Registration nos.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                TASTY FRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     NEVADA                            65-0259052
         (STATE OR OTHER JURISDICTION OF             (IRS EMPLOYER
         INCORPORATION OR ORGANIZATION)            IDENTIFICATION NOS.)

               650 SENTRY PARKWAY, SUITE ONE, BLUE BELL, PA 19422
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                  STOCK GRANT AUTHORIZED BY BOARD OF DIRECTORS
                              (FULL TITLE OF PLAN)

       EDWARD C. KELLY, 650 SENTRY PARKWAY, SUITE ONE, BLUE BELL, PA 19422
                                  610 941 2109
             (NAME, ADDRESS AND TELEPHONE NOS. OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                           PROPOSED         PROPOSED
                                           MAXIMUM          MAXIMUM
TITLE OF SECURITIES     AMOUNT TO BE    OFFERING PRICE     AGGREGATE           AMOUNT OF
  TO BE REGISTERED       REGISTERED        PER UNIT      OFFERING PRICE    REGISTRATION FEE
-------------------     ------------    --------------   --------------    ----------------
   <S>                     <C>              <C>            <C>                 <C>
   Common Stock            1,250,000        $   .42        $525,000            $  131.25

</TABLE>



<PAGE>








            PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the information requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and, in accordance therewith, files
reports with the Securities and Exchange Commission ("Commission"). The
Registrant hereby states that (i) the documents listed below are incorporated by
reference in this Registration Statement and (ii) all documents subsequently
filed by the Registrant pursuant to Sections 13 (a), 13 (c) and 15(d) of the
Exchange Act as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement on Form S-8, and shall be a part hereof
from the date of filing of such documents.

     (a)  The Registrant's Annual Report on Form 10-KSB for the period ending
          January 31, 2000 filed pursuant to Section 13(a) of the Exchange Act,
          containing audited financial statements for that period;

     (b)  All other reports filed by the Registrant pursuant to Action 13 (a) or
          15 (d) of the Exchange Act since January 31, 2000.

     (c)  The description of the Common Stock which is contained in registration
          statements filed under the Securities Act of 1933, as amended ("Act"),
          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 is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS IN SECURITIES

     Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As permitted under Nevada law, the Registrant shall, to the fullest extent
permitted, indemnify any and all persons whom it shall have power to indemnify
under said law from and against any and all expenses, liabilities or other
matters referred to in or covered by said law. Further, the indemnification
provided for therein shall not be deemed exclusive of any other right to which
any person may be entitled under Registrant's Articles of Incorporation, By-law,
resolution of shareholders, resolution of directors, agreement or otherwise, as
permitted thereunder, as to action in any capacity in which he or her served at
the request of the Registrant. In so far as indemnification for liabilities
arising under the Securities Act may permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.



<PAGE>



ITEM 7.  EXEMPTION FORM REGISTRATION CLAIMED

     Not Applicable

ITEM 8.  EXHIBITS

     4.1  Resolutions of the Board of Directors dated January 30, 2001

     5.0  Opinion of The Law Office of Beckman Millman & Sanders, LLP

     24.1 Consent of The Law Office of Beckman, Millman & Sanders LLP (included
          in Exhibit 5)


     24.2 Consent of Larson Allen Weishar & Co., LLC, certified public
          accountants.

----------

ITEM 9.  UNDERTAKINGS

1.   The undersigned Registrant hereby undertakes to file during any period in
     which offers or sales are being made, a post-effective amendment to this
     Registration Statement to include any material information with respect to
     the plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the Registration
     Statement.

2.   The Undersigned Registrant hereby undertakes that, for the purpose of
     determining any liability under the Securities 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.

3.   The undersigned Registrant hereby undertakes 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.

4.   The undersigned Registrant hereby undertakes that for purposes of the
     Securities Act, each filing of the Registrant's annual report pursuant to
     Section 15 (d) of the Exchange Act that is incorporated by reference in the
     registration statement related to the securities offered therein, and the
     offering of such securities at such time shall be deemed to be the initial
     bona fide offering thereof.

5.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person 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 that the matter has
     been settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by its is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.




<PAGE>



SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 there unto duly authorized in the Town
of Blue Bell, State of Pennsylvania this 30th day of January, 2001

TASTY FRIES, INC.

by:      /s/ EDWARD C. KELLY
         ------------------------------
             Edward C. Kelly, President

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following person in the capacities and of the
dates indicated.

/s/ EDWARD C. KELLY                                      Date: January 30, 2001
-----------------------------
    Edward C. Kelly, Director

/s/ LEONARD KLARICH                                      Date: January 30, 2001
-----------------------------
    Leonard Kalrich, Director

/s/ JURGEN WOLF                                          Date: January 30, 2001
-----------------------------
    Jurgen Wolf, Director

/s/ KURT ZIEMER                                          Date: January 30, 2001
-----------------------------
    Kurt Ziemer, Director

/s/ IAN LAMBERT                                          Date: January 30, 2001
-----------------------------
    Ian Lambert, Director
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 9063}]
{"company-data": {"conformed-name": "TASTY FRIES INC", "cik": "0000791885", "assigned-sic": "6794", "irs-number": "650259052", "state-of-incorporation": "NV", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54694", "film-number": "1520381"}, "business-address": {"street1": "650 SENTRY PKWY STE ONE", "city": "BLUE BELL", "state": "PA", "zip": "19422", "phone": "6109412109"}, "mail-address": {"street1": "650 SENTRY PARKWAY", "street2": "SUITE ONE", "city": "BLUE BELL", "state": "PA", "zip": "19422"}}
Registration nos.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                TASTY FRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     NEVADA                            65-0259052
         (STATE OR OTHER JURISDICTION OF             (IRS EMPLOYER
         INCORPORATION OR ORGANIZATION)            IDENTIFICATION NOS.)

               650 SENTRY PARKWAY, SUITE ONE, BLUE BELL, PA 19422
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                  STOCK GRANT AUTHORIZED BY BOARD OF DIRECTORS
                              (FULL TITLE OF PLAN)

       EDWARD C. KELLY, 650 SENTRY PARKWAY, SUITE ONE, BLUE BELL, PA 19422
                                  610 941 2109
             (NAME, ADDRESS AND TELEPHONE NOS. OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
PROPOSED         PROPOSED
                                           MAXIMUM          MAXIMUM
TITLE OF SECURITIES     AMOUNT TO BE    OFFERING PRICE     AGGREGATE           AMOUNT OF
  TO BE REGISTERED       REGISTERED        PER UNIT      OFFERING PRICE    REGISTRATION FEE
-------------------     ------------    --------------   --------------    ----------------
Common Stock            1,250,000        $   .42        $525,000            $  131.25
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the information requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and, in accordance therewith, files
reports with the Securities and Exchange Commission ("Commission"). The
Registrant hereby states that (i) the documents listed below are incorporated by
reference in this Registration Statement and (ii) all documents subsequently
filed by the Registrant pursuant to Sections 13 (a), 13 (c) and 15(d) of the
Exchange Act as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement on Form S-8, and shall be a part hereof
from the date of filing of such documents.

     (a)  The Registrant's Annual Report on Form 10-KSB for the period ending
          January 31, 2000 filed pursuant to Section 13(a) of the Exchange Act,
          containing audited financial statements for that period;

     (b)  All other reports filed by the Registrant pursuant to Action 13 (a) or
          15 (d) of the Exchange Act since January 31, 2000.

     (c)  The description of the Common Stock which is contained in registration
          statements filed under the Securities Act of 1933, as amended ("Act"),
          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 is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS IN SECURITIES

     Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As permitted under Nevada law, the Registrant shall, to the fullest extent
permitted, indemnify any and all persons whom it shall have power to indemnify
under said law from and against any and all expenses, liabilities or other
matters referred to in or covered by said law. Further, the indemnification
provided for therein shall not be deemed exclusive of any other right to which
any person may be entitled under Registrant's Articles of Incorporation, By-law,
resolution of shareholders, resolution of directors, agreement or otherwise, as
permitted thereunder, as to action in any capacity in which he or her served at
the request of the Registrant. In so far as indemnification for liabilities
arising under the Securities Act may permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
ITEM 7.  EXEMPTION FORM REGISTRATION CLAIMED

     Not Applicable

ITEM 8.  EXHIBITS

     4.1  Resolutions of the Board of Directors dated January 30, 2001

     5.0  Opinion of The Law Office of Beckman Millman & Sanders, LLP

     24.1 Consent of The Law Office of Beckman, Millman & Sanders LLP (included
          in Exhibit 5)

     24.2 Consent of Larson Allen Weishar & Co., LLC, certified public
          accountants.

----------

ITEM 9.  UNDERTAKINGS

1.   The undersigned Registrant hereby undertakes to file during any period in
     which offers or sales are being made, a post-effective amendment to this
     Registration Statement to include any material information with respect to
     the plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the Registration
     Statement.

2.   The Undersigned Registrant hereby undertakes that, for the purpose of
     determining any liability under the Securities 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.

3.   The undersigned Registrant hereby undertakes 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.

4.   The undersigned Registrant hereby undertakes that for purposes of the
     Securities Act, each filing of the Registrant's annual report pursuant to
     Section 15 (d) of the Exchange Act that is incorporated by reference in the
     registration statement related to the securities offered therein, and the
     offering of such securities at such time shall be deemed to be the initial
     bona fide offering thereof.

5.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person 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 that the matter has
     been settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by its is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 there unto duly authorized in the Town
of Blue Bell, State of Pennsylvania this 30th day of January, 2001

TASTY FRIES, INC.

by:      /s/ EDWARD C. KELLY
         ------------------------------
             Edward C. Kelly, President

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following person in the capacities and of the
dates indicated.

/s/ EDWARD C. KELLY                                      Date: January 30, 2001
-----------------------------
    Edward C. Kelly, Director

/s/ LEONARD KLARICH                                      Date: January 30, 2001
-----------------------------
    Leonard Kalrich, Director

/s/ JURGEN WOLF                                          Date: January 30, 2001
-----------------------------
    Jurgen Wolf, Director

/s/ KURT ZIEMER                                          Date: January 30, 2001
-----------------------------
    Kurt Ziemer, Director

/s/ IAN LAMBERT                                          Date: January 30, 2001
-----------------------------
    Ian Lambert, Director