                                    PURPOSES

          AN-CON GENETICS, INC. (the "Company") desires to afford certain of its
key employees,  officers,  directors and consultants who are responsible for the
continued growth of the Company an opportunity to acquire a proprietary interest
in the  Company,  and thus to create in such  individuals  an  increased  in and
greater concern for the welfare of the Company and its subsidiaries.

         The Company,  by means of this 1998  Non-Statutory  Stock  Purchase and
Option Plan (the  "Plan"),  seeks to retain the  services of persons now holding
key  positions  and to secure the  services of persons  capable of filling  such
positions.

         The stock options offered pursuant to the Plan are a matter of separate
inducement  and are not in lieu of any  salary  or  other  compensation  for the
services of any key employee or consultant.

         The stock  options  granted  under the Plan are  intended  to be either
incentive  stock  options  within the  meaning of  Section  422 of the  Internal
Revenue Code of 1986, as amended,  or options that do not meet the  requirements
for incentive stock options.

                                    SECTION 2

                                  DEFINITIONS.

         As used in the Plan,  the  following  terms shall have the meanings set
forth below:

     (a)  "Affiliate"  shall mean (i) any entity  that,  directly or  indirectly
through one or more  intermediaries,  is  controlled by the Company and (ii) any
entity in which the Company has a significant equity interest.

     (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, and any regulations promulgated thereunder.

     (c)  "Committee"  shall mean the Board of Directors,  or a committee of the
Board of Directors of the Company  designated  by resolution of the Board of
Directors to administer  the Plan,  which shall consist of not less than two (2)
"Non-Employee  Directors,"  as such  term  is  defined  in  Rule  16b-3(b)(3)(i)
promulgated under the Securities  Exchange Act of 1934, as amended,  each having
the  requisite  qualifications  thereunder to satisfy the  requirements  of Rule
16b-3.

     (d) "Company shall mean AN-CON GENETICS, INC.", a Delaware corporation.

     (e)"Eligible  Person"  shall  mean  any  employee,  officer  or  consultant
providing services to the Company or any Affiliate who the Committee  determines
to be an Eligible  Person. A director of the Company who is not also an employee
of the Company or an Affiliate shall not be an Eligible Person.

     (f) "Fair Market Value" shall mean the closing "bid" price of the Company's
Shares on the date in question as quoted on the Electronic Bulletin Board of the
National  Association of Securities  Dealers or its Automated  Quotation  System
("NASDAQ") or on any successor national stock exchange on which the Common Stock
is then traded,  provided,  however, that if on the date in question there is no
public market for the Company's  Shares and they are neither  quoted on "NASDAQ"
nor traded on a national securities  exchange,  then the Committee shall, in its
sole discretion and best judgment, determine the Fair Market Value.

     (g)  "Incentive  Stock Option" shall mean an option  granted under the Plan
that is  intended  to meet the  requirements  of Section  422 of the Code or any
successor provision.

     (h)  "Non-Qualified  Stock Option"  shall mean an option  granted under the
Plan that is not intended to be an Incentive Stock Option.

     (i) "Option" shall mean an Incentive Stock Option or a Non-Qualified  Stock
Option.

     (j)  "Option  Agreement"  shall mean any  written  agreement,  contract  or
document evidencing any Option granted under the Plan.

     (k) "Participant" shall mean an Eligible Person designated to be granted an
Option under the Plan.

     (l)  "Person"  shall  mean  any   individual,   corporation,   partnership,
association, limited liability company, association or trust.
(m) "Plan" shall mean this 1996 Employee and Consultant  Stock Option Plan,
as amended from (9) time to time.

     (n) "Rule 16b-3" shall mean Rule 16b-3  promulgated  by the  Securities and
Exchange  Commission under the Securities  Exchange Act of 1934, as amended,  or
any successor rule or regulation.

     (o) "Shares"  shall mean shares of Common  Stock,  $.001 par value,  of the
Company.

                                    SECTION 3

                                 ADMINISTRATION.

                 (a) Power and  Authority  of the  Committee.  The Plan shall be
administered by the Board of Directors,  or, pursuant to resolution of the Board
of Directors,  a committee  consisting of at least two  non-employee  directors,
(the  "Committee").  Subject  to  the  express  provisions  of the  Plan  and to
applicable  law,  the  Committee  shall  have full power and  authority  to: (i)
designate  Participants;  (ii)  determine  the types of Options  (e.g.,  whether
Incentive  Stock Options or  Non-Qualified  Stock Options) to be granted to each
Participant  under the Plan;  (iii) determine the number of Shares to be covered
by each Option; (iv) determine the terms and conditions of any Option Agreement;
(v) amend the terms and  conditions of any Option  Agreement and  accelerate the
exercisability of Options covered  thereunder;  (vi) determine whether,  to what
extent and under what circumstances  Options may be exercised in cash, Shares or
other property, or canceled, forfeited or suspended; (vii) determine whether, to
what  extent and under  what  circumstances  Options  shall be  deferred  either
automatically or at the election of the holder thereof or the Committee;  (viii)
interpret  and  administer  the  Plan and any  instrument  or  Option  Agreement
relating to, or Option granted under the Plan; (ix) establish, amend, suspend or
waive  such  rules and  regulations  and  appoint  such  agents as it shall deem
appropriate  for the proper  administration  of the Plan; and (x) make any other
determination  and take any other action that the Committee  deems  necessary or
desirable  for  the  administration  of the  Plan.  Unless  otherwise  expressly
provided in the Plan,  all  designations,  determinations,  interpretations  and
other  decisions under or with respect to the Plan or any Option shall be within
the sole  discretion  of the  Committee,  may be made at any  time and  shall be
final, conclusive and binding upon any Participant, any holder or beneficiary of
any  Option  granted  under  the Plan and any  employee  of the  Company  or any
Affiliate.

                                    SECTION 4

                       AVAILABLE SHARES SUBJECT TO OPTION.

     (a) Shares  Available.  The total number of Shares for which Options may be
granted  pursuant to the Plan shall be  1,200,000  Shares of the Common Stock in
the aggregate, subject to adjustment as provided in

     Section  4(c).  If any  Shares  covered  by an Option or to which an Option
relates are not purchased or are forfeited,  or if an Option otherwise  expires,
then the  number  of  Shares  counted  against  the  aggregate  number of Shares
available under the Plan with respect to such Option,  to the extent of any such
forfeiture or termination, shall again be available for Options under the Plan.

     (b)  Accounting  for  Shares  Covered by an Option.  For  purposes  of this
Section  4, the number of Shares  covered  by an Option  shall be counted on the
date of grant of such Option  against the aggregate  number of Shares  available
for granting Options under the Plan.

     (c)  Adjustments.  In the event that the Committee shall determine that any
dividend  or other  distribution  (whether  in the form of cash,  Shares,  other
securities  or other  property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase  Shares or other  securities of the Company
or other similar rights to purchase Shares or other securities of the Company or
other similar  corporation  transaction  or event affects the Shares  subject to
Option  grants  under the Plan  such that an  adjustment  is  determined  by the
Committee to be appropriate  in order to prevent  dilution or enlargement of the
benefits or potential  benefits  intended to be made  available  under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of(i) the  number of Shares  which may  thereafter  be made the  subject  of
Options;  (ii) the number of Shares subject to outstanding Option awards;  (iii)
the purchase or exercise  price with respect to any Option,  provided,  however,
that the number of Shares  covered by an Option or to which such Option  relates
shall always be a whole number.

     (d) Incentive Stock Options.  Notwithstanding the foregoing,  the number of
Shares  available for granting  Incentive Stock Options under the Plan shall not
exceed 1,200,000,  subject to adjustment as provided in the Plan and Section 422
or 424 of the Code or any successor provisions.

                                    SECTION 5

                                  ELIGIBILITY

     Any Eligible  Person shall be eligible to be designated a  Participant.  In
determining  which Eligible Persons shall receive an Option and the terms of any
Option,  the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the  success  of the  Company or such other  factors  as the  Committee,  in its
discretion,  shall deem relevant.  Notwithstanding  the foregoing,  an Incentive
Stock Option may only be granted to fall or part-time  employees  (which term as
used herein includes,  without  limitation,  officers and directors who are also
employees) and an Incentive  Stock Option shall not be granted to an employee of
an Affiliate  unless such  Affiliate is also a "subsidiary  corporation"  of the
Company  within  the  meaning  of  Section  424(f) of the Code or any  successor
provision.

                                   SECTION 6

                                 OPTION AWARDS.
     The Committee is hereby  authorized to grant Options to  Participants  with
the following terms and conditions and with such additional terms and conditions
not  inconsistent  with  the  provisions  of the  Plan  as the  Committee  shall
determine:

     (i) Exercise  Price.  The  purchase  price per Share  purchasable  under an
Option  shall be  determined  by the  Committee,  provided,  however,  that such
purchase  price shall not be less than 100% of the Fair Market  Value of a Share
on the date of grant of such Option, provided further, however, that in the case
of an Incentive  Stock  Option  granted to a  Participant  who, at the time such
Option is  granted,  owns  Shares  of the  Company  or shares of any  subsidiary
corporation or parent  corporation of the Company which  possesses more than ten
percent (10%) of the total combined voting power of all classes of shares of the
Company or of any subsidiary  corporation  or parent  corporation of the Company
(hereinafter,  a "10% Shareholder"),  the purchase price for each Share shall be
such amount as the Committee in its best judgment shall determine to be not less
than one hundred ten  percent  (110%) of the Fair Market  Value per Share at the
date the Incentive Stock Option is granted.  In determining stock ownership of a
Participant  for any purposes under the Plan, the rules of Section 424(d) of the
Code shall be applied,  and the  Committee may rely on  representations  of fact
made to it by Participant and believed by it to be true.

     (ii) Option Term.  The term of each Option shall be fixed by the  Committee
which in any event shall not exceed a term often (10) years from the date of the
grant, provided, however, that the term of any Incentive Stock Option granted to
any 10%  Shareholder  shall not be exercisable  after the expiration of five (5)
years from the date such Incentive Stock option was granted.

     (iii) Maximum Grant of Incentive  Stock Options.  The aggregate Fair Market
Value  (determined on the date the Incentive  Stock Option is granted) of Shares
subject to an  Incentive  Stock  Option  (when first  exercisable)  granted to a
Participant by the Committee in any calendar year shall not exceed $100,000.

     (iv) Time and Method of Exercise.  Subject to the  provisions  of the Plan,
the  Committee  shall  determine  the time or times  at which an  Option  may be
exercised  in whole or in part and the method or methods by which,  and the form
or forms (including,  without limitation,  cash, Shares, promissory notes, other
securities,  other property,  or any combination  thereof,  having a Fair Market
Value on the  exercise  date  equal to the  relevant  exercise  price) in which,
payment of the exercise price with respect thereto may be made or deemed to have
been made.

     (v) Limits on Transfer of Options.  No Option  shall be  transferable  by a
Participant  otherwise than by will or by the laws of descent and  distribution;
provided,  however,  that, if so determined by the Committee, a Participant may,
in  the  manner  established  by  the  Committee,  designate  a  beneficiary  or
beneficiaries  to exercise the rights of the  Participant and receive any Shares
purchased  with  respect to any Option upon the death of the  Participant.  Each
Option  shall be  exercisable  during  the  Participant's  lifetime  only by the
Participant  or, if  permissible  under  applicable  law,  by the  Participant's
guardian  or legal  representative.  No Option or Shares  underlying  any Option
shall be pledged, alienated, attached or otherwise encumbered, and any purported
pledge,  alienation,  attachment  or  encumbrance  thereof  shall  be  void  and
unenforceable against the Company or any Affiliate.

     (vi) Restrictions: Securities Exchange Listing. All certificates for Shares
delivered  upon the exercise of Options  under the Plan shall be subject to such
stop transfer orders and other  restrictions as the Committee may deem advisable
under  the  Plan  or  the  rules,  regulations  and  other  requirements  of the
Securities  and  Exchange   Commission  and  any  applicable  federal  or  state
securities laws, and the Committee may cause a legend or legends to be placed on
such  certificates to make appropriate  reference to such  restrictions.  If the
Shares or other  securities are traded on a national  securities  exchange,  the
Company shall not be required to deliver any Shares  covered by an Option unless
and until  such  Shares  have  been  admitted  for  trading  on such  securities
exchange.

    (vii)  Termination of Employment.  (A) Upon termination of the employment or
consultancy,  as the case  may be,  of any  Participant,  an  Option  previously
granted to the Participant,  unless otherwise  specified by the Committee in the
Option,  shall,  to the extent not theretofore  exercised,  terminate and become
null and void, provided that:

     (a) If the  Participant  shall die while in the  employ of the  Company  or
during a period after termination of employment as specified in clause (b) below
and at a time when such Participant was entitled to exercise an Option as herein
provided,  the legal  representative  of such  Participant,  or such  Person who
acquired such Option by bequest or  inheritance or by reason of the death of the
Participant,  may, not later than one (1) year from the date of death,  exercise
such Option, to the extent not theretofore  exercised,  in respect of any or all
of such number of Shares as specified by the Committee in such Option; and

     (b) With respect to  Participants  who are employees,  if the employment of
any  employee to whom such Option  shall have been  granted  shall  terminate by
reason of the  Employee's  retirement  (at such age or upon such  conditions  as
shall be  specified  by the Board of  Directors),  disability  (as  described in
Section  22(e)(3) of the Code) or dismissal by the employer other than for cause
(as defined below),  and while such employee  Participants  entitled to exercise
such option as herein provided,  such employee  Participant shall have the right
to exercise such Option so granted, to the extent not theretofore exercised,  in
respect of any or all of such number of Shares as specified by the  Committee in
such Option,  at any time up to and  including  (i) twelve (12) months after the
date of such termination of employment.  In the event death occurs during the 12
month period after termination for any reason other than for cause, the time for
such optionee's  representative  to exercise such option shall extend to one (1)
year  from  date of  death of the  optionee.  (B) If a  Participant  voluntarily
terminates  his or her  employment  or  consultancy,  as the case may be,  or is
discharged  for cause,  any Option granted  hereunder  shall,  unless  otherwise
specified by the Committee in the Option,  forthwith  terminate  with respect to
any unexercised portion thereof

     (C) If an  Option  granted  hereunder  shall  be  exercised  by  the  legal
representative  of a  deceased  or  disabled  Participant,  or by a  person  who
acquired an Option granted hereunder by (13) bequest or inheritance or by reason
of  death  of any  such  person,  written  notice  of  such  exercise  shall  be
accompanied by a certified copy of letters  testamentary or equivalent  proof of
the right of such legal representative or other person to exercise such Option.

     (D) For all purposes of the Plan, the term "for cause" shall mean, (i) with
respect to a Participant  who is a party to a written  employment or consultancy
agreement  with the Company,  as the case may be, which contains a definition of
"for cause" or "cause" (or words of like import) for purposes of  termination of
employment or consultancy thereunder by the Company, "for cause" or ~~cause~~ as
defined in the most recent of such  agreements,  or (ii) in all other cases,  as
determined by the  Committee,  in its sole  discretion,  that one or more of the
following  has  occurred:  (W) any  failure by a  Participant  to  substantially
perform his or her employment or consultancy  duties,  as the case may be, which
shall not have been corrected  within thirty (30) days following  written notice
thereof,  (X) any engaging by such  Participant in misconduct or, in the case of
an officer  Participant,  any failure or refusal by such officer  Participant to
follow the  directions  of the Company's  Board of Directors or Chief  Executive
Officer of the Company which, in either case, is injurious to the Company or any
Affiliate,  (Y) any breach by a  Participant  of any  covenant  contained in the
instrument  pursuant  to which an Option is granted,  or (Z) such  Participant's
conviction of or entry of a plea of nolo contendere in respect of any felony, or
of a  misdemeanor  which  results  in or is  reasonably  expected  to  result in
economic or reputational injury to the Company or any of its Affiliates.

                                    SECTION 7

                     AMENDMENT AND TERMINATION: ADJUSTMENTS.

     Except to the extent  prohibited  by  applicable  law and unless  otherwise
expressly provided in an Option Agreement or in the Plan:

     (a)  Amendments  to the Plan.  The Board of  Directors  of the  Company may
amend, alter,  suspend,  discontinue or terminate the Plan;  provided,  however,
that,  notwithstanding  any other provision of the Plan or any Option Agreement,
without the  approval of the  stockholders  of the Company,  no such  amendment,
alteration,  suspension,  discontinuation  or  termination  shall be made  that,
absent such approval:

     (i) would cause Rule 16b-3 to become unavailable with respect to the Plan;

     (ii) would  violate the rules or  regulations  of any  national  securities
exchange  on  which  the  Shares  of the  Company  are  traded  or the  rules or
regulations  of the National  Association of Securities  Dealers,  Inc. that are
applicable to the Company; or

     (iii)  would  cause the  Company  to be  unable,  under the Code,  to grant
Incentive Stock Options under the Plan.

     (b) Amendments to Option Grants.  The Committee may waive any conditions or
rights of the Company  under any  outstanding  Option  grant,  prospectively  or
retroactively.  The  Committee may not amend,  alter,  suspend,  discontinue  or
terminate any outstanding Option grant, prospectively or retroactively,  without
the  consent of the  Participant  or holder or  beneficiary  thereof,  except as
otherwise herein provided.

     (c) Correction of Defects,  Omissions and  Inconsistencies.  The Committees
may correct any defect,  supply any omission or reconcile any  inconsistency  in
the Plan or any Option in the  manner and to the extent it shall deem  desirable
to carry the Plan into effect.

                                   SECTION 8

                      INCOME TAX WITHHOLDING: TAX BONUSES.

     (a)  Withholding.  In order to comply with all applicable  federal or state
income tax laws or  regulations,  the  Company  may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other  taxes,  which  are the sole and  absolute  responsibility  of a
Participant, are withheld or collected from such Participant. In order to assist
a  Participant  paying all or a portion  of the  federal  and state  taxes to be
withheld  or  collected  upon  exercise  of any Option,  the  Committee,  in its
discretion and subject to such additional  terms and conditions as it may adopt,
may permit the  Participant  to satisfy such tax  obligation  by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise  of any Option  with a Fair  Market  Value  equal to the amount of such
taxes or (ii)  delivering to the Company  Shares other than the Shares  issuable
upon  exercise of the  applicable  Option with a Fair Market  Value equal to the
amount of such taxes.  The election,  if any, must be made on or before the date
that the  amount of tax to be  withheld  is  determined.

     (b)  Tax  Bonuses.  The  Committee,  in  its  discretion,  shall  have  the
authority,  at the time of grant of any  Option  under  this Plan or at any time
thereafter,  to approve cash bonuses to designated  Participants to be paid upon
their  exercise in order to provide funds to pay all or a portion of federal and
state  taxes due as a result of such  exercise.  The  Committee  shall have lull
authority in its discretion to determine the amount of any such tax bonus.

                                    SECTION 9

                               GENERAL PROVISIONS.

     (a) No Rights to Option Grants.  No Eligible  Person,  Participant or other
Person shall have any claim to be granted an Option under the Plan, and there is
no obligation for uniformity of treatment of Eligible  Persons,  Participants or
holders  or  beneficiaries  of  Options  granted  under the Plan.  The terms and
conditions  of Options need not be the same with respect to any  Participant  or
with respect to different Participants.

     (b) Option  Agreements.  No  Participant  will have rights  under an Option
granted to such Participant unless and until an Option Agreement shall have been
duly executed on behalf of the Company.  Each Option  Agreement  shall set forth
the terms and conditions of any Option granted to a Participant  consistent with
the provisions of this Plan.

     (c) No Limit on Other Compensation  Arrangements.  Nothing contained in the
Plan shall prevent the Company or any  Affiliate  from adopting or continuing in
effect other or additional compensation arrangements,  and such arrangements may
be either generally applicable or applicable only in specific cases.

     (d) No Right to  Employment.  The grant of an Option shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any  Affiliate,  nor will it  affect in anyway  the right of the  Company  or an
Affiliate to terminate such  employment at any time,  with or without cause.  In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Option Agreement.

     (e) Governing Law. The validity, construction and effect of the Plan or any
Option granted  hereunder,  and any rules and  regulations  relating to the
Plan or any Option granted hereunder, shall be determined in accordance with the
laws of the State of Connecticut except to the extent preempted by Federal law.

     (1) Severability.  If any provision of the Plan or any Option is or becomes
or is deemed to be invalid,  illegal or  unenforceable  in any  jurisdiction  or
would  disqualify the Plan or any Option under any law deemed  applicable by the
Committee,  such  provision  shall be construed or deemed  amended to conform to
applicable laws, or if it cannot be so construed or deemed amended  without,  in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Option, such provision shall be stricken as to such jurisdiction
or Option,  and the  remainder  of the Plan or any Option  shall  remain in full
force and effect.

     (g) Section  Headings.  The section  headings  included herein are only for
convenience, and they shall have no effect on the interpretation of the Plan.

                                   SECTION 10

                           EFFECTIVE DATE OF THE PLAN.

     The Plan shall be effective on January 2, 1998 (the "Plan Effective Date"),
subject  to  approval  by  the  Company's   stockholders  within  one  (1)  year
thereafter.
                                   SECTION 11

                                TERM OF THE PLAN.
     Unless the Plan shall have been  discontinued  or terminated as provided in
Section  7(a),  the Plan shall  terminate on January 1, 2008. No Option shall be
granted after the termination of the Plan.  However,  unless otherwise expressly
provided  in  the  Plan  or  in  an  applicable  Option  Agreement,  any  Option
theretofore  granted  may extend  beyond the  termination  of the Plan,  and the
authority of the Committee  provided for hereunder  with respect to the Plan and
any Option grants, and the authority of the Board of Directors of the Company to
amend the Plan, shall extend beyond the termination of the Plan.

     IN WITNESS WHEREOF, this Plan has been executed at St. Petersburg,  Florida
on this 2nd day of January, 1998.

                             AN-CON GENETICS, INC.
By    ___/s/______________________
J. Robert Saron, President and Chief Executive Officer
An-Con Genetics, Inc.
                             a Delaware corporation

                           NON-STATUTORY STOCK OPTION

Name of Optionee                                           Date Option Granted

Address                                                    No. ________

         This  Agreement  ("Agreement")  is made as of the date set forth  above
between  An-Con  Genetics,   Inc.,  a  Delaware  corporation   (hereinafter  the
"Company"),  and the optionee named above (hereinafter  "Optionee").  The option
granted  by this  Agreement  is  designated  a  "Non-Statutory  Option"  granted
pursuant to the An-Con  Genetics,  Inc.,  1996  Non-Statutory  Stock Option Plan
dated __________________1996 (the "Plan").

     1. Grant of Option.  Pursuant to and subject to the terms and conditions of
the Agreement,  the Company grants to the Optionee, a consultant to the Company,
the right and option (the  "Option")  to purchase at $.75 per share on the terms
and  conditions   hereinafter  set  forth  all  or  any  part  of  an  aggregate
of________shares  (the "Shares") of the currently authorized and unissued Common
Stock, par value $.OO1 per share.  The Option shall be exercisable,  in whole or
in part,  during the period  commencing with the date on which it is granted and
ending on December 31, 1999.

        Nothing  contained  herein  shall be  construed to limit or restrict the
right of the  Company or a parent or  subsidiary  corporation  of the Company to
terminate the Optionee's services for the Company.

        2. Method of Exercise.  The Option may be exercised  pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the option is being  exercised,  together  with payment in full,  (a) in cash or
certified  check;  (b) or  acknowledgement  of  cancellation  of  the  Company's
indebtedness  to the optionee for services or otherwise;  or (c) any combination
of the foregoing. If requested by the Board of Directors,  prior to the delivery
of any  Shares,  the  Optionee  shall  supply  the  Board  of  Directors  with a
representation   that  the  Shares  are  not  being  acquired  with  a  view  to
distribution  and will be sold or otherwise  disposed of only in accordance with
applicable federal and state statutes, rules and regulations.

        As soon after the notice of exercise as the Company is  reasonably  able
to comply,  the company shall,  without  payment of any transfer or issue tax by
the  Optionee,  deliver to the  Optionee or any such other  person,  at the main
office of the  company or such other place as shall be  mutually  acceptable,  a
certificate or certificates  for the Shares being purchased upon exercise of the
Option.  Notwithstanding  the  foregoing,  the  Company  shall have the right to
postpone  the time of  delivery of the Shares for such period as may be required
for  it  with  reasonable  diligence  to  comply  with  any  applicable  listing
requirements of any national securities exchange or any federal,  state or local
law.  The  Optionee  may  exercise  the Option for less than the total number of
Shares  for  which  the  Option  is then  exercisable,  provided  that a partial
exercise  may not be for fewer  than 100  Shares,  unless the  remaining  shares
exercisable  under the  Option is for less than 100  Shares.  The  Option may be
exercisable for whole Shares only.

       3.  Termination  of  Option.   The  Option  shall  terminate  and  expire
immediately and in total at the expiration date of the option. In addition,  the
option shall automatically terminate upon the earlier of:

     (i)Upon termination of the optionee's employment with the Company for cause
(as defined under the Plan);

     (ii) At the  expiration of twelve (12) months from the date of  termination
of the optionee's  employment  with the Company for any other reason;  provided,
that if the optionee dies within such twelve-month period, subclause (iii) below
shall apply; or

     (iii) At the  expiration  of twelve (12) months  after the date of death of
the optionee.

         4.  Adjustments.  If there is any change in the  capitalization  of the
Company  affecting  in any manner the  number or kind of  outstanding  shares of
Common  Stock  of  the  Company,   whether  by  stock  dividend,   stock  split,
reclassification  or  recapitalization of such stock, or because the Company has
merged or  consolidated  with one or more other  corporations  (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid  therefor
shall be appropriately  adjusted by the Board of Directors;  provided,  however,
that in no event  shall  any  such  adjustment  result  in the  Company's  being
required to sell or issue any fractional  shares.  Any such adjustment  shall be
made  without  change  in  the  aggregate   purchase  price  applicable  to  the
unexercised  portion of the option,  but with an  appropriate  adjustment to the
price of each Share or other unit of security covered by this Option.

        5. Cessation of Corporate Existence. Notwithstanding any other provision
of this  Option,  upon  the  dissolution  or  liquidation  of the  Company,  the
reorganization,  merger  or  consolidation  of the  Company  with  one  or  more
corporations as a result of which the Company is not the surviving  corporation,
or the sale of  substantially  all the assets of the Company or of more than 50%
of the then  outstanding  stock of the Company to another  corporation  or other
entity, the option granted hereunder shall terminate;  provided,  however, that:
(i)  each  option  for  which  no  option  has been  tendered  by the  surviving
corporation in accordance  with all of the terms of provision  (ii)  immediately
below shall,  within five days before the effective date of such  dissolution or
liquidation,  merger or  consolidation or sale of assets in which the Company is
not the surviving  corporation or sale of stock,  become fully  exercisable;  or
(ii) in its sole and absolute  discretion,  the surviving  corporation  may, but
shall not be so  obligated  to,  tender to any  optionee,  an option to purchase
shares  of the  surviving  corporation,  and such new  option or  options  shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this option.

         6. Non-Transferability. The Option is not assignable or transferable by
the Optionee,  either voluntarily or by operation of law, otherwise than by will
or by the laws of  descent  and  distribution,  and is  exercisable,  during the
Optionee's lifetime,  only by the Optionee.  Upon any attempted transfer of this
Option  contrary to the  provisions  hereof,  the Board of Directors may, at its
discretion, terminate this option.

           7. No Stockholder  Rights.  The Optionee or other person  entitled to
exercise this option shall have no rights or  privileges  as a stockholder  with
respect to any Shares  subject  hereto  until the  Optionee  or such  person has
become the  holder of record of such  Shares,  and no  adjustment  (except  such
adjustment  as may be effected  pursuant to the  provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record  date is prior to the date on which the  optionee  or such  person
becomes the holder of record.

          8. Method of  Acceptance.  This Agreement is addressed to the optionee
in  duplicate  and shall not be  effective  until the  Optionee has executed the
acceptance  below and returned one copy to the  Company,  thereby  acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.

Executed by the Company as of this _____ day of _______________, 199__.

                              An-Con Genetics, Inc.
                             a Delaware corporation

                         By:____________________________

ACCEPTED:

("Optionee")

By:___________________                     ______________________________
                                           Date
Alfred V. Greco PLLC
                    A Professional Limited Liability Company
                                666 Fifth Avenue
                               New York, NY 10103
Alfred V. Greco                                             Tel.212/ 246 6550
Attorney at Law                                             Fax 212/ 582 0176

March 15, 2000

Securities & Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Attn: Section of Filings and Reports

         Re:      Bovie Medical Corporation (the "Company")
                  1998 Non-Statutory Stock Option Plan Form S-8

Gentlemen:

In connection with the filing of the above referenced  registration statement on
Form S-8 to render an opinion concerning  1,200,000 shares of common stock which
are  the  subject  of  said  registration  statement.  In  this  connection  the
undersigned  has  reviewed  the  Company's  Certificate  of  Incorporation,  its
By-Laws, minutes and other relevant documents of the corporation.

Based  upon  the  foregoing,  the  undersigned  is of the  opinion  that (a) the
Company's 1998 Non Statutory  Stock Option Plan was duly adopted by the Board of
Directors and ratified by Stockholders;  (b) 1,200,000 shares of common stock of
the  Company  having a par value $.001 per share have been duly  authorized  for
issuance pursuant to exercise of options under the Company's 1998  Non-Statutory
Stock Option Plan (the "Plan")  and,"Plan";  (c) upon exercise of options issued
pursuant to the Plan, and payment of consideration  therefor,  such shares, when
issued,  shall be validly issued,  fully paid and  non-assessable  shares of the
Company.

The  undersigned  consents  to the use of his name and the name of this  firm in
connection with the filing of the above referenced  registration  statement with
the Securities & Exchange Commission.

Very truly yours,

Alfred V Greco