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     <TITLE> BioSpecifics Technologies Corp.: Form S-8 - Prepared by TNT Filings
     Inc.</TITLE>
  
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  <B>As filed with the Securities and Exchange Commission on July 15, 2009 </B></P>
  
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  <B>Registration No. 333-</B></P>
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  <B><font size="5">UNITED STATES </font> </B><font size="5"><BR>
  </font>
  <B><font size="5">SECURITIES AND EXCHANGE COMMISSION</font></B><BR>
  <B>Washington, D.C. 20549 </B><BR>
  </P>
  <P align="center">
  <B><font size="5">FORM S-8<br>
  </font>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B></P>
  <P align="center">
  <B><font size="6">BIOSPECIFICS TECHNOLOGIES CORP.<br>
  </font></B>(Exact name of registrant as specified in its Charter)<BR>
  </P>
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  <B>Delaware</B>
  	</TD>
  	<TD width=701 align=center>
  <B>11-3054851</B>
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  	<TD align=center width="700">
  (State or other jurisdiction of incorporation or organization)
  	</TD>
  	<TD width=701 align=center>
  (I.R.S. Employer Identification No.)
  	</TD>
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  <P align="center">
  <B>35 Wilbur Street </B><BR>
  <B>Lynbrook, NY 11563</B> <BR>
  (Address of Principal Executive Offices including Zip Code)<BR>
  </P>
  <P align="center">
  <B>AMENDED AND RESTATED BIOSPECIFICS TECHNOLOGIES CORP. 2001 STOCK OPTION PLAN
  <br>
  </B>(Full title of the plan) </P>
  <P align="center">
  <B>Thomas L. Wegman, President </B><BR>
  <B>BioSpecifics Technologies Corp. </B><BR>
  <B>35 Wilbur Street </B><BR>
  <B>Lynbrook, NY 11563 </B><BR>
  (Name and address of agent for service)<B> </B><BR>
  <B>(516) 593-7000</B> <BR>
  (Telephone Number, including area code, of agent for service)<BR>
  </P>
  <P align="justify">
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of &#147;large accelerated filer,&#148; &#147;accelerated filer&#148; and
  &#147;smaller reporting company&#148; in Rule 12b-2 of the Exchange Act.</P>
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    <tr>
      <td width="50%"><font size="2">Large accelerated filer </font>
      <font face="Wingdings 2" size="2">&#163;</font></td>
      <td width="50%"><font size="2">Accelerated filer&nbsp; </font>
      <font face="Wingdings 2" size="2">&#163;</font></td>
    </tr>
    <tr>
      <td width="50%"><font size="2">Non-accelerating filer&nbsp; </font>
      <font face="Wingdings 2" size="2">&#163;</font><font size="2">&nbsp;&nbsp;&nbsp;
      (Do not check if a smaller reporting company) </font>
      </td>
      <td width="50%"><font size="2">Smaller reporting company&nbsp; </font>
      <font face="Wingdings" size="2">x</font></td>
    </tr>
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  <font size="2"><br>
  &nbsp;<B>CALCULATION OF REGISTRATION FEE</B> </font>
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  <font size="2">&nbsp;
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  <font size="2">&nbsp;
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  	<TD width=280 align=center style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1; font-size:10pt; font-family:Times New Roman">
  Proposed
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  Proposed
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  &nbsp; </font>
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  <font size="2">&nbsp;
  	</TD>
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  <font size="2">&nbsp;
  	</TD>
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  maximum
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  maximum
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  &nbsp; </font>
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  <font size="2">Title of securities
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  <font size="2">Amount to be
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  offering price per
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  aggregate
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  Amount of </font>
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  <font size="2">to be registered<SUP>(1)</SUP>
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  <font size="2">registered<SUP>(2)</SUP>
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  share<SUP>(3)</SUP>
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  offering price<SUP>(3)</SUP>
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  registration fee<SUP>(4)</SUP> </font>
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  <font size="2">Common stock, &#36;0.001
  	</TD>
  	<TD width=280 align=center style="border-bottom: 1px solid #000000; border-left-style:solid; border-left-width:1; border-right-style:solid; border-right-width:1; font-size:10pt; font-family:Times New Roman" bgcolor="#E9F1F8">
  <font size="2">300,000
  	</TD>
  	<TD width=280 align=center style="border-bottom: 1px solid #000000; border-left-style:solid; border-left-width:1; border-right-style:solid; border-right-width:1; font-size:10pt; font-family:Times New Roman" bgcolor="#E9F1F8">
  &#36;24.00
  	</TD>
  	<TD width=280 align=center style="border-bottom: 1px solid #000000; border-left-style:solid; border-left-width:1; border-right-style:solid; border-right-width:1; font-size:10pt; font-family:Times New Roman" bgcolor="#E9F1F8">
  &#36;7,200,000
  	</TD>
  	<TD width=281 align=center style="border-bottom: 1px solid #000000; border-left-style:solid; border-left-width:1; border-right-style:solid; border-right-width:1; font-size:10pt; font-family:Times New Roman" bgcolor="#E9F1F8">
  &#36;401.76 </font>
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  <P align="justify">
  (1) This registration statement (the &#147;Registration Statement&#148;) covers shares of common stock, &#36;0.001 par value (the &#147;Common Stock&#148;), of BioSpecifics Technologies Corp. (the &#147;Company&#148; or the &#147;Registrant&#148;)
  which may be offered and sold from time to time pursuant to the Amended and Restated BioSpecifics Technologies Corp. 2001 Stock Option Plan (the &#147;Plan&#148;). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
  &#147;Securities Act&#148;), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends, recapitalizations or similar transactions in accordance
  with the anti-dilution provisions of the Plan. </P>
  <P align="justify">
  (2) This amount represents a 300,000 share increase in the number of shares of the Company&#146;s Common Stock authorized for issuance under the BioSpecifics Technologies Corp. 2001 Stock Option Plan.</P>
  <P align="justify">
  (3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices for shares of the Company&#146;s
  Common stock on July 13, 2009, as reported on The NASDAQ Global Market. </P>
  <P align="justify">
  (4) Calculated pursuant to Section 6(b) of the Securities Act, as follows: &#36;55.80 per &#36;1,000,000 of proposed maximum aggregate offering price. </P>
  
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  <B>EXPLANATORY NOTE</B><BR>
  </P>
  <P align="justify">
  This Registration Statement on Form S-8 is filed by the Company to register 300,000 additional shares of the Company&#146;s Common Stock under the Company&#146;s Amended and Restated 2001 Stock Option Plan (the &#147;Plan&#148;). The shares are in
  addition to the 1,750,000 shares of Common Stock registered on the Company&#146;s registration statement on Form S-8 filed on October 5, 2007 (File No. 333-146535) (the &#147;Prior Registration Statement&#148;). The additional shares are to be
  issued pursuant to the Plan, which was approved by the Company&#146;s Board of Directors on April 23, 2009 and by the Company&#146;s stockholders on June 17, 2009.</P>
  <P align="justify">
  The Registration relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding the registration of additional securities. Pursuant
  to General Instruction E, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.</P>
  <P align="center">
  <B>PART I</B><BR>
  </P>
  <P align="center">
  <B>INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B></P>
  <P align="justify">
  <B>ITEM 1.</B><BR>
  </P>
  <P align="justify" style="margin-left: 45pt; margin-top: -25.5pt">
  <B>Plan Information.</B><BR>
  </P>
  <P align="justify" style="text-indent: 35pt">
   The information required by Item 1 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the &#147;Securities Act&#148;).</P>
  <P align="justify">
  <B>ITEM 2.</B><B> </B> </P>
  <P align="justify" style="margin-left: 45pt; margin-top: -25.5pt">
  <B>Registrant Information and Employee Plan Annual Information.</B> </P>
  <P align="justify" style="text-indent: 35pt">
   The written statement required by Item 2 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act. </P>
  <P align="center">
  <B>PART II</B><BR>
  </P>
  <P align="center">
  <B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>
  <P align="justify">
  <B>ITEM 3.</B><B> </B></P>
  <P align="justify" style="margin-left: 45pt; margin-top: -25.5pt">
  <B>Incorporation of Documents by Reference. </B></P>
  <P align="justify" style="text-indent: 35pt">
  The following documents previously filed with the Securities and Exchange Commission (the &#147;Commission&#148;) pursuant to the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), are
  incorporated by reference in this Registration Statement (other than, in each case, documents or information deemed to be furnished and not filed in accordance with Commission rules): </P>
  <P align="justify">
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) </P>
  <P align="justify" style="text-indent: 45pt; margin-top: -25.5pt">
  Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
  filed with the Commission on March 31, 2009; </P>
  <P align="justify">
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) </P>
  <P align="justify" style="text-indent: 45pt; margin-top: -25.5pt">
  Our Quarterly Report on Form 10-Q for quarter ended March 31, 2009, filed with
  the Commission on May12, 2009; and </P>
  <P align="justify">
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) </P>
  <P align="justify" style="text-indent: 45pt; margin-top: -25.5pt">
  The description of our common stock, par value $0.001 per share, contained in
  our Registration Statement on Form 8-A, filed with the Commission on January 6,
  2009 including any amendments or reports filed for the purpose of updating such
  description. </P>
  <P align="justify" style="text-indent: 35pt">
  In addition, all documents that we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing
  of such documents. </P>
  
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  Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be a part of this Registration Statement shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference or deemed to be a part of this Registration
  Statement modifies or supersedes such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be a part of this Registration Statement after the most recent effective date may modify or replace
  existing statements contained in this Registration Statement. In either case, any statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement except as so modified or superseded. </P>
  <P align="justify">
  <B>ITEM 4.</B><BR>
  </P>
  <P align="justify" style="margin-left: 45pt; margin-top: -25.5pt">
  <B>Description of Securities.</B><BR>
  </P>
  <P align="justify" style="text-indent: 35pt">
  Not applicable.<BR>
  </P>
  <P align="justify">
  <B>ITEM 5.</B><B> </B></P>
  <P align="justify" style="margin-left: 45pt; margin-top: -25.5pt">
  <B>Interests of Named Experts and Counsel.</B></P>
  <P align="justify" style="text-indent: 35pt">
  Not applicable.</P>
  <P align="justify">
  <B>ITEM 6.</B><B> </B></P>
  <P align="justify" style="margin-left: 45pt; margin-top: -25.5pt">
  <B>Indemnification of Directors and Officers.</B></P>
  <P align="justify" style="text-indent: 35pt">
  Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary
  duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation
  of Delaware corporate law or obtained an improper personal benefit. The Registrant&#146;s certificate of incorporation, as amended, provides that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages
  for any breach of fiduciary duty as a director, provided that such liability is not eliminated or limited (i) for any breach of the director&#146;s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith
  or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.</P>
  <P align="justify" style="text-indent: 35pt">
  Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at
  the request of the corporation in related capacities against expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding
  to which he is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such
  person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of
  the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper. </P>
  <P align="justify" style="text-indent: 35pt">
  The Registrant&#146;s Amended and Restated By-laws authorize and require the Registrant&#146;s indemnification of its directors, officers, employees and agents to the fullest extent permitted by the General Corporation Law of Delaware, as
  amended from time to time.  The Registrant&#146;s Amended and Restated By-laws provide that the Registrant will<B> </B>indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit
  or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Registrant, or
  is or was serving, or has agreed to serve, at the request of the Registrant, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise
  (including any employee benefit plan) (all such persons being referred to hereafter as an &#147;Indemnitee&#148;), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys&#146;
  fees), judgments, fines and amounts paid in settlement actually and
  reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The Registrant&#146;s Amended and Restated By-laws further provide that the Registrant
  will indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that
  Indemnitee is or was, or has agreed to become, a director or officer of the Registrant, or is or was serving, or has agreed to serve, at the request of the Registrant, as a director, officer, partner, employee or trustee of, or in a similar capacity
  with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including
  attorneys&#146; fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in
  good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Registrant, except that no indemnification shall be made with respect to any claim, issue or matter as to which Indemnitee shall
  have been adjudged to be liable to the Registrant, unless, and only to the extent, that the Court of Chancery of Delaware, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of such
  liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorneys&#146; fees) which the Court of Chancery of Delaware, or the court in which such action or
  suit was brought, shall deem proper.  Notwithstanding the foregoing, to the extent that an Indemnitee 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, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including attorneys&#146; fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith. </P>
  
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  <P align="justify" style="text-indent: 35pt">
   The Registrant&#146;s Amended and Restated By-laws also provide that the Registrant may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Registrant or another corporation,
  partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Registrant would have
  the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware. The registrant maintains a general liability insurance policy which covers certain liabilities of directors and officers of the
  registrant arising out of claims based on acts or omissions in their capacities as directors or officers. </P>
  <P align="justify">
  <B>ITEM 7.</B><B> </B></P>
  <P align="justify" style="margin-left: 45pt; margin-top: -25.5pt">
  <B>Exemption from Registration Claimed. </B></P>
  <P align="justify" style="text-indent: 35pt">
  Not Applicable. </P>
  <P align="justify">
  <B>ITEM 8.</B><B> </B></P>
  <P align="justify" style="margin-left: 45pt; margin-top: -25.5pt">
  <B>Exhibits. </B></P>
  <P align="justify" style="text-indent: 35pt">
  The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.</P>
  <P align="justify">
  <B>ITEM 9.</B><BR>
  </P>
  <P align="justify" style="margin-left: 35pt; margin-top: -25.5pt">
  &nbsp;</P>
  <P align="justify" style="margin-left: 45pt; margin-top: -25.5pt">
  <B>Undertakings.</B><BR>
  </P>
  <P align="justify" style="text-indent: 35pt">
  The undersigned Registrant hereby undertakes:<BR>
  </P>
  <P align="justify" style="text-indent: 35pt">
  (1)&nbsp;&nbsp; To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: </P>
  <TABLE BCLLIST style="font-size:10pt;border-color:black;border-collapse:collapse;" cellpadding="0" cellspacing="0" width="100%" border="0">
  <TR>
  	<TD width=5% valign=top>
  &nbsp;</TD>
  	<TD width=5% valign=top align="center">
  (i) 	</TD>
  	<TD>
  <P align="justify">To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;</P>
  	</TD>
  </TR>
  <TR><TD>&nbsp;</TD><TD align="center">&nbsp;</TD><TD>&nbsp;</TD></TR><TR>
  	<TD width=5% valign=top>
  &nbsp;</TD>
  	<TD width=5% valign=top align="center">
  (ii) 	</TD>
  	<TD>
  <P align="justify">To reflect in the prospectus any facts or events arising after the effective date of the
  Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement; and </P>
  	</TD>
  </TR>
  <TR>
  	<TD width=5% valign=top>
  &nbsp;</TD>
  	<TD width=5% valign=top align="center">
  &nbsp;</TD>
  	<TD>
  &nbsp;</TD>
  </TR>
  <TR>
  	<TD width=5% valign=top>
  &nbsp;</TD>
  	<TD width=5% valign=top align="center">
  (iii) 	</TD>
  	<TD>
  &nbsp;To include any material information with respect to the plan of distribution
  not previously disclosed in the Registration Statement or any material change to
  such information in the Registration Statement;
  	</TD>
  </TR>
  <TR>
  	<TD width=5% valign=top>
  &nbsp;</TD>
  	<TD width=5% valign=top align="center">
  &nbsp;</TD>
  	<TD>
  &nbsp;</TD>
  </TR>
  </TABLE>
  
  <HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">
  
  
  
  
  <A name="page_5"></A>
  
  <P align="justify" style="text-indent: 35pt">
  provided, however, that paragraphs (1)(i) and (1)(ii) of this section shall not
  apply if the information required to be included in a post-effective amendment
  by those clauses is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to section 13 or section 15(d) of the
  Exchange Act that are incorporated by reference into this Registration
  Statement. </P>
  
  <P align="justify" style="text-indent: 35pt">
  (2)&nbsp;&nbsp; That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </P>
  <P align="justify" style="text-indent: 35pt">
  (3)&nbsp;&nbsp; To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. </P>
  <P align="justify" style="text-indent: 35pt">
  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant&#146;s annual report pursuant to section 13(a) or section
  15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </P>
  <P align="justify" style="text-indent: 35pt">
  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. </P>
  
  <HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">
  
  
  
  
  <A name="page_6"></A>
  
  <P align="center">
  <B>EXHIBIT INDEX</B><BR>
  <BR>
  </P>
  <TABLE BCLLIST style="font-size:10pt;border-color:black;border-collapse:collapse;" cellpadding="0" cellspacing="0" width="100%" border="0" height="209">
  <TR>
  	<TD width=5% valign=top style="border-right-style: none; border-right-width: medium; border-bottom-style: solid; border-bottom-width: 1" height="16">
  <B>Exhibit</B></TD>
  	<TD style="border-style: none; border-width: medium" height="16" width="2%">
  	</TD>
  	<TD style="border-left-style: none; border-left-width: medium; border-bottom-style: solid; border-bottom-width: 1" height="16">
  <B>Description</B></TD>
  </TR>
  <TR>
  	<TD width=5% valign=top style="border-right-style: none; border-right-width: medium; border-left-style:none; border-left-width:medium; border-bottom-style:none; border-bottom-width:medium" height="16">
      </TD>
  	<TD style="border-style: none; border-width: medium" height="15" width="2%">
      </TD>
  	<TD style="border-left-style: none; border-left-width: medium; border-right-style:none; border-right-width:medium; border-bottom-style:none; border-bottom-width:medium" height="16">
  	</TD>
  </TR>
  <TR>
  	<TD width=5% valign=top style="border-style:none; border-width:medium; " bgcolor="#E9F1F8" height="16">
  4.1 	</TD>
  	<TD style="border-style: none; border-width: medium" bgcolor="#E9F1F8" height="15" width="2%">
  &nbsp;</TD>
  	<TD style="border-style:none; border-width:medium; " bgcolor="#E9F1F8" height="16">
  <P align="justify">Amended and Restated BioSpecifics Technologies Corp. 2001 Stock Option Plan (and incorporated by reference to Appendix D to the Registrant&#146;s Definitive Proxy Statement filed with the SEC on April 30, 2009).</P>
  	</TD>
  </TR>
  <TR>
    <TD bgcolor="#E9F1F8" height="15" style="border-top-style: none; border-top-width: medium">&nbsp;</TD>
    <TD style="border-top-style: none; border-top-width: medium" bgcolor="#E9F1F8" height="15" width="2%">&nbsp;</TD>
    <TD bgcolor="#E9F1F8" height="15" style="border-top-style: none; border-top-width: medium">&nbsp;</TD></TR><TR>
  	<TD width=5% valign=top height="15">
  4.2 	</TD>
  	<TD height="15" width="2%">
  	</TD>
  	<TD height="15">
  <P align="justify">Rights Agreement dated as of May 14, 2002 (incorporated by reference to Exhibit 1 to the Registrant&#146;s Form 8-A filed with the SEC on May 30, 2002).</P>
  	</TD>
  </TR>
  <TR><TD height="15"></TD><TD height="15" width="2%"></TD><TD height="15"></TD></TR><TR>
  	<TD width=5% valign=top bgcolor="#E9F1F8" height="15">
  4.3 	</TD>
  	<TD bgcolor="#E9F1F8" height="15" width="2%">
  &nbsp;</TD>
  	<TD bgcolor="#E9F1F8" height="15">
  <P align="justify">Amendment No.1 to Rights Agreement, dated June 19, 2003 (incorporated by reference to Exhibit 10.19 of the Registrant&#146;s Form 10-KSB filed with the SEC on March 2, 2007).</P>
  	</TD>
  </TR>
  <TR><TD bgcolor="#E9F1F8" height="15">&nbsp;</TD>
    <TD bgcolor="#E9F1F8" height="15" width="2%">&nbsp;</TD>
    <TD bgcolor="#E9F1F8" height="15">&nbsp;</TD></TR><TR>
  	<TD width=5% valign=top height="15">
  <a href="biospecs071409exh51.htm" style="text-decoration: none">5.1 </a> 	</TD>
  	<TD height="15" width="2%">
  	</TD>
  	<TD height="15">
  <P align="justify">
  <a href="biospecs071409exh51.htm" style="text-decoration: none">Opinion of Bingham McCutchen LLP.</a></P>
  	</TD>
  </TR>
  <TR><TD height="15"></TD><TD height="15" width="2%"></TD><TD height="15"></TD></TR><TR>
  	<TD width=5% valign=top bgcolor="#E9F1F8" height="15">
  <a href="biospecs071409exh231.htm" style="text-decoration: none">23.1 </a> 	</TD>
  	<TD bgcolor="#E9F1F8" height="15" width="2%">
  &nbsp;</TD>
  	<TD bgcolor="#E9F1F8" height="15">
  <P align="justify">
  <a href="biospecs071409exh231.htm" style="text-decoration: none">Consent of Tabriztchi &amp; Co., CPA, P.C.</a></P>
  	</TD>
  </TR>
  <TR><TD bgcolor="#E9F1F8" height="15">&nbsp;</TD>
    <TD bgcolor="#E9F1F8" height="15" width="2%">&nbsp;</TD>
    <TD bgcolor="#E9F1F8" height="15">&nbsp;</TD></TR><TR>
  	<TD width=5% valign=top height="15">
  <a href="biospecs071409exh51.htm" style="text-decoration: none">23.2 </a> 	</TD>
  	<TD height="15" width="2%">
  	</TD>
  	<TD height="15">
  <P align="justify">
  <a href="biospecs071409exh51.htm" style="text-decoration: none">Consent of Bingham McCutchen LLP (included in Exhibit 5.1).</a></P>
  	</TD>
  </TR>
  <TR><TD height="15"></TD><TD height="15" width="2%"></TD><TD height="15"></TD></TR><TR>
  	<TD width=5% valign=top bgcolor="#E9F1F8" height="13">
  <a href="#POWER OF ATTORNEY" style="text-decoration: none">24.1 </a> 	</TD>
  	<TD bgcolor="#E9F1F8" height="13" width="2%">
  &nbsp;</TD>
  	<TD bgcolor="#E9F1F8" height="13">
  <P align="justify"><a href="#POWER OF ATTORNEY" style="text-decoration: none">Power of Attorney (included on the Signature Page to this Registration Statement).</a></P>
  	</TD>
  </TR>
  <TR>
  	<TD width=5% valign=top bgcolor="#E9F1F8" height="13">
  &nbsp;</TD>
  	<TD bgcolor="#E9F1F8" height="13" width="2%">
  &nbsp;</TD>
  	<TD bgcolor="#E9F1F8" height="13">
  &nbsp;</TD>
  </TR>
  </TABLE>
  <BR>
  <HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">
  
  
  
  
  <A name="page_7"></A>
  
  <P align="center">
  <B>SIGNATURES</B><BR>
  </P>
  <P align="justify" style="text-indent: 35pt">
  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lynbrook, State of New York, on this 15th day of July, 2009.
  <br>
  <BR>
  </P>
  <div align="right">
  <TABLE style="font-size:10pt;border-color:black;border-collapse:collapse;" cellpadding="0" cellspacing="0" width="50%" border="0"><TR valign="top">
  	<TD align=left width="17%" colspan="2">
  BIOSPECIFICS TECHNOLOGIES CORP.</TD>
  </TR>
    <TR valign="top">
  	<TD align=left width="2%">
  &nbsp;</TD>
  	<TD width=15% align=left>
  &nbsp;</TD>
  </TR>
    <TR valign="top">
  	<TD align=left width="2%">
  By
  	</TD>
  	<TD width=15% align=left>
  <U>/s/ Thomas L. Wegman</U>____________________
  	</TD>
  </TR>
  <TR valign="top">
  	<TD align=left width="2%">
  &nbsp;
  	</TD>
  	<TD width=15% align=left>
  Thomas L. Wegman
  	</TD>
  </TR>
  <TR valign="top">
  	<TD align=left width="2%">
  &nbsp;
  	</TD>
  	<TD width=15% align=left>
  President
  	</TD>
  </TR>
  </TABLE>
  </div>
  <P align="center">
  <B><a name="POWER OF ATTORNEY">POWER OF ATTORNEY</a></B><BR>
  </P>
  <P align="justify" style="text-indent: 35pt">
  Each person whose signature appears below constitutes and appoints Thomas L. Wegman and Carl A. Valenstein, acting singly, 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 other documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, acting singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. </P>
  <P align="justify" style="text-indent: 35pt">
  Pursuant to the requirements of the Securities Act, this Registration Statement
  has been signed by the following persons in the capacities indicated on July 15,
  2009. </P>
  <div align="right">
    <table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="50%" id="AutoNumber1">
      <tr>
        <td width="100%"><font size="2"><u>/s/ Thomas L. Wegman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <BR>
  Thomas L. Wegman <BR>
  Principal Executive Officer, Principal Financial Officer,<BR>
  President and Director <br>
        <BR>
        <u>/s/ Paul A. Gitman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <BR>
  Paul A. Gitman <BR>
  Director <br>
        <BR>
  <U>/s/ Michael Schamroth&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp; </U> <BR>
  Michael Schamroth <BR>
  Director<br>
        <BR>
  <U>/s/ Henry Morgan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp; </U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <BR>
  Henry Morgan <BR>
  Director<br>
        <BR>
  <U>/s/ Matthew Geller&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <BR>
  Matthew Geller <BR>
  Director <br>
        <BR>
  <U>/s/ Mark Wegman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U>&nbsp;<BR>
  Mark Wegman <BR>
  Director <br>
        <BR>
  <U>/s/ Toby Wegman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp; </U> <BR>
  Toby Wegman <BR>
  Director </font></td>
      </tr>
    </table>
  </div>
  <P align="justify">
  <BR>
  </P>
  
  <hr noshade size="5" color="black">
  
  
  
  
  <A name="page_8"></A>
  
  
  
  
  <A name="page_10"></A>
  
  
  </BODY>
  
  </HTML>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "biospecs071409s8.htm", "description": "FORM S-8", "secsgml_size_bytes": 41926}]
metadata_filer: {"company-data": {"conformed-name": "BIOSPECIFICS TECHNOLOGIES CORP", "cik": "0000875622", "assigned-sic": "2834", "irs-number": "113054851", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-160583", "film-number": "09945385"}, "business-address": {"street1": "35 WILBUR ST", "city": "LYNBROOK", "state": "NY", "zip": "11563", "phone": "5165937000"}, "mail-address": {"street1": "35 WILBUR STREET", "city": "LYNBROOK", "state": "NY", "zip": "11563"}}
text: BioSpecifics Technologies Corp.: Form S-8 - Prepared by TNT Filings
     Inc.
  As filed with the Securities and Exchange Commission on July 15, 2009
  Registration No. 333-
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  FORM S-8
  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  BIOSPECIFICS TECHNOLOGIES CORP.
  (Exact name of registrant as specified in its Charter)
  Delaware
  11-3054851
  (State or other jurisdiction of incorporation or organization)
  (I.R.S. Employer Identification No.)
  35 Wilbur Street
  Lynbrook, NY 11563
  (Address of Principal Executive Offices including Zip Code)
  AMENDED AND RESTATED BIOSPECIFICS TECHNOLOGIES CORP. 2001 STOCK OPTION PLAN
  (Full title of the plan)
  Thomas L. Wegman, President
  BioSpecifics Technologies Corp.
  35 Wilbur Street
  Lynbrook, NY 11563
  (Name and address of agent for service)
  (516) 593-7000
  (Telephone Number, including area code, of agent for service)
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and
  "smaller reporting company" in Rule 12b-2 of the Exchange Act.
  Large accelerated filer
  £
  Accelerated filer
  £
  Non-accelerating filer
  £
  (Do not check if a smaller reporting company)
  Smaller reporting company
  x
  CALCULATION OF REGISTRATION FEE
  Proposed
  Proposed
  maximum
  maximum
  Title of securities
  Amount to be
  offering price per
  aggregate
  Amount of
  to be registered
  (1)
  registered
  (2)
  share
  (3)
  offering price
  (3)
  registration fee
  (4)
  Common stock, $0.001
  300,000
  $24.00
  $7,200,000
  $401.76
  (1) This registration statement (the "Registration Statement") covers shares of common stock, $0.001 par value (the "Common Stock"), of BioSpecifics Technologies Corp. (the "Company" or the "Registrant")
  which may be offered and sold from time to time pursuant to the Amended and Restated BioSpecifics Technologies Corp. 2001 Stock Option Plan (the "Plan"). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
  "Securities Act"), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends, recapitalizations or similar transactions in accordance
  with the anti-dilution provisions of the Plan.
  (2) This amount represents a 300,000 share increase in the number of shares of the Company's Common Stock authorized for issuance under the BioSpecifics Technologies Corp. 2001 Stock Option Plan.
  (3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices for shares of the Company's
  Common stock on July 13, 2009, as reported on The NASDAQ Global Market.
  (4) Calculated pursuant to Section 6(b) of the Securities Act, as follows: $55.80 per $1,000,000 of proposed maximum aggregate offering price.
  EXPLANATORY NOTE
  This Registration Statement on Form S-8 is filed by the Company to register 300,000 additional shares of the Company's Common Stock under the Company's Amended and Restated 2001 Stock Option Plan (the "Plan"). The shares are in
  addition to the 1,750,000 shares of Common Stock registered on the Company's registration statement on Form S-8 filed on October 5, 2007 (File No. 333-146535) (the "Prior Registration Statement"). The additional shares are to be
  issued pursuant to the Plan, which was approved by the Company's Board of Directors on April 23, 2009 and by the Company's stockholders on June 17, 2009.
  The Registration relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding the registration of additional securities. Pursuant
  to General Instruction E, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
  PART I
  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  ITEM 1.
  Plan Information.
  The information required by Item 1 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  ITEM 2.
  Registrant Information and Employee Plan Annual Information.
  The written statement required by Item 2 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.
  PART II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  ITEM 3.
  Incorporation of Documents by Reference.
  The following documents previously filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
  incorporated by reference in this Registration Statement (other than, in each case, documents or information deemed to be furnished and not filed in accordance with Commission rules):
  (a)
  Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
  filed with the Commission on March 31, 2009;
  (b)
  Our Quarterly Report on Form 10-Q for quarter ended March 31, 2009, filed with
  the Commission on May12, 2009; and
  (c)
  The description of our common stock, par value $0.001 per share, contained in
  our Registration Statement on Form 8-A, filed with the Commission on January 6,
  2009 including any amendments or reports filed for the purpose of updating such
  description.
  In addition, all documents that we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing
  of such documents.
  Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be a part of this Registration Statement shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference or deemed to be a part of this Registration
  Statement modifies or supersedes such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be a part of this Registration Statement after the most recent effective date may modify or replace
  existing statements contained in this Registration Statement. In either case, any statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement except as so modified or superseded.
  ITEM 4.
  Description of Securities.
  Not applicable.
  ITEM 5.
  Interests of Named Experts and Counsel.
  Not applicable.
  ITEM 6.
  Indemnification of Directors and Officers.
  Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary
  duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation
  of Delaware corporate law or obtained an improper personal benefit. The Registrant's certificate of incorporation, as amended, provides that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages
  for any breach of fiduciary duty as a director, provided that such liability is not eliminated or limited (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith
  or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.
  Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at
  the request of the corporation in related capacities against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding
  to which he is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such
  person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of
  the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.
  The Registrant's Amended and Restated By-laws authorize and require the Registrant's indemnification of its directors, officers, employees and agents to the fullest extent permitted by the General Corporation Law of Delaware, as
  amended from time to time.  The Registrant's Amended and Restated By-laws provide that the Registrant will
  indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit
  or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Registrant, or
  is or was serving, or has agreed to serve, at the request of the Registrant, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise
  (including any employee benefit plan) (all such persons being referred to hereafter as an "Indemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and
  reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The Registrant's Amended and Restated By-laws further provide that the Registrant
  will indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that
  Indemnitee is or was, or has agreed to become, a director or officer of the Registrant, or is or was serving, or has agreed to serve, at the request of the Registrant, as a director, officer, partner, employee or trustee of, or in a similar capacity
  with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including
  attorneys' fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in
  good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Registrant, except that no indemnification shall be made with respect to any claim, issue or matter as to which Indemnitee shall
  have been adjudged to be liable to the Registrant, unless, and only to the extent, that the Court of Chancery of Delaware, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of such
  liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorneys' fees) which the Court of Chancery of Delaware, or the court in which such action or
  suit was brought, shall deem proper.  Notwithstanding the foregoing, to the extent that an Indemnitee 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, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including attorneys' fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith.
  The Registrant's Amended and Restated By-laws also provide that the Registrant may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Registrant or another corporation,
  partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Registrant would have
  the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware. The registrant maintains a general liability insurance policy which covers certain liabilities of directors and officers of the
  registrant arising out of claims based on acts or omissions in their capacities as directors or officers.
  ITEM 7.
  Exemption from Registration Claimed.
  Not Applicable.
  ITEM 8.
  Exhibits.
  The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
  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 of 1933;
  (ii)
  To reflect in the prospectus any facts or events arising after the effective date of the
  Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement; and
  (iii)
  To include any material information with respect to the plan of distribution
  not previously disclosed in the Registration Statement or any material change to
  such information in the Registration Statement;
  provided, however, that paragraphs (1)(i) and (1)(ii) of this section shall not
  apply if the information required to be included in a post-effective amendment
  by those clauses is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to section 13 or section 15(d) of the
  Exchange Act that are incorporated by reference into this Registration
  Statement.
  (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
  (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section
  15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
  EXHIBIT INDEX
  Exhibit
  Description
  4.1
  Amended and Restated BioSpecifics Technologies Corp. 2001 Stock Option Plan (and incorporated by reference to Appendix D to the Registrant's Definitive Proxy Statement filed with the SEC on April 30, 2009).
  4.2
  Rights Agreement dated as of May 14, 2002 (incorporated by reference to Exhibit 1 to the Registrant's Form 8-A filed with the SEC on May 30, 2002).
  4.3
  Amendment No.1 to Rights Agreement, dated June 19, 2003 (incorporated by reference to Exhibit 10.19 of the Registrant's Form 10-KSB filed with the SEC on March 2, 2007).
  5.1
  Opinion of Bingham McCutchen LLP.
  23.1
  Consent of Tabriztchi & Co., CPA, P.C.
  23.2
  Consent of Bingham McCutchen LLP (included in Exhibit 5.1).
  24.1
  Power of Attorney (included on the Signature Page to this Registration Statement).
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lynbrook, State of New York, on this 15th day of July, 2009.
  BIOSPECIFICS TECHNOLOGIES CORP.
  By
  /s/ Thomas L. Wegman
  ____________________
  Thomas L. Wegman
  President
  POWER OF ATTORNEY
  Each person whose signature appears below constitutes and appoints Thomas L. Wegman and Carl A. Valenstein, acting singly, 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 other documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, acting singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  Pursuant to the requirements of the Securities Act, this Registration Statement
  has been signed by the following persons in the capacities indicated on July 15,
  2009.
  /s/ Thomas L. Wegman
  Thomas L. Wegman
  Principal Executive Officer, Principal Financial Officer,
  President and Director
  /s/ Paul A. Gitman
  Paul A. Gitman
  Director
  /s/ Michael Schamroth
  Michael Schamroth
  Director
  /s/ Henry Morgan
  Henry Morgan
  Director
  /s/ Matthew Geller
  Matthew Geller
  Director
  /s/ Mark Wegman
  Mark Wegman
  Director
  /s/ Toby Wegman
  Toby Wegman
  Director