As filed with the Securities and Exchange Commission on December 3, 1996

                                                         File No. 333-_______


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

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

                               T/F PURIFINER, INC.
               (Exact name of issuer as specified in its charter)

                  Delaware                                   14-1708544
      (State or other jurisdiction                       (I.R.S. Employer
      of incorporation or organization)                  Identification No.)

      3020 High Ridge Road, Suite 100
        Boynton Beach, Florida 33426                           33426
  (Address of principal executive offices)                   (Zip Code)
                                  _____________

                        T/F PURIFINER, INC., 1996 STOCK OPTION PLAN
                                 (Full title of the plan)
                                  _____________

                                 RICHARD C. FORD
                         3020 High Ridge Road, Suite 100
                          Boynton Beach, Florida 33426
                                 (561) 547-9499
          (Name, and address and telephone number, including area code,
                              of agent for service)

                                         Copy to:

                               Gayle Coleman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (305) 763-1200
                                _____________
                                     






<PAGE>



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate       Amount of
Title of securities   Amount to be     price per   offering      registration
 to be registered     registered(1)    share(1)    price(1)         fee (1)
================================================================================

Common Stock
(.001 par value)     650,000 shares     $6.50     $4,225,000        $1,225.25



================================================================================

(1)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      upon the weighted  average of the  exercise  price which ranged from $5.00
      per share to $15.00 per share.































                                        2


<PAGE>



                              T/F Purifiner, INC.

        CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K



            Form S-8 Item Number
                and Caption                         Caption in Prospectus
            --------------------                    ---------------------
                                                
 1.   Forepart of Registration State-               Facing Page of Registration
      ment and Outside Front Cover                  Statement and Cover Page of
      Page of Prospectus                            Prospectus
                                                
 2.   Inside Front and Outside Back                 Inside Cover Page of Pro-
      Cover Pages of Prospectus                     spectus and Outside Cover
                                                    Page of Prospectus
                                                
 3.   Summary Information, Risk Fac-                Not Applicable
      tors and Ratio of Earnings to             
      Fixed Charges                             
                                                
 4.   Use of Proceeds                               Not Applicable
                                                
 5.   Determination of Offering Price               Not Applicable
                                                
 6.   Dilution                                      Not Applicable
                                                
 7.   Plan of Distribution                          Cover Page of Prospectus
                                                
 8.   Description of Securities to be               Description of Securities;
      Registered                                    T/F Purifiner, Inc. 1996
                                                    Stock Option Plan
                                                
 9.   Interests of Named Experts and                Legal Matters
      Counsel                                   
                                                
10.   Material Changes                              Not Applicable
                                                
11.   Incorporation of Certain Infor-               Incorporation of Certain
      mation by Reference                           Documents by Reference
                                                
12.   Disclosure of Commission Posi-                Indemnification
      tion on Indemnification for               
      Securities Act Liabilities                
                                                



                     
                                        3


<PAGE>



                                   PROSPECTUS

                               T/F PURIFINER, INC.

                         650,000 Shares of Common Stock

                                (.001 par value)

                             Issued Pursuant to the
                   T/F Purifiner, Inc. 1996 Stock Option Plan

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 650,000 shares of Common Stock,  $.001 par value (such shares being
collectively referred to as the "Shares") of T/F Purifiner,  Inc. (the "Company"
or "T/F  Purifiner")  which may be issued,  as set forth  herein,  to  officers,
directors,  employees,  advisory board members,  and  consultants of the Company
pursuant to the exercise of non-qualified or incentive stock options to purchase
up to  650,000  shares of Common  Stock  under  and in  accordance  with the T/F
Purifiner,  Inc. 1996 Stock Option Plan (the "Plan"). All of the Options were or
will be granted to such officers, directors,  employees, advisory board members,
and consultants pursuant to individual written options or employment agreements.
Such selling shareholders may sometimes hereafter be collectively referred to as
the  "Selling  Security  Holders."  The Company has been  advised by the Selling
Security  Holders that they may sell all or a portion of the Shares from time to
time in the  over-the-counter  market, in negotiated  transactions,  directly or
through brokers or otherwise, and that such shares will be sold at market prices
prevailing  at the time of such sales or at negotiated  prices,  and the Company
will not  receive  any  proceeds  from such sales  except  upon  exercise of the
Options.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the Shares  issuable  upon exercise of the Options or under the
terms of the Agreements shall, under any  circumstances,  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.
                                 _____________

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                 _____________

      This  Prospectus  does not  constitute an offer to sell  securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this Prospectus is December 3, 1996.


                                        4


<PAGE>



                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission  also  maintains  a  Web  site  that  contains  reports,   proxy  and
information  statements and other  information  regarding  registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock is traded on the OTC Bulletin Board under the symbol "TFPU."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an  aggregate of 650,000  shares of the  Company's
Common Stock, issued or underlying options granted to officers,  directors,  key
employees or consultants to the Company under the Plan. This  Prospectus,  which
is Part I of the Registration Statement,  omits certain information contained in
the Registration Statement.  For further information with respect to the Company
and the shares of the Common Stock offered by this Prospectus, reference is made
to the Registration  Statement,  including the exhibits  thereto.  Statements in
this Prospectus as to any document are not necessarily  complete,  and where any
such document is an exhibit to the Registration  Statement or is incorporated by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

(a)  The  Company's  Registration  Statement  on Form 10-SB,  as  amended,  
effective September 28, 1996.

(b)  The Company's Quarterly Report on Form 10-QSB for  the quarter ended
September 30, 1996. 

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a  post-effective amendment




                                        5


<PAGE>



which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written  request of any such person,  a copy of any or all of
the  documents  referred  to above  which  have been or may be  incorporated  by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should  be  directed  to  Corporate  Secretary,  T/F
Purifiner,  Inc., 3020 High Ridge Road, Suite 100, Boynton Beach, Florida 33426,
Telephone (561) 547-9499.

































                                        6


<PAGE>



                                   THE COMPANY


      The  Company  owns  the  rights  to  manufacture,  market  and  distribute
worldwide the Purifiner(TM), a bypass oil purification system that is compatible
for use with substantially all internal combustion engines, generators and other
types of equipment which use oil for their lubrication  needs. The Purifiner(TM)
is a bypass ultra  filtration  system which cleans oil by continuously  removing
solid and liquid  contaminants from the oil through a filtration and evaporation
process.  The Purifiner(TM)  has been used successfully to substantially  extend
oil drain  intervals and the time between engine  overhauls to up to three times
longer than historical overhaul  intervals.  The Company also manufactures (with
one  exception)  and sells the disposable  replacement  filter  elements for the
Purifiner(TM).

      By  continually  cleaning the oil,  which enables  greatly  extended drain
intervals,  the Purifiner(TM) has had a demonstrable  effect on extending engine
life,  reducing oil purchase,  disposal and maintenance  costs and service time,
while  significantly  reducing the necessity for the disposal and storage of new
and used oil,  thereby  enabling  users to  overcome  environmental  liabilities
associated  with such  disposal and storage.  Additionally,  based upon customer
statements,   extensive  testing  done  by  Southwest  Research  Institute,   an
independent third party testing laboratory, on an improved heavy duty engine oil
that  supports  improved fuel  efficiency  from the use of this new oil, and the
general  recognition  that  operating an engine with  cleaner oil will  decrease
engine energy losses due to friction, wear, and oil viscosity fluctuations,  the
Company believes that end users shall experience improved fuel economy.

      Since the Purifiner(TM) has had limited  acceptability in the marketplace,
the Company's strategy has been to obtain product credibility by overcoming long
held  beliefs  that  oil  needs  to be  regularly  changed  in  accordance  with
recommended  guidelines.  As the Company was striving to obtain  credibility for
the  Purifiner(TM),  the  concept of  extended  oil  replacement  intervals  was
becoming more readily  accepted.  The Company  believes that this acceptance was
due, in part, to the  introduction  of longer life oils and the  realization  by
consumers, as well as vehicle and engine manufacturers and oil companies, of the
cost, warranty, environmental and other benefits of such extensions.

      The Company has expanded  its  distribution  network and direct  marketing
activities,   primarily  focused  in  the  heavy  duty  truck  marketplace,  and
internationally.  To date the Company has  approximately  135 U.S.  and Canadian
distributors,   of  which   approximately  80  are  active   distributors,   and
approximately 17 international  distributors.  The Company also formed a foreign
joint venture  effective January 1, 1996 to market the  Purifiner((TM))  through










                                        7


<PAGE>


Europe,  the Middle East,  the former  Soviet  Union,  Egypt,  and South Africa.
Additionally,  the  Company  recently  entered  into  a  written  Memorandum  of
Understanding  with a  private  company  in India to  distribute  the  Company's
products in India,  Nepal, Sri- Lanka and Burma and to manufacture such products
for these markets and for export.

      The  Company  plans on  continuing  to expand  its  distribution  channels
throughout  the  world,  as well as the  number of market  segments  on which it
focuses.  The Company also plans to employ  additional direct sales personnel to
establish additional distributors and to market its products to certain national
and other accounts in conjunction with its distributors.  The Company also plans
to enter into additional joint ventures in various parts of the world that would
manufacture and/or market its products.

      The Company has entered into  discussions  with two major oil companies to
form  strategic  alliances for the purpose of marketing the  Purifiner(TM)  with
certain of their products.  The Company also plans to target original  equipment
manufacturers  ("OEM")  for  original  placement  of  the  Purifiner(TM)  on OEM
products.

      The  Company's  administrative  office is located at 3020 High Ridge Road,
Suite 100,  Boynton Beach,  Florida  33426;  Telephone No. (561)  547-9499.  The
Company's fiscal year end is December 31.

                  T/F PURIFINER, INC. 1996 STOCK OPTION PLAN


INTRODUCTION

      The following  descriptions  summarize certain  provisions of the Plan and
the form of agreements  to be entered into by recipients of options  thereunder.
Such  summaries do not purport to be complete and are  qualified by reference to
the full text of the Plan and form of  agreement.  A copy of the Plan is on file
as an exhibit to the Registration  Statement of which this Prospectus is a part.
Each person  receiving an option under the Plan should read the Plan and related
option agreement in its entirety.

      The Company's 1996 Stock Option Plan was adopted by the Board of Directors
on July 31,  1996,  effective  as of that  date and  ratified  by the  Company's
shareholders  on August 28,  1996.  Under the Plan,  the Company has reserved an
aggregate of 650,000  shares of Common  Stock for  issuance  pursuant to options
granted under the Plan ("Plan Options"). The purpose of the Plan is to encourage
stock ownership by officers,  directors,  employees, advisory board members, and
consultants of the Company, and to give such persons a greater personal interest
in the success of the Company's  business and an added  incentive to continue to
advance and contribute to the Company.  The Compensation  Committee of the Board
of  Directors  (the  "Committee")  or the  Board  of  Directors  of the  Company
administers the Plan including, without limitation, the selection of the persons





                                        8


<PAGE>


who will be granted Plan Options under the Plan,  the type of Plan Options to be
granted,  the number of shares  subject to each Plan  Option and the Plan Option
price.

      Plan Options  granted  under the Plan may either be options  qualifying as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify
("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and  receive a new Plan  Option to  purchase  shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive  Option  granted under the Plan must provide for an exercise  price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant,  but the exercise  price of any  Incentive  Option  granted to an
eligible  employee owning more than 10% of the  outstanding  Common Stock of the
Company  must not be less than 110% of such fair market value as  determined  on
the date of the grant.  The term of each Plan  Option and the manner in which it
may be exercised  is  determined  by the Board of  Directors  or the  Committee,
provided  that no Plan  Option may be  exercisable  more than 10 years after the
date of its grant and, in the case of an Incentive Option granted to an eligible
employee owning more than 10% of the Common Stock, no more than five years after
the date of the grant.

ELIGIBILITY

      Officers, directors, employees, advisory board members, and consultants of
the Company and its subsidiaries are eligible to receive  Non-Qualified  Options
under the T/F  Purifiner,  Inc.  1996  Stock  Option  Plan.  Only  officers  and
employees  of the Company who are  employed by the Company or by any  subsidiary
thereof are eligible to receive Incentive Options.

ADMINISTRATION

      The Plan is  administered by the Company's  Compensation  Committee of the
Board of Directors or the Board of Directors itself.  The Committee or the Board
of Directors determines from time to time those officers, directors,  employees,
advisory  board  members,   and  consultants  of  the  Company  or  any  of  its
subsidiaries to whom Plan Options are to be granted, the terms and provisions of
the respective option  agreements,  the time or times at which such Plan Options
shall be granted,  the type of Plan  Options to be granted,  the dates such Plan
Options  become  exercisable,  the number of shares subject to each Plan Option,
the  purchase  price of such  shares and the form of  payment  of such  purchase
price. All other questions  relating to the  administration of the Plan, and the
interpretation of the provisions  thereof and of the related option  agreements,
are resolved by the Committee or the Board of Directors.







                                        9


<PAGE>




SHARES SUBJECT TO AWARDs

      The Company has reserved  650,000 of its authorized but unissued shares of
Common  Stock or shares  maintained  in the treasury of the Company for issuance
under the Plan,  and a maximum of 650,000  shares may be issued  thereunder.  In
connection  with the adoption and approval of the Plan,  the Company's  Board of
Directors  resolved that the  aggregate  number of total shares of the Company's
Common Stock issuable  under the Plan may not exceed 650,000 shares  (subject to
adjustment  in the event of  certain  changes in the  Company's  capitalization)
without further action by the Company's Board of Directors and shareholders,  as
required.  Except for such limitation on the aggregate number of shares issuable
under the Plan,  there is no maximum or minimum number of shares of Common Stock
as to which a Plan  Option may be granted to any  person.  Shares  used for Plan
Options  may be  authorized  and  unissued  shares or shares  reacquired  by the
Company,  including shares purchased in the open market.  Shares covered by Plan
Options which terminate  unexercised  will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.

      The Plan provides that, if the Company's outstanding shares are increased,
decreased,  exchanged or otherwise adjusted due to a share dividend,  forward or
reverse share split,  recapitalization,  reorganization,  merger, consolidation,
combination or exchange of shares, an appropriate and  proportionate  adjustment
shall be made in the number or kind of shares  subject to the Plan or subject to
unexercised  Plan  Options and in the  purchase  price per share under such Plan
Options.  Any  adjustment,  however,  does not change the total  purchase  price
payable  for the  shares  subject  to  outstanding  Plan  Options.  The Board of
Directors are required by the Plan to accelerate the exercise  provisions of any
outstanding Plan Option in the event of a tender offer for the Company's shares,
the adoption of a plan of merger under which all the shares of the Company would
be eliminated,  a sale of substantially  all of the Company's assets or business
or the liquidation or dissolution of the Company.

TERMS OF EXERCISE

      The Plan  provides  that  the Plan  Options  granted  thereunder  shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement  representing the Plan Options or by the Committee or by the Board
of Directors.  Each Plan Option may be exercised in whole or in part at any time
during the period from the date the Plan Option  becomes  exercisable  until the
end of the period covered by the Plan Option period.

      The Plan  provides  that,  with respect to Incentive  Stock  Options,  the
aggregate  fair  market value (determined as of the time the option is  granted)









                                       10


<PAGE>



of the shares of Common Stock, with respect to which Incentive Stock Options are
first  exercisable by any option holder during any calendar year  (including all
incentive  stock  option plans of the  Company,  any parent or any  subsidiaries
which are  qualified  under  Section 422 of the  Internal  Revenue Code of 1986)
shall not exceed $100,000.

EXERCISE PRICE

      The purchase price for shares  subject to Incentive  Stock Options must be
at least 100% of the fair market value of the Company's Common Stock on the date
the option is granted,  except that the purchase  price must be at least 110% of
the fair market  value in the case of an  Incentive  Stock  Option  granted to a
person  who is a "10%  stockholder."  A "10%  stockholder"  is a person who owns
(within the meaning of Section  422(b)(6) of the Internal  Revenue Code of 1986)
at the time the Incentive Stock Option is granted,  shares  possessing more than
10% of the total combined voting power of all classes of the outstanding  shares
of the Company,  any parent or any  subsidiaries.  The Plan  provides  that fair
market value shall be  determined  by the Board or the  Committee in  accordance
with procedures which it may from time to time establish.  If the purchase price
is paid with  consideration  other than cash,  the Board or the Committee  shall
determine the fair value of such consideration to the Company in monetary terms.

      The exercise  price of  Non-Qualified  Options  shall be determined by the
Board of  Directors or the  Committee  and will not be less than 75% of the fair
market value (but in no event less than par value).

      The per share  purchase  price of shares  subject to Plan Options  granted
under the Plan may be adjusted in the event of certain  changes in the Company's
capitalization,  but any such  adjustment  shall not change  the total  purchase
price payable upon the exercise in full of Plan Options granted under the Plan.

MANNER OF EXERCISE

      Plan Options are exercisable  under the Plan by delivery of written notice
to the  Company  stating  the  number of shares  with  respect to which the Plan
Option is being  exercised,  together  with full payment of the  purchase  price
therefor.  Payment shall be in cash, checks, certified or bank cashier's checks,
shares of Common Stock or in such other form or combination of forms which shall
be acceptable to the Board of Directors or the Committee, provided that any loan
or  guarantee  by the  Company  of the  purchase  price  may  only be made  upon
resolution  of the Board or Committee  that such loan or guarantee is reasonably
expected to benefit the Company.









                                       11


<PAGE>

OPTION PERIOD

      All  Incentive  Stock  Options  shall expire on or before the tenth (10th)
anniversary  of the date the Option is  granted  except  for  Incentive  Options
granted to 10% stockholders.  Non-Qualified  Options shall expire ten (10) years
and one (1) day from the date of grant unless otherwise provided under the terms
of the option grant.

TERMINATION

      All Plan Options are nonassignable and nontransferable,  except by will or
by the  laws of  descent  and  distribution,  and  during  the  lifetime  of the
optionee, may be exercised only by such optionee. If an optionee's employment is
terminated for any reason, other than his death or disability or termination for
cause,  or if an  optionee  is not an employee of the Company but is a member of
the Company's Board of Directors,  Advisory Board Members and  consultants,  and
his service as a director,  advisory board member, or consultant,  is terminated
for any reason,  other than death or  disability,  the  exercisable  Plan Option
granted  to him shall  lapse to the  extent  unexercised  on the  earlier of the
expiration  date or 30 days following the date of  termination.  If the optionee
dies during the term of his employment,  the exercisable  Plan Option granted to
him shall lapse to the extent  unexercised on the earlier of the expiration date
of the Plan  Option or the date one year  following  the date of the  optionee's
death. If the optionee is permanently and totally disabled within the meaning of
Section  22(c)(3) of the Internal  Revenue Code of 1986,  the  exercisable  Plan
Option  granted to him lapses to the extent  unexercised  on the  earlier of the
expiration date of the option or one year following the date of such disability.

MODIFICATION AND TERMINATION OF PLANS

      The Board of Directors  may amend,  suspend or  terminate  the Plan at any
time,  except  that no  amendment  shall be made which (i)  increases  the total
number of shares  subject  to the Plan or changes  the  minimum  purchase  price
therefor  (except in either case in the event of  adjustments  due to changes in
the Company's  capitalization),  or (ii) affects outstanding Plan Options or any
exercise right thereunder. Unless the Plan shall theretofore have been suspended
or terminated by the Board of  Directors,  the Plan shall  terminate on July 31,
2006. Any such termination of the Plan shall not affect the validity of any Plan
Options previously granted thereunder.

FEDERAL INCOME TAX EFFECTS

      The following  discussion  applies to the T/F  Purifiner,  Inc. 1996 Stock
Option Plan and is based on federal income tax laws and regulations in effect on
December  31,  1995.  It does not  purport to be a complete  description  of the
federal  income  tax  consequences  of  the  Plan,  nor  does  it  describe  the







                                       12


<PAGE>


consequences  of state,  local or  foreign  tax laws  which  may be  applicable.
Accordingly, any person receiving a grant under the Plan should consult with his
own tax adviser.

      The Plan is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974 and is not qualified  under  Section  401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

      An employee  granted an Incentive Stock Option does not recognize  taxable
income  either  at the  date of grant  or at the  date of its  timely  exercise.
However,  the excess of the fair  market  value of Common  Stock  received  upon
exercise of the Incentive Stock Option over the Option exercise price is an item
of tax preference  under Section  57(a)(3) of the Code and may be subject to the
alternative  minimum tax imposed by Section 55 of the Code. Upon  disposition of
stock acquired on exercise of an Incentive Stock Option,  long-term capital gain
or loss is  recognized  in an amount equal to the  difference  between the sales
price and the Incentive Stock Option  exercise  price,  provided that the option
holder has not disposed of the stock within two years from the date of grant and
within one year from the date of exercise.  If the Incentive Stock Option holder
disposes of the acquired  stock  (including  the  transfer of acquired  stock in
payment of the exercise price of an Incentive  Stock Option)  without  complying
with both of these holding period  requirements  ("Disqualifying  Disposition"),
the  option  holder  will  recognize   ordinary  income  at  the  time  of  such
Disqualifying  Disposition to the extent of the difference  between the exercise
price  and the  lesser  of the fair  market  value of the  stock on the date the
Incentive  Stock  Option is  exercised  (the value six months  after the date of
exercise  may govern in the case of an employee  whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities  Exchange Act of
1934) or the amount realized on such  Disqualifying  Disposition.  Any remaining
gain or loss is treated  as a  short-term  or  long-term  capital  gain or loss,
depending  on how long the  shares  are held.  In the  event of a  Disqualifying
Disposition,  the Incentive Stock Option tax preference  described above may not
apply (although,  where the Disqualifying  Disposition  occurs subsequent to the
year the  Incentive  Stock  Option is  exercised,  it may be  necessary  for the
employee to amend his return to eliminate  the tax  preference  item  previously
reported).  The Company and its  subsidiary  are not entitled to a tax deduction
upon either  exercise  of an  Incentive  Stock  Option or  disposition  of stock
acquired  pursuant  to such an  exercise,  except to the extent  that the Option
holder recognized ordinary income in a Disqualifying Disposition.

      If the holder of an Incentive  Stock Option pays the  exercise  price,  in
full or in part, with shares of previously  acquired Common Stock,  the exchange
should not affect the Incentive  Stock Option tax treatment of the exercise.  No
gain or loss should be recognized on the  exchange,  and the shares  received by










                                       13


<PAGE>


the  employee,  equal in  number to the  previously  acquired  shares  exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously  acquired shares. The employee will not, however,  be
able to utilize  the old  holding  period  for the  purpose  of  satisfying  the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding  period  which  commences as of the date the Common Stock is issued to
the employee  upon exercise of the  Incentive  Stock  Option.  If an exercise is
effected using shares  previously  acquired through the exercise of an Incentive
Stock Option, the exchange of the previously  acquired shares will be considered
a  disposition  of  such  shares  for  the  purpose  of  determining  whether  a
Disqualifying Disposition has occurred.

      In respect to the holder of Non-Qualified  Options, the option holder does
not  recognize  taxable  income  on the date of the  grant of the  Non-Qualified
Option, but recognizes  ordinary income generally at the date of exercise in the
amount of the difference  between the option  exercise price and the fair market
value of the Common  Stock on the date of  exercise.  However,  if the holder of
Non-Qualified  Options is subject to the  restrictions on resale of Common Stock
under Section 16 of the Securities  Exchange Act of 1944, such person  generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the  difference  between the option  exercise price
and the fair  market  value  of the  Common  Stock  at the end of the  six-month
period.  Nevertheless,  such  holder may elect  within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise.  The amount of
ordinary income  recognized by the option holder is deductible by the Company in
the year that income is recognized.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of the Shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  shareholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater shareholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                            DESCRIPTION OF SECURITIES

The Company is  authorized  to issue up to  20,000,000  shares of Common  Stock,
$.001 per  value,  per Share.  The  Company  is also  authorized  to issue up to
500,000 shares of Preferred Stock, par value $.001 per Share, no shares of which
have previously been issued.








                                       14


<PAGE>



Common Stock
------------

      The  Company  is  authorized  to issue up to  20,000,000  shares of Common
Stock, $.001 par value per Share.  Subject to the dividend rights of the holders
of any outstanding shares of Preferred Stock,  holders of shares of Common Stock
are entitled to share, on a ratable basis,  such dividends as may be declared by
the  Board  of  Directors  out  of  funds  legally  available   therefor.   Upon
liquidation,  dissolution  or  winding  up of  the  Company,  after  payment  to
creditors and holders of any outstanding  shares of Preferred  Stock, the assets
of the  Company  will be divided pro rata on a per Share basis among the holders
of the Common Stock.

      Each share of Common  Stock  entitles  the holders  thereof,  to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of shares  voting for the election of Directors can
elect all of the  Directors  if they  choose to do so,  and in such  event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
Company's management or their affiliates own or have the right to vote 1,184,823
shares or approximately  77.9% of the outstanding Common Stock of the Company at
September 15, 1996.  The By-Laws of the Company  require that only a majority of
the  issued  and  outstanding  shares of  Common  Stock of the  Company  need be
represented to constitute a quorum and to transact  business at a  stockholders'
meeting.  The Common Stock has no preemptive,  subscription or conversion rights
and is not redeemable by the Company.

Preferred Stock
---------------

      The Company is authorized to issue 500,000 shares of Preferred  Stock, par
value  $.001 per  Share,  issuable  in such  series  and  bearing  such  voting,
dividend, conversion,  liquidation and other rights and preferences as the Board
of Directors may determine. As of the date hereof, no shares have been issued or
are outstanding. The Preferred Stock is so-called "Blank Check" Preferred Stock,
which means that the Board of Directors of the Company,  in its sole discretion,
will be able to issue the  shares of  Preferred  Stock in one or more  series of
classes  having such terms,  designations  and  preferences as determined by the
Board of Directors and without authorization or confirmation by the stockholders
of the Company.

Options and Warrants
--------------------

      There are currently no outstanding  warrants to purchase  shares of Common
Stock of the Company.  However,  warrants to purchase shares of Common Stock may
be expected to be provided to key employees,  members of management,  directors,
board of advisors, and consultants to the Company in the future.

      As of September 15, 1996,  the Company  granted  incentive Plan Options to
purchase an aggregate of 159,650 shares of Common Stock and  non-qualified  Plan


                                       15


<PAGE>



Options to purchase  an  aggregate  of 490,350  shares of Common  Stock.  Of the
incentive Plan Options  granted,  options to purchase an aggregate of (i) 35,000
shares at $5.50 per Share through  August 2, 2001 were granted,  17,500 of which
vested on August 2, 1996,  8,750 of which  vest on August 2, 1997,  and 8,750 of
which vest on August 2, 1998; (ii) options to purchase 81,750 at $5.00 per Share
through  August 2, 2006 were  granted,  40,375 of which  vest on August 2, 1996,
20,438 of which vest on August 2, 1997,  20,437 of which vest on August 2, 1998,
250 of which  vest on August 2,  1999 and 250 of which  vest on August 2,  2000;
(iii)  options to  purchase  an  aggregate  of 12,500  Shares at $5.00 per Share
through  August 2, 2006,  of which  3,125 vest on August 5, 1997,  3,125 vest on
August 5,  1998,  3,125 vest on August 5, 1999 and 3,125 vest on August 5, 2000;
(iv)  options to  purchase  an  aggregate  of 30,000  Shares at $15.00 per Share
through  August 2, 2006,  7,500 of which vest on August 5, 1997,  7,500 of which
vest on August 5, 1998, 7,500 of which vest on August 5, 1999 and 7,500 of which
vest on August 5, 2000;  and (v) options to purchase an  aggregate of 400 Shares
at $5.00 per Share through  September 9, 2006, 100 of which vest on September 9,
1997,  100 of which vest on September 9, 1998, 100 of which vest on September 9,
1999, and 100 of which vest on September 9, 2000.

      As of August 31, 1996,  non-qualified  options to purchase an aggregate of
490,350  shares were issued as follows:  (i) options to purchase an aggregate of
25,000 Shares at $5.00 per Share through  August 2, 2006 were granted to members
of the  Company's  Board of  Advisors  of which an  aggregate  of 8,335 of which
vested as of August 2,  1996,  8,335 of which  shall  vest on August 2, 1997 and
8,330 shall vest as of August 2, 1998;  (ii) options to purchase an aggregate of
317,850  Shares were  granted to  consultants  of the Company at $5.00 per Share
through  August 2,  1997;  108,500 of which  vested on August 2, 1996,  9,350 of
which vest on  November  2, 1996,  and  200,000 of which vest on January 1, 1997
(iii)  options  to  purchase  an  aggregate  of  67,500  Shares  were  issued to
consultants of the Company at $15.00 per Share through August 2, 1997; 67,500 of
which vest on August 2, 1996,  and (iv)  options to  purchase  an  aggregate  of
80,000  Shares were issued to Richard C. Ford,  the  Company's  Chief  Executive
Officer, President,  Chairman and a Director at $5.00 per Share, 40,000 of which
vested as of August 2, 1996,  20,000 of which shall vest on August 2, 1997,  and
20,000 of which shall vest on August 2, 1998.

OVER-THE-COUNTER MARKET

      The Company's  Common Stock is traded on the OTC Bulletin  Board under the
symbol "TFPU."

TRANSFER AGENT

      The transfer  agent for the  Company's  Common  Stock is Florida  Atlantic
Stock Transfer, Inc., 5701 N. Pine Island Road, Tamarac, Florida 33321.







                                       16


<PAGE>




                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., 200 East Las Olas Boulevard,  Suite 1900, Fort Lauderdale,  Florida 33301.
Atlas,  Pearlman,  Trop & Borkson, P.A. and members of the firm collectively own
5,000 shares of Common Stock of the Company.

                                     EXPERTS

      The  financial  statements  of T/F  Purifiner,  Inc.  for the  year  ended
December  31, 1995,  included in the  Company's  Registration  Statement on Form
10-SB,  as  amended,  have been  audited by Richard  A.  Eisner & Company,  LLP,
independent  certified public accountants,  as set forth in their report thereon
included therein and incorporated herein by reference. Such financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                 INDEMNIFICATION

      Article  X  of  the  Company's   Amended  and  Restated   Certificate   of
Incorporation  provide  for  indemnification  of  officers  and  directors.  The
specific provision of the Amended and Restated  Certificate of Amendment related
to such indemnification is as follows:

      A.    PERSONS.  The Corporation shall indemnify, to the extent provided in
 paragraphs B, D or F:

            (1)   any person who is or was a director, officer,
                  employee, or agent of the Corporation; and

            (2)   any person who serves or served at the  Corporation's  request
                  as a director, officer, employee, agent, partner or trustee of
                  another  corporation,  partnership,  joint  venture,  trust or
                  other enterprise.

      B.    EXTENT  --  DERIVATIVE  SUITS.  In case of a threatened,  pending or
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the Corporation shall indemnify him if he satisfied the standard in paragraph C,
for  expenses   (including   attorneys'  fees  but  excluding  amounts  paid  in
settlement)  actually  and  reasonably  incurred by him in  connection  with the
defense or settlement of the action or suit.

      C.    STANDARD -- DERIVATIVE SUITS.  In case of a  threatened,  pending or
completed action or suit by or in the right of the Corporation,  a  person named






                                       17


<PAGE>



named in paragraph A shall be indemnified only if:

            (1)   he is successful on the merits or otherwise; or

            (2)   he acted in good faith in the transaction which is the subject
                  of the suit or action, and in a manner he reasonably  believed
                  to be  in,  or not  opposed  to,  the  best  interests  of the
                  Corporation,  including, but not limited to, the taking of any
                  and all actions in connection with the Corporation's  response
                  to any tender offer or any offer or proposal of another  party
                  to engage in a Business  Combination and approved by the Board
                  of Directors.  However, he shall not be indemnified in respect
                  of any claim, issue or matter as to which he has been adjudged
                  liable to the Corporation unless (and only to the extent that)
                  the court in which the suit was brought shall determine,  upon
                  application,  that despite the adjudication but in view of all
                  the  circumstances,  he is fairly and  reasonably  entitled to
                  indemnity for such expenses a the court shall deem proper.

      D.   EXTENT --  NONDERIVATIVE SUITS.  In case of a threatened,  pending or
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a Nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify him if he satisfied the standard in paragraph E, for
amounts  actually and reasonably  incurred by him in connection with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

      E.   STANDARD -- NONDERIVATIVE SUITS.  In case of a  nonderivative suit, a
person named in paragraph A shall be indemnified only if:

            (1)   he is successful on the merits or otherwise; or

            (2)   he acted in good faith in the transaction which is the subject
                  of the  nonderivative  suit  and  in a  manner  he  reasonably
                  believed to be in, or not opposed  to, the best  interests  of
                  the Corporation,  including, but not limited to, the taking of
                  any and all  actions  in  connection  with  the  Corporation's
                  response  to any  tender  offer or any  offer or  proposal  of
                  another party to engage in a Business Combination not approved
                  by the Board of  Directors  and,  with respect to any criminal
                 









                                       18


<PAGE>


                  actions or proceeding,  he had no reasonable  cause to believe
                  his conduct was unlawful.  The  termination of a nonderivative
                  suit by judgment,  order,  settlement,  conviction,  or upon a
                  plea of no lo  contendere  or its  equivalent  shall  not,  in
                  itself, create a presumption that the person failed to satisfy
                  the standard of this subparagraph E(2).

      F.    DETERMINATION THAT STANDARD HAS BEEN MET.  A  determination that the
standard of  paragraph  C or E has been  satisfied  may be made by a court,  or,
except as stated in subpara- graph C(2) (second sentence), the determination may
be made by:

            (1)   the  Board  of  Directors  by a  majority  vote  of  a  quorum
                  consisting  of  directors  of the  Corporation  who  were  not
                  parties to the action, suit or proceeding; or

            (2)   independent legal counsel (appointed by a majority of the dis-
                  interested  directors  of the  Corporation,  whether  or not a
                  quorum) in a written opinion; or

            (3)   the stockholders of the Corporation.

      G.    PRORATION.  Anyone  making  a  determination  under  paragraph F may
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      H.    ADVANCE PAYMENT.  The Corporation shall pay in  advance any expenses
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs A through G if:

            (1)   the Board of Directors authorizes the specific payment; and

            (2)   the person  receiving  the  payment  undertakes  in writing to
                  repay the same if it is ultimately  determined  that he is not
                  entitled  to   indemnification   by  the   Corporation   under
                  paragraphs A through G.

      I.    NONEXCLUSIVE.  The indemnification and  advance payment of  expenses
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

      J.    CONTINUATION.  The indemnification provided by this  Article X shall
be deemed to be a contract  between the Corporation and the persons  entitled to
indemnification  thereunder,  and any repeal or  modification  of this Article X
shall not affect any rights or  obligations  then  existing  with respect to any








                                       19


<PAGE>


state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.

      K.   INSURANCE.  The Corporation may  purchase and  maintain  insurance on
behalf of any person who holds or who has held any  position  named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

      L.   INTENTION AND SAVINGS CLAUSE.  It is the intention of  this Article X
to provide for  indemnification  to the fullest extent  permitted by the General
Corporation  Law of  the  State  of  Delaware,  and  this  Article  X  shall  be
interpreted  accordingly.  If this  Article  X or any  portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees),  judgments,  fines, and amounts paid in settle with respect to
any action, suit, or proceeding,  whether civil,  criminal,  administrative,  or
investigative,  including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article X that shall not
have been invalidated and to the full extent permitted by applicable law. If the
General  Corporation Law of the State of Delaware is amended,  or other Delaware
law is enacted,  to permit further or additional  indemnification of the persons
defined in this Article X A, then the  indemnification  of such persons shall be
to the fullest extent  permitted by the General  Corporation Law of the State of
Delaware, as so amended, or such other Delaware law.

      Article XI of the Company's  Amended and Restated Article of Incorporation
sets forth the limitations on directors" liability as follows:

      A director of the Corporation  shall not be personally liable to the
      Corporation or its  stockholders  for monetary damages for breach of
      fiduciary  duty as a  director,  except:  (i) for any  breach of the
      director's duty of loyalty to the  Corporation or its  stockholders,
      (ii)  for  acts or  omissions  that  are not in good  faith  or that
      involve intentional  misconduct or a knowing violation of law, (iii)
      under  Section  174 of the General  Corporation  Law of the State of
      Delaware,  or (iv)  for any  transaction  from  which  the  director
      derived any improper  personal benefit.  If the General  Corporation
      Law of the State of  Delaware  or other  Delaware  law is amended or
      enacted  after  the date of filing of this  Certificate  to  further
      









                                    20


<PAGE>


      eliminate or limit the personal  liability  of  directors,  then the
      liability of a director of the  Corporation  shall be  eliminated or
      limited to the fullest extent  permitted by the General  Corporation
      Law of the State of  Delaware,  as amended,  or such other  Delaware
      law. Any repeal or  modification  of the foregoing  paragraph by the
      stockholders of the Corporation shall not adversely affect any right
      or protection of a director of the Corporation  existing at the time
      of such repeal or modification.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.































                                       21


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
------  ---------------------------------------

      The  documents  listed  in (a)  through  (b)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a) All  reports  filed  pursuant  to Section  13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registrant's
document referred to above; and

            (b) The  description  of the Common  Stock of the  Company  which is
contained in a Registration Statement filed under the Exchange Act (Form 10-SB),
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

Item 4. Description of Securities
------  -------------------------

      The class of securities to be offered  hereby is registered  under Section
12 of the  Securities  Exchange Act of 1934, as amended.  A  description  of the
Registrant's  securities  is set forth in the  Prospectus  included as a part of
this Registration Statement.

Item 5. Interests of Named Experts and Counsel
------  --------------------------------------

      Not Applicable.

Item 6. Indemnification of Directors and Officers
------  -----------------------------------------

      Article  X  of  the  Company's   Amended  and  Restated   Certificate   of
Incorporation  provide  for  indemnification  of  officers  and  directors.  The
specific provision of the Amended and Restated  Certificate of Amendment related
to such indemnification is as follows:

      M.    PERSONS.  The Corporation shall indemnify, to the extent provided in
paragraphs B, D or F:

            (1)   any  person  who is or was a  director, officer,  employee, or
agent of the Corporation; and



                                        i


<PAGE>



            (2)   any person who serves or served at the  Corporation's  request
                  as a director, officer, employee, agent, partner or trustee of
                  another  corporation,  partnership,  joint  venture,  trust or
                  other enterprise.

      N.   EXTENT  --  DERIVATIVE  SUITS.  In case of a  threatened, pending  or
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the Corporation shall indemnify him if he satisfied the standard in paragraph C,
for  expenses   (including   attorneys'  fees  but  excluding  amounts  paid  in
settlement)  actually  and  reasonably  incurred by him in  connection  with the
defense or settlement of the action or suit.

      O.   STANDARD -- DERIVATIVE SUITS.  In case of a  threatened,  pending  or
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

            (1)   he is successful on the merits or otherwise; or

            (2)   he acted in good faith in the transaction which is the subject
                  of the suit or action, and in a manner he reasonably  believed
                  to be  in,  or not  opposed  to,  the  best  interests  of the
                  Corporation,  including, but not limited to, the taking of any
                  and all actions in connection with the Corporation's  response
                  to any tender offer or any offer or proposal of another  party
                  to engage in a Business  Combination and approved by the Board
                  of Directors.  However, he shall not be indemnified in respect
                  of any claim, issue or matter as to which he has been adjudged
                  liable to the Corporation unless (and only to the extent that)
                  the court in which the suit was brought shall determine,  upon
                  application,  that despite the adjudication but in view of all
                  the  circumstances,  he is fairly and  reasonably  entitled to
                  indemnity for such expenses a the court shall deem proper.

      P.   EXTENT --  NONDERIVATIVE  SUITS.  In case of a threatened, pending or
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a Nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify him if he satisfied the standard in paragraph E, for
amounts  actually and reasonably  incurred by him in connection with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.








                                       ii


<PAGE>




      Q.    STANDARD -- NONDERIVATIVE SUITS.  In case of a nonderivative suit, a
person named in paragraph A shall be indemnified only if:

            (1)   he is successful on the merits or otherwise; or

            (2)   he acted in good faith in the transaction which is the subject
                  of the  nonderivative  suit  and  in a  manner  he  reasonably
                  believed to be in, or not opposed  to, the best  interests  of
                  the Corporation,  including, but not limited to, the taking of
                  any and all  actions  in  connection  with  the  Corporation's
                  response  to any  tender  offer or any  offer or  proposal  of
                  another party to engage in a Business Combination not approved
                  by the Board of  Directors  and,  with respect to any criminal
                  actions or proceeding,  he had no reasonable  cause to believe
                  his conduct was unlawful.  The  termination of a nonderivative
                  suit by judgment,  order,  settlement,  conviction,  or upon a
                  plea of no lo  contendere  or its  equivalent  shall  not,  in
                  itself, create a presumption that the person failed to satisfy
                  the standard of this subparagraph E(2).

      R.    DETERMINATION THAT STANDARD HAS BEEN MET.  A  determination that the
standard of  paragraph  C or E has been  satisfied  may be made by a court,  or,
except as stated in subpara- graph C(2) (second sentence), the determination may
be made by:

            (1)   the  Board  of  Directors  by a  majority  vote  of  a  quorum
                  consisting  of  directors  of the  Corporation  who  were  not
                  parties to the action, suit or proceeding; or

            (2)   independent legal counsel (appointed by a majority of the dis-
                  interested  directors  of the  Corporation,  whether  or not a
                  quorum) in a written opinion; or

            (3)   the stockholders of the Corporation.

      S.    PRORATION.  Anyone  making a  determination  under  paragraph F  may
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      T.    ADVANCE PAYMENT.  The Corporation shall pay in  advance any expenses
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs A through G if:

            (1)   the Board of Directors authorizes the specific payment; and









                                       iii


<PAGE>



            (2)   the person  receiving  the  payment  undertakes  in writing to
                  repay the same if it is ultimately  determined  that he is not
                  entitled  to   indemnification   by  the   Corporation   under
                  paragraphs A through G.

      U.    NONEXCLUSIVE.  The indemnification and  advance  payment of expenses
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

      V.    CONTINUATION.  The indemnification  provided by this Article X shall
be deemed to be a contract  between the Corporation and the persons  entitled to
indemnification  thereunder,  and any repeal or  modification  of this Article X
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.

      W.    INSURANCE.  The Corporation  may  purchase and maintain insurance on
behalf of any person who holds or who has held any  position  named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

      X.    INTENTION AND SAVINGS CLAUSE.  It is the intention of this Article X
to provide for  indemnification  to the fullest extent  permitted by the General
Corporation  Law of  the  State  of  Delaware,  and  this  Article  X  shall  be
interpreted  accordingly.  If this  Article  X or any  portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees),  judgments,  fines, and amounts paid in settle with respect to
any action, suit, or proceeding,  whether civil,  criminal,  administrative,  or
investigative,  including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article X that shall not
have been invalidated and to the full extent permitted by applicable law. If the
General  Corporation Law of the State of Delaware is amended,  or other Delaware
law is enacted,  to permit further or additional  indemnification of the persons
defined in this Article X A, then the  indemnification  of such persons shall be
to the fullest extent  permitted by the General  Corporation Law of the State of
Delaware, as so amended, or such other Delaware law.











                                       iv


<PAGE>



      Article XI of the Company's  Amended and Restated Article of Incorporation
sets forth the limitations on directors" liability as follows:

      A director of the Corporation  shall not be personally liable to the
      Corporation or its  stockholders  for monetary damages for breach of
      fiduciary  duty as a  director,  except:  (i) for any  breach of the
      director's duty of loyalty to the  Corporation or its  stockholders,
      (ii)  for  acts or  omissions  that  are not in good  faith  or that
      involve intentional  misconduct or a knowing violation of law, (iii)
      under  Section  174 of the General  Corporation  Law of the State of
      Delaware,  or (iv)  for any  transaction  from  which  the  director
      derived any improper  personal benefit.  If the General  Corporation
      Law of the State of  Delaware  or other  Delaware  law is amended or
      enacted  after  the date of filing of this  Certificate  to  further
      eliminate or limit the personal  liability  of  directors,  then the
      liability of a director of the  Corporation  shall be  eliminated or
      limited to the fullest extent  permitted by the General  Corporation
      Law of the State of  Delaware,  as amended,  or such other  Delaware
      law. Any repeal or  modification  of the foregoing  paragraph by the
      stockholders of the Corporation shall not adversely affect any right
      or protection of a director of the Corporation  existing at the time
      of such repeal or modification.

      The above indemnification provisions notwithstanding, the Company is aware
that insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange  Commission,  such indemnification
is against public policy as express in the act and is therefore unenforceable.

Item 8. Exhibits
------  --------

Exhibit                 Description
-------                 -----------

4(a)        T/F Purifiner, Inc. 1996 Stock Option Plan

4(b)        Form of  Stock  Option Agreements issued pursuant to the  1996 Stock
            Option Plan

(5)         Opinion of  Atlas,  Pearlman,  Trop &  Borkson, P.A. relating to the
            issuance of shares of Common Stock pursuant to the above Plan

(23.1)      Consent of  Atlas,  Pearlman,  Trop &  Borkson, P.A. included in the
            opinion filed as exhibit (5) hereto





                                        v


<PAGE>



(23.2)       Consent of independent auditors, Richard A. Eisner & Company, LLP.

Item 9. Undertakings
------  ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a) To file, during any period in which offerings or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b) That,  for the purposes of determining  any liability  under the
Act, 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; and

            (c)  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.

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, 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.

      (3) Insofar as indemnification  for liabilities  arising under the Act may
be permitted to Directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.







                                       vi


<PAGE>




                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  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 Boynton Beach, State of Florida, on the 3rd day
of December, 1996.

                                          T/F PURIFINER, INC.



                                          By:/s/Richard C. Ford
                                             -----------------------------
                                             Richard C. Ford, Chairman
                                               of the Board, President and
                                               Chief Executive Officer


Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      Signature                       Title                   Date
      ---------                       -----                   ----


                             Chairman of the Board,
                             President, Principal
/s/Richard C. Ford           Executive Officer, and          December 3, 1996
-----------------------      Principal Financial Officer
Richard C. Ford



/s/Richard J. Ford
-----------------------
Richard J. Ford              Director                        December 3, 1996


/s/Byron Lefebvre
-----------------------
Byron Lefebvre               Director                        December 3, 1996






                                       vii

<PAGE>




                            ************************
                         EXHIBITS OF T/F PURIFINER, INC.

                                    FILE WITH

                         FORM S-8 REGISTRATION STATEMENT
                                 FILED WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

                            *************************






































<PAGE>



                                  EXHIBIT INDEX

                               T/F PURIFINER, INC.


Exhibit
Number                        Description
------                        -----------


4(a)        T/F Purifiner, Inc. 1996 Stock Option Plan

4(b)        Form of Stock  Option  Agreements issued  pursuant to the 1996 Stock
            Option Plan

(5)         Opinion of  Atlas,  Pearlman,  Trop &  Borkson, P.A. relating to the
            issuance of shares of Common Stock pursuant to the above Plan

(23.1)      Consent of  Atlas,  Pearlman,  Trop &  Borkson, P.A. included in the
            opinion filed as exhibit (5) hereto

(23.2)      Consent of independent auditors, Richard A. Eisner & Company, LLP.
[{"type": "S-8", "sequence": "1", "description": "T/F PURIFINER, INC.         FORM S-8", "secsgml_size_bytes": 76226}]
{"company-data": {"conformed-name": "T F PURIFINER INC", "cik": "0001019787", "assigned-sic": "3714", "irs-number": "141708544"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17199", "film-number": "96675268"}, "business-address": {"street1": "3036 HIGH RIDGE ROAD SUITE 100", "city": "BOYTON BEACH", "state": "FL", "zip": "33426", "phone": "4075479499"}, "mail-address": {"street1": "3036 HIGH RIDGE ROAD SUITE 100", "city": "BOYTON BEACH", "state": "FL", "zip": "33426"}}
As filed with the Securities and Exchange Commission on December 3, 1996

                                                         File No. 333-_______

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

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

                               T/F PURIFINER, INC.
               (Exact name of issuer as specified in its charter)

                  Delaware                                   14-1708544
      (State or other jurisdiction                       (I.R.S. Employer
      of incorporation or organization)                  Identification No.)

      3020 High Ridge Road, Suite 100
        Boynton Beach, Florida 33426                           33426
  (Address of principal executive offices)                   (Zip Code)
                                  _____________

                        T/F PURIFINER, INC., 1996 STOCK OPTION PLAN
                                 (Full title of the plan)
                                  _____________

                                 RICHARD C. FORD
                         3020 High Ridge Road, Suite 100
                          Boynton Beach, Florida 33426
                                 (561) 547-9499
          (Name, and address and telephone number, including area code,
                              of agent for service)

                                         Copy to:

                               Gayle Coleman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (305) 763-1200
                                _____________
CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate       Amount of
Title of securities   Amount to be     price per   offering      registration
 to be registered     registered(1)    share(1)    price(1)         fee (1)
================================================================================

Common Stock
(.001 par value)     650,000 shares     $6.50     $4,225,000        $1,225.25

================================================================================

(1)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      upon the weighted  average of the  exercise  price which ranged from $5.00
      per share to $15.00 per share.

                                        2
T/F Purifiner, INC.

        CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

            Form S-8 Item Number
                and Caption                         Caption in Prospectus
            --------------------                    ---------------------
                                                
 1.   Forepart of Registration State-               Facing Page of Registration
      ment and Outside Front Cover                  Statement and Cover Page of
      Page of Prospectus                            Prospectus
                                                
 2.   Inside Front and Outside Back                 Inside Cover Page of Pro-
      Cover Pages of Prospectus                     spectus and Outside Cover
                                                    Page of Prospectus
                                                
 3.   Summary Information, Risk Fac-                Not Applicable
      tors and Ratio of Earnings to             
      Fixed Charges                             
                                                
 4.   Use of Proceeds                               Not Applicable
                                                
 5.   Determination of Offering Price               Not Applicable
                                                
 6.   Dilution                                      Not Applicable
                                                
 7.   Plan of Distribution                          Cover Page of Prospectus
                                                
 8.   Description of Securities to be               Description of Securities;
      Registered                                    T/F Purifiner, Inc. 1996
                                                    Stock Option Plan
                                                
 9.   Interests of Named Experts and                Legal Matters
      Counsel                                   
                                                
10.   Material Changes                              Not Applicable
                                                
11.   Incorporation of Certain Infor-               Incorporation of Certain
      mation by Reference                           Documents by Reference
                                                
12.   Disclosure of Commission Posi-                Indemnification
      tion on Indemnification for               
      Securities Act Liabilities                
                                                

                     
                                        3
PROSPECTUS

                               T/F PURIFINER, INC.

                         650,000 Shares of Common Stock

                                (.001 par value)

                             Issued Pursuant to the
                   T/F Purifiner, Inc. 1996 Stock Option Plan

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 650,000 shares of Common Stock,  $.001 par value (such shares being
collectively referred to as the "Shares") of T/F Purifiner,  Inc. (the "Company"
or "T/F  Purifiner")  which may be issued,  as set forth  herein,  to  officers,
directors,  employees,  advisory board members,  and  consultants of the Company
pursuant to the exercise of non-qualified or incentive stock options to purchase
up to  650,000  shares of Common  Stock  under  and in  accordance  with the T/F
Purifiner,  Inc. 1996 Stock Option Plan (the "Plan"). All of the Options were or
will be granted to such officers, directors,  employees, advisory board members,
and consultants pursuant to individual written options or employment agreements.
Such selling shareholders may sometimes hereafter be collectively referred to as
the  "Selling  Security  Holders."  The Company has been  advised by the Selling
Security  Holders that they may sell all or a portion of the Shares from time to
time in the  over-the-counter  market, in negotiated  transactions,  directly or
through brokers or otherwise, and that such shares will be sold at market prices
prevailing  at the time of such sales or at negotiated  prices,  and the Company
will not  receive  any  proceeds  from such sales  except  upon  exercise of the
Options.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the Shares  issuable  upon exercise of the Options or under the
terms of the Agreements shall, under any  circumstances,  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.
                                 _____________

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                 _____________

      This  Prospectus  does not  constitute an offer to sell  securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this Prospectus is December 3, 1996.

                                        4
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission  also  maintains  a  Web  site  that  contains  reports,   proxy  and
information  statements and other  information  regarding  registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock is traded on the OTC Bulletin Board under the symbol "TFPU."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an  aggregate of 650,000  shares of the  Company's
Common Stock, issued or underlying options granted to officers,  directors,  key
employees or consultants to the Company under the Plan. This  Prospectus,  which
is Part I of the Registration Statement,  omits certain information contained in
the Registration Statement.  For further information with respect to the Company
and the shares of the Common Stock offered by this Prospectus, reference is made
to the Registration  Statement,  including the exhibits  thereto.  Statements in
this Prospectus as to any document are not necessarily  complete,  and where any
such document is an exhibit to the Registration  Statement or is incorporated by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

(a)  The  Company's  Registration  Statement  on Form 10-SB,  as  amended,  
effective September 28, 1996.

(b)  The Company's Quarterly Report on Form 10-QSB for  the quarter ended
September 30, 1996. 

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a  post-effective amendment

                                        5
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written  request of any such person,  a copy of any or all of
the  documents  referred  to above  which  have been or may be  incorporated  by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should  be  directed  to  Corporate  Secretary,  T/F
Purifiner,  Inc., 3020 High Ridge Road, Suite 100, Boynton Beach, Florida 33426,
Telephone (561) 547-9499.

                                        6
THE COMPANY

      The  Company  owns  the  rights  to  manufacture,  market  and  distribute
worldwide the Purifiner(TM), a bypass oil purification system that is compatible
for use with substantially all internal combustion engines, generators and other
types of equipment which use oil for their lubrication  needs. The Purifiner(TM)
is a bypass ultra  filtration  system which cleans oil by continuously  removing
solid and liquid  contaminants from the oil through a filtration and evaporation
process.  The Purifiner(TM)  has been used successfully to substantially  extend
oil drain  intervals and the time between engine  overhauls to up to three times
longer than historical overhaul  intervals.  The Company also manufactures (with
one  exception)  and sells the disposable  replacement  filter  elements for the
Purifiner(TM).

      By  continually  cleaning the oil,  which enables  greatly  extended drain
intervals,  the Purifiner(TM) has had a demonstrable  effect on extending engine
life,  reducing oil purchase,  disposal and maintenance  costs and service time,
while  significantly  reducing the necessity for the disposal and storage of new
and used oil,  thereby  enabling  users to  overcome  environmental  liabilities
associated  with such  disposal and storage.  Additionally,  based upon customer
statements,   extensive  testing  done  by  Southwest  Research  Institute,   an
independent third party testing laboratory, on an improved heavy duty engine oil
that  supports  improved fuel  efficiency  from the use of this new oil, and the
general  recognition  that  operating an engine with  cleaner oil will  decrease
engine energy losses due to friction, wear, and oil viscosity fluctuations,  the
Company believes that end users shall experience improved fuel economy.

      Since the Purifiner(TM) has had limited  acceptability in the marketplace,
the Company's strategy has been to obtain product credibility by overcoming long
held  beliefs  that  oil  needs  to be  regularly  changed  in  accordance  with
recommended  guidelines.  As the Company was striving to obtain  credibility for
the  Purifiner(TM),  the  concept of  extended  oil  replacement  intervals  was
becoming more readily  accepted.  The Company  believes that this acceptance was
due, in part, to the  introduction  of longer life oils and the  realization  by
consumers, as well as vehicle and engine manufacturers and oil companies, of the
cost, warranty, environmental and other benefits of such extensions.

      The Company has expanded  its  distribution  network and direct  marketing
activities,   primarily  focused  in  the  heavy  duty  truck  marketplace,  and
internationally.  To date the Company has  approximately  135 U.S.  and Canadian
distributors,   of  which   approximately  80  are  active   distributors,   and
approximately 17 international  distributors.  The Company also formed a foreign
joint venture  effective January 1, 1996 to market the  Purifiner((TM))  through

                                        7
Europe,  the Middle East,  the former  Soviet  Union,  Egypt,  and South Africa.
Additionally,  the  Company  recently  entered  into  a  written  Memorandum  of
Understanding  with a  private  company  in India to  distribute  the  Company's
products in India,  Nepal, Sri- Lanka and Burma and to manufacture such products
for these markets and for export.

      The  Company  plans on  continuing  to expand  its  distribution  channels
throughout  the  world,  as well as the  number of market  segments  on which it
focuses.  The Company also plans to employ  additional direct sales personnel to
establish additional distributors and to market its products to certain national
and other accounts in conjunction with its distributors.  The Company also plans
to enter into additional joint ventures in various parts of the world that would
manufacture and/or market its products.

      The Company has entered into  discussions  with two major oil companies to
form  strategic  alliances for the purpose of marketing the  Purifiner(TM)  with
certain of their products.  The Company also plans to target original  equipment
manufacturers  ("OEM")  for  original  placement  of  the  Purifiner(TM)  on OEM
products.

      The  Company's  administrative  office is located at 3020 High Ridge Road,
Suite 100,  Boynton Beach,  Florida  33426;  Telephone No. (561)  547-9499.  The
Company's fiscal year end is December 31.

                  T/F PURIFINER, INC. 1996 STOCK OPTION PLAN

INTRODUCTION

      The following  descriptions  summarize certain  provisions of the Plan and
the form of agreements  to be entered into by recipients of options  thereunder.
Such  summaries do not purport to be complete and are  qualified by reference to
the full text of the Plan and form of  agreement.  A copy of the Plan is on file
as an exhibit to the Registration  Statement of which this Prospectus is a part.
Each person  receiving an option under the Plan should read the Plan and related
option agreement in its entirety.

      The Company's 1996 Stock Option Plan was adopted by the Board of Directors
on July 31,  1996,  effective  as of that  date and  ratified  by the  Company's
shareholders  on August 28,  1996.  Under the Plan,  the Company has reserved an
aggregate of 650,000  shares of Common  Stock for  issuance  pursuant to options
granted under the Plan ("Plan Options"). The purpose of the Plan is to encourage
stock ownership by officers,  directors,  employees, advisory board members, and
consultants of the Company, and to give such persons a greater personal interest
in the success of the Company's  business and an added  incentive to continue to
advance and contribute to the Company.  The Compensation  Committee of the Board
of  Directors  (the  "Committee")  or the  Board  of  Directors  of the  Company
administers the Plan including, without limitation, the selection of the persons

                                        8
who will be granted Plan Options under the Plan,  the type of Plan Options to be
granted,  the number of shares  subject to each Plan  Option and the Plan Option
price.

      Plan Options  granted  under the Plan may either be options  qualifying as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify
("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and  receive a new Plan  Option to  purchase  shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive  Option  granted under the Plan must provide for an exercise  price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant,  but the exercise  price of any  Incentive  Option  granted to an
eligible  employee owning more than 10% of the  outstanding  Common Stock of the
Company  must not be less than 110% of such fair market value as  determined  on
the date of the grant.  The term of each Plan  Option and the manner in which it
may be exercised  is  determined  by the Board of  Directors  or the  Committee,
provided  that no Plan  Option may be  exercisable  more than 10 years after the
date of its grant and, in the case of an Incentive Option granted to an eligible
employee owning more than 10% of the Common Stock, no more than five years after
the date of the grant.

ELIGIBILITY

      Officers, directors, employees, advisory board members, and consultants of
the Company and its subsidiaries are eligible to receive  Non-Qualified  Options
under the T/F  Purifiner,  Inc.  1996  Stock  Option  Plan.  Only  officers  and
employees  of the Company who are  employed by the Company or by any  subsidiary
thereof are eligible to receive Incentive Options.

ADMINISTRATION

      The Plan is  administered by the Company's  Compensation  Committee of the
Board of Directors or the Board of Directors itself.  The Committee or the Board
of Directors determines from time to time those officers, directors,  employees,
advisory  board  members,   and  consultants  of  the  Company  or  any  of  its
subsidiaries to whom Plan Options are to be granted, the terms and provisions of
the respective option  agreements,  the time or times at which such Plan Options
shall be granted,  the type of Plan  Options to be granted,  the dates such Plan
Options  become  exercisable,  the number of shares subject to each Plan Option,
the  purchase  price of such  shares and the form of  payment  of such  purchase
price. All other questions  relating to the  administration of the Plan, and the
interpretation of the provisions  thereof and of the related option  agreements,
are resolved by the Committee or the Board of Directors.

                                        9
SHARES SUBJECT TO AWARDs

      The Company has reserved  650,000 of its authorized but unissued shares of
Common  Stock or shares  maintained  in the treasury of the Company for issuance
under the Plan,  and a maximum of 650,000  shares may be issued  thereunder.  In
connection  with the adoption and approval of the Plan,  the Company's  Board of
Directors  resolved that the  aggregate  number of total shares of the Company's
Common Stock issuable  under the Plan may not exceed 650,000 shares  (subject to
adjustment  in the event of  certain  changes in the  Company's  capitalization)
without further action by the Company's Board of Directors and shareholders,  as
required.  Except for such limitation on the aggregate number of shares issuable
under the Plan,  there is no maximum or minimum number of shares of Common Stock
as to which a Plan  Option may be granted to any  person.  Shares  used for Plan
Options  may be  authorized  and  unissued  shares or shares  reacquired  by the
Company,  including shares purchased in the open market.  Shares covered by Plan
Options which terminate  unexercised  will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.

      The Plan provides that, if the Company's outstanding shares are increased,
decreased,  exchanged or otherwise adjusted due to a share dividend,  forward or
reverse share split,  recapitalization,  reorganization,  merger, consolidation,
combination or exchange of shares, an appropriate and  proportionate  adjustment
shall be made in the number or kind of shares  subject to the Plan or subject to
unexercised  Plan  Options and in the  purchase  price per share under such Plan
Options.  Any  adjustment,  however,  does not change the total  purchase  price
payable  for the  shares  subject  to  outstanding  Plan  Options.  The Board of
Directors are required by the Plan to accelerate the exercise  provisions of any
outstanding Plan Option in the event of a tender offer for the Company's shares,
the adoption of a plan of merger under which all the shares of the Company would
be eliminated,  a sale of substantially  all of the Company's assets or business
or the liquidation or dissolution of the Company.

TERMS OF EXERCISE

      The Plan  provides  that  the Plan  Options  granted  thereunder  shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement  representing the Plan Options or by the Committee or by the Board
of Directors.  Each Plan Option may be exercised in whole or in part at any time
during the period from the date the Plan Option  becomes  exercisable  until the
end of the period covered by the Plan Option period.

      The Plan  provides  that,  with respect to Incentive  Stock  Options,  the
aggregate  fair  market value (determined as of the time the option is  granted)

                                       10
of the shares of Common Stock, with respect to which Incentive Stock Options are
first  exercisable by any option holder during any calendar year  (including all
incentive  stock  option plans of the  Company,  any parent or any  subsidiaries
which are  qualified  under  Section 422 of the  Internal  Revenue Code of 1986)
shall not exceed $100,000.

EXERCISE PRICE

      The purchase price for shares  subject to Incentive  Stock Options must be
at least 100% of the fair market value of the Company's Common Stock on the date
the option is granted,  except that the purchase  price must be at least 110% of
the fair market  value in the case of an  Incentive  Stock  Option  granted to a
person  who is a "10%  stockholder."  A "10%  stockholder"  is a person who owns
(within the meaning of Section  422(b)(6) of the Internal  Revenue Code of 1986)
at the time the Incentive Stock Option is granted,  shares  possessing more than
10% of the total combined voting power of all classes of the outstanding  shares
of the Company,  any parent or any  subsidiaries.  The Plan  provides  that fair
market value shall be  determined  by the Board or the  Committee in  accordance
with procedures which it may from time to time establish.  If the purchase price
is paid with  consideration  other than cash,  the Board or the Committee  shall
determine the fair value of such consideration to the Company in monetary terms.

      The exercise  price of  Non-Qualified  Options  shall be determined by the
Board of  Directors or the  Committee  and will not be less than 75% of the fair
market value (but in no event less than par value).

      The per share  purchase  price of shares  subject to Plan Options  granted
under the Plan may be adjusted in the event of certain  changes in the Company's
capitalization,  but any such  adjustment  shall not change  the total  purchase
price payable upon the exercise in full of Plan Options granted under the Plan.

MANNER OF EXERCISE

      Plan Options are exercisable  under the Plan by delivery of written notice
to the  Company  stating  the  number of shares  with  respect to which the Plan
Option is being  exercised,  together  with full payment of the  purchase  price
therefor.  Payment shall be in cash, checks, certified or bank cashier's checks,
shares of Common Stock or in such other form or combination of forms which shall
be acceptable to the Board of Directors or the Committee, provided that any loan
or  guarantee  by the  Company  of the  purchase  price  may  only be made  upon
resolution  of the Board or Committee  that such loan or guarantee is reasonably
expected to benefit the Company.

                                       11
OPTION PERIOD

      All  Incentive  Stock  Options  shall expire on or before the tenth (10th)
anniversary  of the date the Option is  granted  except  for  Incentive  Options
granted to 10% stockholders.  Non-Qualified  Options shall expire ten (10) years
and one (1) day from the date of grant unless otherwise provided under the terms
of the option grant.

TERMINATION

      All Plan Options are nonassignable and nontransferable,  except by will or
by the  laws of  descent  and  distribution,  and  during  the  lifetime  of the
optionee, may be exercised only by such optionee. If an optionee's employment is
terminated for any reason, other than his death or disability or termination for
cause,  or if an  optionee  is not an employee of the Company but is a member of
the Company's Board of Directors,  Advisory Board Members and  consultants,  and
his service as a director,  advisory board member, or consultant,  is terminated
for any reason,  other than death or  disability,  the  exercisable  Plan Option
granted  to him shall  lapse to the  extent  unexercised  on the  earlier of the
expiration  date or 30 days following the date of  termination.  If the optionee
dies during the term of his employment,  the exercisable  Plan Option granted to
him shall lapse to the extent  unexercised on the earlier of the expiration date
of the Plan  Option or the date one year  following  the date of the  optionee's
death. If the optionee is permanently and totally disabled within the meaning of
Section  22(c)(3) of the Internal  Revenue Code of 1986,  the  exercisable  Plan
Option  granted to him lapses to the extent  unexercised  on the  earlier of the
expiration date of the option or one year following the date of such disability.

MODIFICATION AND TERMINATION OF PLANS

      The Board of Directors  may amend,  suspend or  terminate  the Plan at any
time,  except  that no  amendment  shall be made which (i)  increases  the total
number of shares  subject  to the Plan or changes  the  minimum  purchase  price
therefor  (except in either case in the event of  adjustments  due to changes in
the Company's  capitalization),  or (ii) affects outstanding Plan Options or any
exercise right thereunder. Unless the Plan shall theretofore have been suspended
or terminated by the Board of  Directors,  the Plan shall  terminate on July 31,
2006. Any such termination of the Plan shall not affect the validity of any Plan
Options previously granted thereunder.

FEDERAL INCOME TAX EFFECTS

      The following  discussion  applies to the T/F  Purifiner,  Inc. 1996 Stock
Option Plan and is based on federal income tax laws and regulations in effect on
December  31,  1995.  It does not  purport to be a complete  description  of the
federal  income  tax  consequences  of  the  Plan,  nor  does  it  describe  the

                                       12
consequences  of state,  local or  foreign  tax laws  which  may be  applicable.
Accordingly, any person receiving a grant under the Plan should consult with his
own tax adviser.

      The Plan is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974 and is not qualified  under  Section  401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

      An employee  granted an Incentive Stock Option does not recognize  taxable
income  either  at the  date of grant  or at the  date of its  timely  exercise.
However,  the excess of the fair  market  value of Common  Stock  received  upon
exercise of the Incentive Stock Option over the Option exercise price is an item
of tax preference  under Section  57(a)(3) of the Code and may be subject to the
alternative  minimum tax imposed by Section 55 of the Code. Upon  disposition of
stock acquired on exercise of an Incentive Stock Option,  long-term capital gain
or loss is  recognized  in an amount equal to the  difference  between the sales
price and the Incentive Stock Option  exercise  price,  provided that the option
holder has not disposed of the stock within two years from the date of grant and
within one year from the date of exercise.  If the Incentive Stock Option holder
disposes of the acquired  stock  (including  the  transfer of acquired  stock in
payment of the exercise price of an Incentive  Stock Option)  without  complying
with both of these holding period  requirements  ("Disqualifying  Disposition"),
the  option  holder  will  recognize   ordinary  income  at  the  time  of  such
Disqualifying  Disposition to the extent of the difference  between the exercise
price  and the  lesser  of the fair  market  value of the  stock on the date the
Incentive  Stock  Option is  exercised  (the value six months  after the date of
exercise  may govern in the case of an employee  whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities  Exchange Act of
1934) or the amount realized on such  Disqualifying  Disposition.  Any remaining
gain or loss is treated  as a  short-term  or  long-term  capital  gain or loss,
depending  on how long the  shares  are held.  In the  event of a  Disqualifying
Disposition,  the Incentive Stock Option tax preference  described above may not
apply (although,  where the Disqualifying  Disposition  occurs subsequent to the
year the  Incentive  Stock  Option is  exercised,  it may be  necessary  for the
employee to amend his return to eliminate  the tax  preference  item  previously
reported).  The Company and its  subsidiary  are not entitled to a tax deduction
upon either  exercise  of an  Incentive  Stock  Option or  disposition  of stock
acquired  pursuant  to such an  exercise,  except to the extent  that the Option
holder recognized ordinary income in a Disqualifying Disposition.

      If the holder of an Incentive  Stock Option pays the  exercise  price,  in
full or in part, with shares of previously  acquired Common Stock,  the exchange
should not affect the Incentive  Stock Option tax treatment of the exercise.  No
gain or loss should be recognized on the  exchange,  and the shares  received by

                                       13
the  employee,  equal in  number to the  previously  acquired  shares  exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously  acquired shares. The employee will not, however,  be
able to utilize  the old  holding  period  for the  purpose  of  satisfying  the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding  period  which  commences as of the date the Common Stock is issued to
the employee  upon exercise of the  Incentive  Stock  Option.  If an exercise is
effected using shares  previously  acquired through the exercise of an Incentive
Stock Option, the exchange of the previously  acquired shares will be considered
a  disposition  of  such  shares  for  the  purpose  of  determining  whether  a
Disqualifying Disposition has occurred.

      In respect to the holder of Non-Qualified  Options, the option holder does
not  recognize  taxable  income  on the date of the  grant of the  Non-Qualified
Option, but recognizes  ordinary income generally at the date of exercise in the
amount of the difference  between the option  exercise price and the fair market
value of the Common  Stock on the date of  exercise.  However,  if the holder of
Non-Qualified  Options is subject to the  restrictions on resale of Common Stock
under Section 16 of the Securities  Exchange Act of 1944, such person  generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the  difference  between the option  exercise price
and the fair  market  value  of the  Common  Stock  at the end of the  six-month
period.  Nevertheless,  such  holder may elect  within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise.  The amount of
ordinary income  recognized by the option holder is deductible by the Company in
the year that income is recognized.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of the Shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  shareholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors and 10% and greater shareholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                            DESCRIPTION OF SECURITIES

The Company is  authorized  to issue up to  20,000,000  shares of Common  Stock,
$.001 per  value,  per Share.  The  Company  is also  authorized  to issue up to
500,000 shares of Preferred Stock, par value $.001 per Share, no shares of which
have previously been issued.

                                       14
Common Stock
------------

      The  Company  is  authorized  to issue up to  20,000,000  shares of Common
Stock, $.001 par value per Share.  Subject to the dividend rights of the holders
of any outstanding shares of Preferred Stock,  holders of shares of Common Stock
are entitled to share, on a ratable basis,  such dividends as may be declared by
the  Board  of  Directors  out  of  funds  legally  available   therefor.   Upon
liquidation,  dissolution  or  winding  up of  the  Company,  after  payment  to
creditors and holders of any outstanding  shares of Preferred  Stock, the assets
of the  Company  will be divided pro rata on a per Share basis among the holders
of the Common Stock.

      Each share of Common  Stock  entitles  the holders  thereof,  to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of shares  voting for the election of Directors can
elect all of the  Directors  if they  choose to do so,  and in such  event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
Company's management or their affiliates own or have the right to vote 1,184,823
shares or approximately  77.9% of the outstanding Common Stock of the Company at
September 15, 1996.  The By-Laws of the Company  require that only a majority of
the  issued  and  outstanding  shares of  Common  Stock of the  Company  need be
represented to constitute a quorum and to transact  business at a  stockholders'
meeting.  The Common Stock has no preemptive,  subscription or conversion rights
and is not redeemable by the Company.

Preferred Stock
---------------

      The Company is authorized to issue 500,000 shares of Preferred  Stock, par
value  $.001 per  Share,  issuable  in such  series  and  bearing  such  voting,
dividend, conversion,  liquidation and other rights and preferences as the Board
of Directors may determine. As of the date hereof, no shares have been issued or
are outstanding. The Preferred Stock is so-called "Blank Check" Preferred Stock,
which means that the Board of Directors of the Company,  in its sole discretion,
will be able to issue the  shares of  Preferred  Stock in one or more  series of
classes  having such terms,  designations  and  preferences as determined by the
Board of Directors and without authorization or confirmation by the stockholders
of the Company.

Options and Warrants
--------------------

      There are currently no outstanding  warrants to purchase  shares of Common
Stock of the Company.  However,  warrants to purchase shares of Common Stock may
be expected to be provided to key employees,  members of management,  directors,
board of advisors, and consultants to the Company in the future.

      As of September 15, 1996,  the Company  granted  incentive Plan Options to
purchase an aggregate of 159,650 shares of Common Stock and  non-qualified  Plan

                                       15
Options to purchase  an  aggregate  of 490,350  shares of Common  Stock.  Of the
incentive Plan Options  granted,  options to purchase an aggregate of (i) 35,000
shares at $5.50 per Share through  August 2, 2001 were granted,  17,500 of which
vested on August 2, 1996,  8,750 of which  vest on August 2, 1997,  and 8,750 of
which vest on August 2, 1998; (ii) options to purchase 81,750 at $5.00 per Share
through  August 2, 2006 were  granted,  40,375 of which  vest on August 2, 1996,
20,438 of which vest on August 2, 1997,  20,437 of which vest on August 2, 1998,
250 of which  vest on August 2,  1999 and 250 of which  vest on August 2,  2000;
(iii)  options to  purchase  an  aggregate  of 12,500  Shares at $5.00 per Share
through  August 2, 2006,  of which  3,125 vest on August 5, 1997,  3,125 vest on
August 5,  1998,  3,125 vest on August 5, 1999 and 3,125 vest on August 5, 2000;
(iv)  options to  purchase  an  aggregate  of 30,000  Shares at $15.00 per Share
through  August 2, 2006,  7,500 of which vest on August 5, 1997,  7,500 of which
vest on August 5, 1998, 7,500 of which vest on August 5, 1999 and 7,500 of which
vest on August 5, 2000;  and (v) options to purchase an  aggregate of 400 Shares
at $5.00 per Share through  September 9, 2006, 100 of which vest on September 9,
1997,  100 of which vest on September 9, 1998, 100 of which vest on September 9,
1999, and 100 of which vest on September 9, 2000.

      As of August 31, 1996,  non-qualified  options to purchase an aggregate of
490,350  shares were issued as follows:  (i) options to purchase an aggregate of
25,000 Shares at $5.00 per Share through  August 2, 2006 were granted to members
of the  Company's  Board of  Advisors  of which an  aggregate  of 8,335 of which
vested as of August 2,  1996,  8,335 of which  shall  vest on August 2, 1997 and
8,330 shall vest as of August 2, 1998;  (ii) options to purchase an aggregate of
317,850  Shares were  granted to  consultants  of the Company at $5.00 per Share
through  August 2,  1997;  108,500 of which  vested on August 2, 1996,  9,350 of
which vest on  November  2, 1996,  and  200,000 of which vest on January 1, 1997
(iii)  options  to  purchase  an  aggregate  of  67,500  Shares  were  issued to
consultants of the Company at $15.00 per Share through August 2, 1997; 67,500 of
which vest on August 2, 1996,  and (iv)  options to  purchase  an  aggregate  of
80,000  Shares were issued to Richard C. Ford,  the  Company's  Chief  Executive
Officer, President,  Chairman and a Director at $5.00 per Share, 40,000 of which
vested as of August 2, 1996,  20,000 of which shall vest on August 2, 1997,  and
20,000 of which shall vest on August 2, 1998.

OVER-THE-COUNTER MARKET

      The Company's  Common Stock is traded on the OTC Bulletin  Board under the
symbol "TFPU."

TRANSFER AGENT

      The transfer  agent for the  Company's  Common  Stock is Florida  Atlantic
Stock Transfer, Inc., 5701 N. Pine Island Road, Tamarac, Florida 33321.

                                       16
LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., 200 East Las Olas Boulevard,  Suite 1900, Fort Lauderdale,  Florida 33301.
Atlas,  Pearlman,  Trop & Borkson, P.A. and members of the firm collectively own
5,000 shares of Common Stock of the Company.

                                     EXPERTS

      The  financial  statements  of T/F  Purifiner,  Inc.  for the  year  ended
December  31, 1995,  included in the  Company's  Registration  Statement on Form
10-SB,  as  amended,  have been  audited by Richard  A.  Eisner & Company,  LLP,
independent  certified public accountants,  as set forth in their report thereon
included therein and incorporated herein by reference. Such financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                 INDEMNIFICATION

      Article  X  of  the  Company's   Amended  and  Restated   Certificate   of
Incorporation  provide  for  indemnification  of  officers  and  directors.  The
specific provision of the Amended and Restated  Certificate of Amendment related
to such indemnification is as follows:

      A.    PERSONS.  The Corporation shall indemnify, to the extent provided in
 paragraphs B, D or F:

            (1)   any person who is or was a director, officer,
                  employee, or agent of the Corporation; and

            (2)   any person who serves or served at the  Corporation's  request
                  as a director, officer, employee, agent, partner or trustee of
                  another  corporation,  partnership,  joint  venture,  trust or
                  other enterprise.

      B.    EXTENT  --  DERIVATIVE  SUITS.  In case of a threatened,  pending or
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the Corporation shall indemnify him if he satisfied the standard in paragraph C,
for  expenses   (including   attorneys'  fees  but  excluding  amounts  paid  in
settlement)  actually  and  reasonably  incurred by him in  connection  with the
defense or settlement of the action or suit.

      C.    STANDARD -- DERIVATIVE SUITS.  In case of a  threatened,  pending or
completed action or suit by or in the right of the Corporation,  a  person named

                                       17
named in paragraph A shall be indemnified only if:

            (1)   he is successful on the merits or otherwise; or

            (2)   he acted in good faith in the transaction which is the subject
                  of the suit or action, and in a manner he reasonably  believed
                  to be  in,  or not  opposed  to,  the  best  interests  of the
                  Corporation,  including, but not limited to, the taking of any
                  and all actions in connection with the Corporation's  response
                  to any tender offer or any offer or proposal of another  party
                  to engage in a Business  Combination and approved by the Board
                  of Directors.  However, he shall not be indemnified in respect
                  of any claim, issue or matter as to which he has been adjudged
                  liable to the Corporation unless (and only to the extent that)
                  the court in which the suit was brought shall determine,  upon
                  application,  that despite the adjudication but in view of all
                  the  circumstances,  he is fairly and  reasonably  entitled to
                  indemnity for such expenses a the court shall deem proper.

      D.   EXTENT --  NONDERIVATIVE SUITS.  In case of a threatened,  pending or
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a Nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify him if he satisfied the standard in paragraph E, for
amounts  actually and reasonably  incurred by him in connection with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

      E.   STANDARD -- NONDERIVATIVE SUITS.  In case of a  nonderivative suit, a
person named in paragraph A shall be indemnified only if:

            (1)   he is successful on the merits or otherwise; or

            (2)   he acted in good faith in the transaction which is the subject
                  of the  nonderivative  suit  and  in a  manner  he  reasonably
                  believed to be in, or not opposed  to, the best  interests  of
                  the Corporation,  including, but not limited to, the taking of
                  any and all  actions  in  connection  with  the  Corporation's
                  response  to any  tender  offer or any  offer or  proposal  of
                  another party to engage in a Business Combination not approved
                  by the Board of  Directors  and,  with respect to any criminal
                 

                                       18
actions or proceeding,  he had no reasonable  cause to believe
                  his conduct was unlawful.  The  termination of a nonderivative
                  suit by judgment,  order,  settlement,  conviction,  or upon a
                  plea of no lo  contendere  or its  equivalent  shall  not,  in
                  itself, create a presumption that the person failed to satisfy
                  the standard of this subparagraph E(2).

      F.    DETERMINATION THAT STANDARD HAS BEEN MET.  A  determination that the
standard of  paragraph  C or E has been  satisfied  may be made by a court,  or,
except as stated in subpara- graph C(2) (second sentence), the determination may
be made by:

            (1)   the  Board  of  Directors  by a  majority  vote  of  a  quorum
                  consisting  of  directors  of the  Corporation  who  were  not
                  parties to the action, suit or proceeding; or

            (2)   independent legal counsel (appointed by a majority of the dis-
                  interested  directors  of the  Corporation,  whether  or not a
                  quorum) in a written opinion; or

            (3)   the stockholders of the Corporation.

      G.    PRORATION.  Anyone  making  a  determination  under  paragraph F may
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      H.    ADVANCE PAYMENT.  The Corporation shall pay in  advance any expenses
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs A through G if:

            (1)   the Board of Directors authorizes the specific payment; and

            (2)   the person  receiving  the  payment  undertakes  in writing to
                  repay the same if it is ultimately  determined  that he is not
                  entitled  to   indemnification   by  the   Corporation   under
                  paragraphs A through G.

      I.    NONEXCLUSIVE.  The indemnification and  advance payment of  expenses
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

      J.    CONTINUATION.  The indemnification provided by this  Article X shall
be deemed to be a contract  between the Corporation and the persons  entitled to
indemnification  thereunder,  and any repeal or  modification  of this Article X
shall not affect any rights or  obligations  then  existing  with respect to any

                                       19
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.

      K.   INSURANCE.  The Corporation may  purchase and  maintain  insurance on
behalf of any person who holds or who has held any  position  named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

      L.   INTENTION AND SAVINGS CLAUSE.  It is the intention of  this Article X
to provide for  indemnification  to the fullest extent  permitted by the General
Corporation  Law of  the  State  of  Delaware,  and  this  Article  X  shall  be
interpreted  accordingly.  If this  Article  X or any  portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees),  judgments,  fines, and amounts paid in settle with respect to
any action, suit, or proceeding,  whether civil,  criminal,  administrative,  or
investigative,  including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article X that shall not
have been invalidated and to the full extent permitted by applicable law. If the
General  Corporation Law of the State of Delaware is amended,  or other Delaware
law is enacted,  to permit further or additional  indemnification of the persons
defined in this Article X A, then the  indemnification  of such persons shall be
to the fullest extent  permitted by the General  Corporation Law of the State of
Delaware, as so amended, or such other Delaware law.

      Article XI of the Company's  Amended and Restated Article of Incorporation
sets forth the limitations on directors" liability as follows:

      A director of the Corporation  shall not be personally liable to the
      Corporation or its  stockholders  for monetary damages for breach of
      fiduciary  duty as a  director,  except:  (i) for any  breach of the
      director's duty of loyalty to the  Corporation or its  stockholders,
      (ii)  for  acts or  omissions  that  are not in good  faith  or that
      involve intentional  misconduct or a knowing violation of law, (iii)
      under  Section  174 of the General  Corporation  Law of the State of
      Delaware,  or (iv)  for any  transaction  from  which  the  director
      derived any improper  personal benefit.  If the General  Corporation
      Law of the State of  Delaware  or other  Delaware  law is amended or
      enacted  after  the date of filing of this  Certificate  to  further
      

                                    20
eliminate or limit the personal  liability  of  directors,  then the
      liability of a director of the  Corporation  shall be  eliminated or
      limited to the fullest extent  permitted by the General  Corporation
      Law of the State of  Delaware,  as amended,  or such other  Delaware
      law. Any repeal or  modification  of the foregoing  paragraph by the
      stockholders of the Corporation shall not adversely affect any right
      or protection of a director of the Corporation  existing at the time
      of such repeal or modification.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       21
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
------  ---------------------------------------

      The  documents  listed  in (a)  through  (b)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a) All  reports  filed  pursuant  to Section  13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registrant's
document referred to above; and

            (b) The  description  of the Common  Stock of the  Company  which is
contained in a Registration Statement filed under the Exchange Act (Form 10-SB),
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

Item 4. Description of Securities
------  -------------------------

      The class of securities to be offered  hereby is registered  under Section
12 of the  Securities  Exchange Act of 1934, as amended.  A  description  of the
Registrant's  securities  is set forth in the  Prospectus  included as a part of
this Registration Statement.

Item 5. Interests of Named Experts and Counsel
------  --------------------------------------

      Not Applicable.

Item 6. Indemnification of Directors and Officers
------  -----------------------------------------

      Article  X  of  the  Company's   Amended  and  Restated   Certificate   of
Incorporation  provide  for  indemnification  of  officers  and  directors.  The
specific provision of the Amended and Restated  Certificate of Amendment related
to such indemnification is as follows:

      M.    PERSONS.  The Corporation shall indemnify, to the extent provided in
paragraphs B, D or F:

            (1)   any  person  who is or was a  director, officer,  employee, or
agent of the Corporation; and

                                        i
(2)   any person who serves or served at the  Corporation's  request
                  as a director, officer, employee, agent, partner or trustee of
                  another  corporation,  partnership,  joint  venture,  trust or
                  other enterprise.

      N.   EXTENT  --  DERIVATIVE  SUITS.  In case of a  threatened, pending  or
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the Corporation shall indemnify him if he satisfied the standard in paragraph C,
for  expenses   (including   attorneys'  fees  but  excluding  amounts  paid  in
settlement)  actually  and  reasonably  incurred by him in  connection  with the
defense or settlement of the action or suit.

      O.   STANDARD -- DERIVATIVE SUITS.  In case of a  threatened,  pending  or
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

            (1)   he is successful on the merits or otherwise; or

            (2)   he acted in good faith in the transaction which is the subject
                  of the suit or action, and in a manner he reasonably  believed
                  to be  in,  or not  opposed  to,  the  best  interests  of the
                  Corporation,  including, but not limited to, the taking of any
                  and all actions in connection with the Corporation's  response
                  to any tender offer or any offer or proposal of another  party
                  to engage in a Business  Combination and approved by the Board
                  of Directors.  However, he shall not be indemnified in respect
                  of any claim, issue or matter as to which he has been adjudged
                  liable to the Corporation unless (and only to the extent that)
                  the court in which the suit was brought shall determine,  upon
                  application,  that despite the adjudication but in view of all
                  the  circumstances,  he is fairly and  reasonably  entitled to
                  indemnity for such expenses a the court shall deem proper.

      P.   EXTENT --  NONDERIVATIVE  SUITS.  In case of a threatened, pending or
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a Nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify him if he satisfied the standard in paragraph E, for
amounts  actually and reasonably  incurred by him in connection with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

                                       ii
Q.    STANDARD -- NONDERIVATIVE SUITS.  In case of a nonderivative suit, a
person named in paragraph A shall be indemnified only if:

            (1)   he is successful on the merits or otherwise; or

            (2)   he acted in good faith in the transaction which is the subject
                  of the  nonderivative  suit  and  in a  manner  he  reasonably
                  believed to be in, or not opposed  to, the best  interests  of
                  the Corporation,  including, but not limited to, the taking of
                  any and all  actions  in  connection  with  the  Corporation's
                  response  to any  tender  offer or any  offer or  proposal  of
                  another party to engage in a Business Combination not approved
                  by the Board of  Directors  and,  with respect to any criminal
                  actions or proceeding,  he had no reasonable  cause to believe
                  his conduct was unlawful.  The  termination of a nonderivative
                  suit by judgment,  order,  settlement,  conviction,  or upon a
                  plea of no lo  contendere  or its  equivalent  shall  not,  in
                  itself, create a presumption that the person failed to satisfy
                  the standard of this subparagraph E(2).

      R.    DETERMINATION THAT STANDARD HAS BEEN MET.  A  determination that the
standard of  paragraph  C or E has been  satisfied  may be made by a court,  or,
except as stated in subpara- graph C(2) (second sentence), the determination may
be made by:

            (1)   the  Board  of  Directors  by a  majority  vote  of  a  quorum
                  consisting  of  directors  of the  Corporation  who  were  not
                  parties to the action, suit or proceeding; or

            (2)   independent legal counsel (appointed by a majority of the dis-
                  interested  directors  of the  Corporation,  whether  or not a
                  quorum) in a written opinion; or

            (3)   the stockholders of the Corporation.

      S.    PRORATION.  Anyone  making a  determination  under  paragraph F  may
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      T.    ADVANCE PAYMENT.  The Corporation shall pay in  advance any expenses
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs A through G if:

            (1)   the Board of Directors authorizes the specific payment; and

                                       iii
(2)   the person  receiving  the  payment  undertakes  in writing to
                  repay the same if it is ultimately  determined  that he is not
                  entitled  to   indemnification   by  the   Corporation   under
                  paragraphs A through G.

      U.    NONEXCLUSIVE.  The indemnification and  advance  payment of expenses
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

      V.    CONTINUATION.  The indemnification  provided by this Article X shall
be deemed to be a contract  between the Corporation and the persons  entitled to
indemnification  thereunder,  and any repeal or  modification  of this Article X
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.

      W.    INSURANCE.  The Corporation  may  purchase and maintain insurance on
behalf of any person who holds or who has held any  position  named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

      X.    INTENTION AND SAVINGS CLAUSE.  It is the intention of this Article X
to provide for  indemnification  to the fullest extent  permitted by the General
Corporation  Law of  the  State  of  Delaware,  and  this  Article  X  shall  be
interpreted  accordingly.  If this  Article  X or any  portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees),  judgments,  fines, and amounts paid in settle with respect to
any action, suit, or proceeding,  whether civil,  criminal,  administrative,  or
investigative,  including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article X that shall not
have been invalidated and to the full extent permitted by applicable law. If the
General  Corporation Law of the State of Delaware is amended,  or other Delaware
law is enacted,  to permit further or additional  indemnification of the persons
defined in this Article X A, then the  indemnification  of such persons shall be
to the fullest extent  permitted by the General  Corporation Law of the State of
Delaware, as so amended, or such other Delaware law.

                                       iv
Article XI of the Company's  Amended and Restated Article of Incorporation
sets forth the limitations on directors" liability as follows:

      A director of the Corporation  shall not be personally liable to the
      Corporation or its  stockholders  for monetary damages for breach of
      fiduciary  duty as a  director,  except:  (i) for any  breach of the
      director's duty of loyalty to the  Corporation or its  stockholders,
      (ii)  for  acts or  omissions  that  are not in good  faith  or that
      involve intentional  misconduct or a knowing violation of law, (iii)
      under  Section  174 of the General  Corporation  Law of the State of
      Delaware,  or (iv)  for any  transaction  from  which  the  director
      derived any improper  personal benefit.  If the General  Corporation
      Law of the State of  Delaware  or other  Delaware  law is amended or
      enacted  after  the date of filing of this  Certificate  to  further
      eliminate or limit the personal  liability  of  directors,  then the
      liability of a director of the  Corporation  shall be  eliminated or
      limited to the fullest extent  permitted by the General  Corporation
      Law of the State of  Delaware,  as amended,  or such other  Delaware
      law. Any repeal or  modification  of the foregoing  paragraph by the
      stockholders of the Corporation shall not adversely affect any right
      or protection of a director of the Corporation  existing at the time
      of such repeal or modification.

      The above indemnification provisions notwithstanding, the Company is aware
that insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange  Commission,  such indemnification
is against public policy as express in the act and is therefore unenforceable.

Item 8. Exhibits
------  --------

Exhibit                 Description
-------                 -----------

4(a)        T/F Purifiner, Inc. 1996 Stock Option Plan

4(b)        Form of  Stock  Option Agreements issued pursuant to the  1996 Stock
            Option Plan

(5)         Opinion of  Atlas,  Pearlman,  Trop &  Borkson, P.A. relating to the
            issuance of shares of Common Stock pursuant to the above Plan

(23.1)      Consent of  Atlas,  Pearlman,  Trop &  Borkson, P.A. included in the
            opinion filed as exhibit (5) hereto

                                        v
(23.2)       Consent of independent auditors, Richard A. Eisner & Company, LLP.

Item 9. Undertakings
------  ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a) To file, during any period in which offerings or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b) That,  for the purposes of determining  any liability  under the
Act, 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; and

            (c)  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.

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, 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.

      (3) Insofar as indemnification  for liabilities  arising under the Act may
be permitted to Directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       vi
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  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 Boynton Beach, State of Florida, on the 3rd day
of December, 1996.

                                          T/F PURIFINER, INC.

                                          By:/s/Richard C. Ford
                                             -----------------------------
                                             Richard C. Ford, Chairman
                                               of the Board, President and
                                               Chief Executive Officer

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      Signature                       Title                   Date
      ---------                       -----                   ----

                             Chairman of the Board,
                             President, Principal
/s/Richard C. Ford           Executive Officer, and          December 3, 1996
-----------------------      Principal Financial Officer
Richard C. Ford

/s/Richard J. Ford
-----------------------
Richard J. Ford              Director                        December 3, 1996

/s/Byron Lefebvre
-----------------------
Byron Lefebvre               Director                        December 3, 1996

                                       vii
************************
                         EXHIBITS OF T/F PURIFINER, INC.

                                    FILE WITH

                         FORM S-8 REGISTRATION STATEMENT
                                 FILED WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

                            *************************
EXHIBIT INDEX

                               T/F PURIFINER, INC.

Exhibit
Number                        Description
------                        -----------

4(a)        T/F Purifiner, Inc. 1996 Stock Option Plan

4(b)        Form of Stock  Option  Agreements issued  pursuant to the 1996 Stock
            Option Plan

(5)         Opinion of  Atlas,  Pearlman,  Trop &  Borkson, P.A. relating to the
            issuance of shares of Common Stock pursuant to the above Plan

(23.1)      Consent of  Atlas,  Pearlman,  Trop &  Borkson, P.A. included in the
            opinion filed as exhibit (5) hereto

(23.2)      Consent of independent auditors, Richard A. Eisner & Company, LLP.