<PAGE>
 
    As filed with the Securities and Exchange Commission on October 22, 1996

                                                          REGISTRATION NO. 333 -
================================================================================
                                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                   under the
                             SECURITIES ACT OF 1933
                      -----------------------------------

                    MICROFLUIDICS INTERNATIONAL CORPORATION
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                              04-2790322
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)


                                30 OSSIPEE ROAD
                        NEWTON, MASSACHUSETTS 02164-9101
                                 (617) 969-5452
                    (Address of Principal Executive Offices)

                    MICROFLUIDICS INTERNATIONAL CORPORATION
                  1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full titles of the plans)

                   MICHAEL A. LENTO, PRESIDENT AND TREASURER
                    MICROFLUIDICS INTERNATIONAL CORPORATION
                                30 OSSIPEE ROAD
                        NEWTON, MASSACHUSETTS 02164-9101
                                 (617) 969-5452
    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)
                      -----------------------------------


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
                                                    Proposed          Proposed
                                                    maximum            maximum
           Title of              Amount to be    offering price       aggregate          Amount of
 securities to be registered    registered/(1)/  per share/(2)/  offering price/(2)/  registration fee
------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>             <C>                  <C>
Common Stock, $.01 par value             25,000         $2.00               $ 50,000           $ 15.15
                                        235,000         $1.3438             $315,793           $ 95.69
                                        -------                                                -------
                                        260,000                                                $110.84
======================================================================================================
</TABLE>

(1) The number of shares of common stock, par value $.01 per share ("Common
    Stock"), stated above consists of the aggregate number of shares which may
    be sold upon the exercise of options which have been granted and/or may
    hereafter be granted under the Microfluidics International Corporation 1989
    Non-Employee Director Stock Option Plan (the "Plan").  The maximum number of
    shares which may be sold upon the exercise of such options granted under the
    Plan is subject to adjustment in accordance with certain anti-dilution and
    other provisions of said Plan.  Accordingly, pursuant to Rule 416 under the
    Securities Act of 1933, as amended (the "Securities Act"), this Registration
    Statement covers, in addition to the number of shares stated above, an
    indeterminate number of shares which may be subject to grant or otherwise
    issuable after the operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act as follows:  (i) in the case of the 25,000 shares of Common
    Stock which may be purchased upon exercise of outstanding options, the fee
    is calculated on the basis of the price at which the options may be
    exercised; and (ii) in the case of the 235,000 shares of Common Stock for
    which options have not yet been granted and the option price of which is
    therefore unknown, the fee is calculated on the basis of the average of the
    high and low sale prices per share of the Common Stock on the National
    Market System of the National Association of Securities Dealers Automated
    Quotation System (NASDAQ) as of a date within 5 business days prior to
    filing this Registration Statement (October 18, 1996).
================================================================================
<PAGE>
 
                                EXPLANATORY NOTE
                                ----------------


        In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

            The following documents filed by the Company with the Commission are
       incorporated herein by reference:

            (a) The Company's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1995.

            (b) The Company's Quarterly Reports on Form 10-Q for the quarters
       ended March 31, 1996 and June 30, 1996.

            (c) The description of the Common Stock contained in the Company's
       Registration Statement on Form 8-A (File No. 0-11625) filed under the
       Securities Exchange Act of 1934, including any amendment or report filed
       for the purpose of updating such description.

            All reports and other documents filed by the Company after the date
       hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
       Exchange Act of 1934 prior to the filing of a post-effective amendment
       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 part hereof from the
       date of filing of such reports and documents.

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

            Not applicable.

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

            The validity of the issuance of the shares of Common Stock
       registered under this Registration Statement has been passed upon for the
       Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston,
       Massachusetts.  Members of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
       P.C. and certain members of their families and trusts for their benefit
       own an aggregate of approximately 40,000 shares of Common Stock of the
       Company.

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

            Incorporated herein by reference to the Company's Registration
       Statement on Form S-1, File No. 2-85290.

       Item 7.  Exemption from Registration Claimed.
       -------------------------------------------- 

            Not Applicable.

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

            (4.1)  Restated Certificate of Incorporation (filed as Exhibit 3(a)
                   to the Company's Registration Statement on Form S-1, File No.
                   2-85290, and incorporated herein by reference).

            (4.2)  Restated By-Laws (filed as Exhibit 3(b) to the Company's
                   Registration Statement on Form S-1, as amended, File No. 2-
                   85290, and incorporated herein by reference).

                                      II-1
<PAGE>
 
            (5)     Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
                    P.C. as to the legality of shares being registered.

            (10.1)  The Company's 1989 Non-Employee Director Stock Option Plan.

            (23.1)  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
                    P.C. (included in opinion of counsel filed as Exhibit 5).

            (23.2)  Consent of Coopers & Lybrand L.L.P.

            (24)    Power of Attorney to file future amendments (set forth on
                    the signature page of this Registration Statement).

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

       (a)  The undersigned registrant hereby undertakes:

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

                      (i)   To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;

                      (ii)  To reflect in the prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represents a fundamental change in the
                            information set forth in the Registration Statement;

                      (iii) To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;

                      Provided, however, that paragraphs (a)(1)(i) and
                 (a)(1)(ii) do not apply if the Registration Statement is on
                 Form S-3 or Form S-8, and the information required to be
                 included in a post-effective amendment by those paragraphs is
                 contained in periodic reports filed by the Company pursuant to
                 Section 13 or Section 15(d) of the Securities Exchange Act of
                 1934 that are incorporated by reference in this Registration
                 Statement.

            (2)  That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

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

       (b)  The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 that is
            incorporated by reference in this 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.

                                      II-2
<PAGE>
 
       (c)  Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Company pursuant to the foregoing
            provisions, or otherwise, the Company has been advised that in the
            opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for indemnification against such liabilities
            (other than the payment by the Company of expenses incurred or paid
            by a director, officer or controlling person of the Company 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 Company 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.

                                      II-3
<PAGE>
 
                                   SIGNATURES

            The Registrant.  Pursuant to the requirements of the Securities Act
       of 1933, the Company 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 Newton, Commonwealth of
       Massachusetts on October 22, 1996.


                                           MICROFLUIDICS INTERNATIONAL
                                           CORPORATION



                                           By  /s/ MICHAEL A. LENTO
                                             ----------------------------------
                                             Michael A. Lento
                                             President and Treasurer


            Each person whose signature appears below constitutes and appoints
       Michael A. Lento and Irwin J. Gruverman, and each of them, his true and
       lawful attorneys-in-fact and agents, with full power of substitution and
       resubstitution in each of them, for him and in his name, place and stead,
       and in any and all capacities, to sign any and all amendments (including
       post-effective amendments) to this Registration Statement on Form S-8 of
       Microfluidics International Corporation, and to file the same, with all
       exhibits thereto and other documents in connection therewith, with the
       Securities and Exchange Commission, granting unto said attorneys-in-fact
       and agents, and each of them, full power and authority to do and perform
       each and every act and thing requisite or necessary to be done in or
       about the premises, as full to all intents and purposes as he might or
       could do in person, hereby ratifying and confirming all that said
       attorneys-in-fact and agents or any of them or their or his substitute or
       substitutes may lawfully do or cause to be done by virtue hereof.

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

<TABLE> 
<CAPTION> 
            Signature                     Title                         Date
            ---------                     -----                         ----
       <S>                          <C>                             <C> 

       /s/ IRWIN J. GRUVERMAN       Chief Executive Officer,        October 22, 1996
       -------------------------    Chairman of the Board of 
       Irwin J. Gruverman           Directors and Secretary      
                                    (principal executive officer) 
                                 



       /s/ MICHAEL A. LENTO         President and Treasurer         October 22, 1996 
       -------------------------    (principal financial officer
       Michael A. Lento             and principal accounting    
                                    officer)                     
</TABLE> 
                                 

                                      II-4
<PAGE>
 
       /s/ ROBERT L. BOGOMOLNY     Director      October 22, 1996
       ------------------------                                  
       Robert L. Bogomolny



       /s/ MARSHALL S. STERMAN      Director      October 22, 1996
       -------------------------                                  
       Marshall S. Sterman



       /s/ MICHAEL K. HOOKER        Director      October 22, 1996
       -------------------------                                  
       Michael K. Hooker



       /s/ JAMES N. LITTLE          Director      October 22, 1996
       -------------------------                      
       James N. Little

                                      II-5
<PAGE>
 
                    MICROFLUIDICS INTERNATIONAL CORPORATION

                          INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
 
 
Exhibit                                                              Sequential
Number                       Description                              Page No.
------                       -----------                             ----------
<S>                          <C>                                      <C>
 
(4.1)                        Restated Certificate of Incorporation
                             (filed as Exhibit 3(a) to the
                             Company's Registration Statement on
                             Form S-1, File No. 2-85290 and
                             incorporated herein by reference).
 
(4.2)                        Restated By-Laws (filed as Exhibit
                             3(b) to the Company's Registration
                             Statement on Form S-1, as amended, 
                             File No. 2-85290, and incorporated 
                             herein by reference).
 
(5)                          Opinion of Mintz, Levin, Cohn, Ferris,
                             Glovsky and Popeo, P.C. as to the
                             legality of shares being registered.
 
(10.1)                       The Company's 1989 Non-Employee Director
                             Stock Option Plan.

(23.1)                       Consent of Mintz, Levin, Cohn, Ferris,
                             Glovsky and Popeo, P.C. (included in
                             opinion of counsel filed as Exhibit 5).
 
(23.2)                       Consent of Coopers & Lybrand L.L.P.
 
(24)                         Power of Attorney to file future
                             amendments (set forth on the signature
                             page of this Registration Statement).
 
</TABLE>

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19608}]
{"company-data": {"conformed-name": "MICROFLUIDICS INTERNATIONAL CORP", "cik": "0000723889", "assigned-sic": "3821", "irs-number": "042793022", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14607", "film-number": "96646287"}, "business-address": {"street1": "30 OSSIPEE RD", "street2": "P O BOX 9101", "city": "NEWTON", "state": "MA", "zip": "02164-9101", "phone": "6179695452"}, "mail-address": {"street1": "30 OSSIPEE ROAD", "street2": "P O BOX 9101", "city": "NEWTON", "state": "MA", "zip": "02164-9101"}}
As filed with the Securities and Exchange Commission on October 22, 1996

                                                          REGISTRATION NO. 333 -
================================================================================
                                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                   under the
                             SECURITIES ACT OF 1933
                      -----------------------------------

                    MICROFLUIDICS INTERNATIONAL CORPORATION
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                              04-2790322
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                30 OSSIPEE ROAD
                        NEWTON, MASSACHUSETTS 02164-9101
                                 (617) 969-5452
                    (Address of Principal Executive Offices)

                    MICROFLUIDICS INTERNATIONAL CORPORATION
                  1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full titles of the plans)

                   MICHAEL A. LENTO, PRESIDENT AND TREASURER
                    MICROFLUIDICS INTERNATIONAL CORPORATION
                                30 OSSIPEE ROAD
                        NEWTON, MASSACHUSETTS 02164-9101
                                 (617) 969-5452
    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)
                      -----------------------------------

                        CALCULATION OF REGISTRATION FEE
======================================================================================================
                                                    Proposed          Proposed
                                                    maximum            maximum
           Title of              Amount to be    offering price       aggregate          Amount of
 securities to be registered    registered/(1)/  per share/(2)/  offering price/(2)/  registration fee
------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             25,000         $2.00               $ 50,000           $ 15.15
                                        235,000         $1.3438             $315,793           $ 95.69
                                        -------                                                -------
                                        260,000                                                $110.84
======================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
    Stock"), stated above consists of the aggregate number of shares which may
    be sold upon the exercise of options which have been granted and/or may
    hereafter be granted under the Microfluidics International Corporation 1989
    Non-Employee Director Stock Option Plan (the "Plan").  The maximum number of
    shares which may be sold upon the exercise of such options granted under the
    Plan is subject to adjustment in accordance with certain anti-dilution and
    other provisions of said Plan.  Accordingly, pursuant to Rule 416 under the
    Securities Act of 1933, as amended (the "Securities Act"), this Registration
    Statement covers, in addition to the number of shares stated above, an
    indeterminate number of shares which may be subject to grant or otherwise
    issuable after the operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act as follows:  (i) in the case of the 25,000 shares of Common
    Stock which may be purchased upon exercise of outstanding options, the fee
    is calculated on the basis of the price at which the options may be
    exercised; and (ii) in the case of the 235,000 shares of Common Stock for
    which options have not yet been granted and the option price of which is
    therefore unknown, the fee is calculated on the basis of the average of the
    high and low sale prices per share of the Common Stock on the National
    Market System of the National Association of Securities Dealers Automated
    Quotation System (NASDAQ) as of a date within 5 business days prior to
    filing this Registration Statement (October 18, 1996).
================================================================================
EXPLANATORY NOTE
                                ----------------

        In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

            The following documents filed by the Company with the Commission are
       incorporated herein by reference:

            (a) The Company's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1995.

            (b) The Company's Quarterly Reports on Form 10-Q for the quarters
       ended March 31, 1996 and June 30, 1996.

            (c) The description of the Common Stock contained in the Company's
       Registration Statement on Form 8-A (File No. 0-11625) filed under the
       Securities Exchange Act of 1934, including any amendment or report filed
       for the purpose of updating such description.

            All reports and other documents filed by the Company after the date
       hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
       Exchange Act of 1934 prior to the filing of a post-effective amendment
       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 part hereof from the
       date of filing of such reports and documents.

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

            Not applicable.

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

            The validity of the issuance of the shares of Common Stock
       registered under this Registration Statement has been passed upon for the
       Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston,
       Massachusetts.  Members of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
       P.C. and certain members of their families and trusts for their benefit
       own an aggregate of approximately 40,000 shares of Common Stock of the
       Company.

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

            Incorporated herein by reference to the Company's Registration
       Statement on Form S-1, File No. 2-85290.

       Item 7.  Exemption from Registration Claimed.
       -------------------------------------------- 

            Not Applicable.

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

            (4.1)  Restated Certificate of Incorporation (filed as Exhibit 3(a)
                   to the Company's Registration Statement on Form S-1, File No.
                   2-85290, and incorporated herein by reference).

            (4.2)  Restated By-Laws (filed as Exhibit 3(b) to the Company's
                   Registration Statement on Form S-1, as amended, File No. 2-
                   85290, and incorporated herein by reference).

                                      II-1
(5)     Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
                    P.C. as to the legality of shares being registered.

            (10.1)  The Company's 1989 Non-Employee Director Stock Option Plan.

            (23.1)  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
                    P.C. (included in opinion of counsel filed as Exhibit 5).

            (23.2)  Consent of Coopers & Lybrand L.L.P.

            (24)    Power of Attorney to file future amendments (set forth on
                    the signature page of this Registration Statement).

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

       (a)  The undersigned registrant hereby undertakes:

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

                      (i)   To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;

                      (ii)  To reflect in the prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represents a fundamental change in the
                            information set forth in the Registration Statement;

                      (iii) To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;

                      Provided, however, that paragraphs (a)(1)(i) and
                 (a)(1)(ii) do not apply if the Registration Statement is on
                 Form S-3 or Form S-8, and the information required to be
                 included in a post-effective amendment by those paragraphs is
                 contained in periodic reports filed by the Company pursuant to
                 Section 13 or Section 15(d) of the Securities Exchange Act of
                 1934 that are incorporated by reference in this Registration
                 Statement.

            (2)  That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

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

       (b)  The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 that is
            incorporated by reference in this 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.

                                      II-2
(c)  Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Company pursuant to the foregoing
            provisions, or otherwise, the Company has been advised that in the
            opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for indemnification against such liabilities
            (other than the payment by the Company of expenses incurred or paid
            by a director, officer or controlling person of the Company 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 Company 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.

                                      II-3
SIGNATURES

            The Registrant.  Pursuant to the requirements of the Securities Act
       of 1933, the Company 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 Newton, Commonwealth of
       Massachusetts on October 22, 1996.

                                           MICROFLUIDICS INTERNATIONAL
                                           CORPORATION

                                           By  /s/ MICHAEL A. LENTO
                                             ----------------------------------
                                             Michael A. Lento
                                             President and Treasurer

            Each person whose signature appears below constitutes and appoints
       Michael A. Lento and Irwin J. Gruverman, and each of them, his true and
       lawful attorneys-in-fact and agents, with full power of substitution and
       resubstitution in each of them, for him and in his name, place and stead,
       and in any and all capacities, to sign any and all amendments (including
       post-effective amendments) to this Registration Statement on Form S-8 of
       Microfluidics International Corporation, and to file the same, with all
       exhibits thereto and other documents in connection therewith, with the
       Securities and Exchange Commission, granting unto said attorneys-in-fact
       and agents, and each of them, full power and authority to do and perform
       each and every act and thing requisite or necessary to be done in or
       about the premises, as full to all intents and purposes as he might or
       could do in person, hereby ratifying and confirming all that said
       attorneys-in-fact and agents or any of them or their or his substitute or
       substitutes may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
       Registration Statement  has been signed by the following persons in the
       capacities and on the dates indicated.
Signature                     Title                         Date
            ---------                     -----                         ----
/s/ IRWIN J. GRUVERMAN       Chief Executive Officer,        October 22, 1996
       -------------------------    Chairman of the Board of 
       Irwin J. Gruverman           Directors and Secretary      
                                    (principal executive officer) 
                                 

       /s/ MICHAEL A. LENTO         President and Treasurer         October 22, 1996 
       -------------------------    (principal financial officer
       Michael A. Lento             and principal accounting    
                                    officer)
II-4
/s/ ROBERT L. BOGOMOLNY     Director      October 22, 1996
       ------------------------                                  
       Robert L. Bogomolny

       /s/ MARSHALL S. STERMAN      Director      October 22, 1996
       -------------------------                                  
       Marshall S. Sterman

       /s/ MICHAEL K. HOOKER        Director      October 22, 1996
       -------------------------                                  
       Michael K. Hooker

       /s/ JAMES N. LITTLE          Director      October 22, 1996
       -------------------------                      
       James N. Little

                                      II-5
MICROFLUIDICS INTERNATIONAL CORPORATION

                          INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT
Exhibit                                                              Sequential
Number                       Description                              Page No.
------                       -----------                             ----------
(4.1)                        Restated Certificate of Incorporation
                             (filed as Exhibit 3(a) to the
                             Company's Registration Statement on
                             Form S-1, File No. 2-85290 and
                             incorporated herein by reference).
 
(4.2)                        Restated By-Laws (filed as Exhibit
                             3(b) to the Company's Registration
                             Statement on Form S-1, as amended, 
                             File No. 2-85290, and incorporated 
                             herein by reference).
 
(5)                          Opinion of Mintz, Levin, Cohn, Ferris,
                             Glovsky and Popeo, P.C. as to the
                             legality of shares being registered.
 
(10.1)                       The Company's 1989 Non-Employee Director
                             Stock Option Plan.

(23.1)                       Consent of Mintz, Levin, Cohn, Ferris,
                             Glovsky and Popeo, P.C. (included in
                             opinion of counsel filed as Exhibit 5).
 
(23.2)                       Consent of Coopers & Lybrand L.L.P.
 
(24)                         Power of Attorney to file future
                             amendments (set forth on the signature
                             page of this Registration Statement).
II-6