As filed with the Securities and Exchange Commission on November 20, 1997
                                               Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  HumaScan Inc.
             (Exact name of registrant as specified in its charter)

                 Delaware                                  22-3345046
         State or jurisdiction of                       (I.R.S. Employer
       incorporation or organization                  Identification Number)

                                 125 Moen Avenue
                           Cranford, New Jersey 07016
                    (Address of principal executive offices)

                            1996 STOCK INCENTIVE PLAN
                                       AND
                          OTHER EMPLOYEE BENEFIT PLANS
                            (Full title of the Plans)

                         Kenneth S. Hollander, Secretary
                                  HumaScan Inc.
                                 125 Moen Avenue
                           Cranford, New Jersey 07016
                                 (908) 709-3434
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             David Alan Miller, Esq.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                                 (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


                                                                                                 Proposed
                                                                           Proposed              maximum
                                                      Amount to be     maximum offering         aggregate           Amount of
Title of securities to be registered                   registered       price per share       offering price     registration fee
================================================== ===============================================================================
<S>                                                       <C>                <C>                  <C>                 <C>  
                                                       163,000 shares       $6.00             $1,833,443.75                        
                                                        10,000 shares       $5.75
Common Stock issuable upon exercise of options          12,000 shares       $13.125
granted and outstanding under the Registrant's          46,700 shares       $7.6875                                  $555.59
1996 Stock Incentive Plan ("1996 Plan")(1)              24,000 shares       $6.75
                                                        13,000 shares       $9.1875
-------------------------------------------------- -------------------------------------------------------------------------------
Common Stock issuable upon exercise of awards          431,300 shares       $9.00             $3,881,700.00          $1,176.27
which may be granted under the 1996 Plan(2)
-------------------------------------------------- -------------------------------------------------------------------------------
</TABLE>


(Table continued on next page)

<PAGE>
<TABLE>
<CAPTION>

(Table continued from previous page)

                                                                                                 Proposed
                                                                           Proposed              maximum
                                                      Amount to be     maximum offering         aggregate           Amount of
Title of securities to be registered                   registered       price per share       offering price     registration fee
================================================== ===============================================================================
<S>                                                       <C>                <C>                  <C>                 <C>
Common Stock issuable upon exercise of options                                                                   
granted and outstanding under other employee           142,500 shares       $5.33               $804,525.00            $243.80
benefit plans ("Benefit Plans")(3)                       7,500 shares       $6.00
-------------------------------------------------- -------------------------------------------------------------------------------
         TOTAL                                                                                                       $1,975.66
================================================== ===============================================================================
<FN>

(1)      Represents the exercise  prices payable for the 268,700 shares that may
         be acquired under  outstanding  options  granted under the 1996 Plan in
         accordance  with Rule 457(h)  promulgated  under the  Securities Act of
         1933, as amended ("Securities Act").

(2)      Based on the average of the high and low prices of the Common  Stock as
         reported by The Nasdaq Stock Market on November 13, 1997 in  accordance
         with Rules 457(c) and 457(h) promulgated under the Securities Act.

(3)      Represents the exercise  prices payable for the 150,000 shares that may
         be acquired under  outstanding  options granted pursuant to the Benefit
         Plans in accordance with Rule 457(h)  promulgated  under the Securities
         Act.
</FN>
</TABLE>

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


         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act, the  Registration  Statement will become  effective upon filing
with the Securities and Exchange Commission.

         The  Registration  Statement,  including all exhibits and  attachments,
contains  11  pages.  The  exhibit  index  may be  found  on  page  II-6  of the
Registration Statement.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and Employee Plan Annual Information*












*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with Rule 428 under  the  Securities  Act and the Note to Part I of the
         Instructions to Form S-8.


                                       I-1

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities and Exchange Commission  ("Commission") are incorporated by reference
in this Registration Statement:

         (a)      The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year  ended  December  31,  1996  filed  with  the  Commission
                  pursuant to Section  13(a) of the  Securities  Exchange Act of
                  1934 ("Exchange Act");

         (b)      The  Registrant's  Quarterly  Reports  on Form  10-QSB for the
                  fiscal  quarters  ended  March  31,  1997,  June 30,  1997 and
                  September  30,  1997 filed  with the  Commission  pursuant  to
                  Section 13(a) of the Exchange Act;

         (c)      The Registrant's Proxy Statement,  dated May 7, 1997, relating
                  to  the  Annual  Meeting  of   Stockholders   filed  with  the
                  Commission pursuant to Section 14 of the Exchange Act;

         (d)      All other  reports filed by the  Registrant  after the date of
                  this  Registration  Statement with the Commission  pursuant to
                  Section 13(a) or 15(d) of the Exchange Act; and

         (e)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's registration statement on Form 8-A filed with the
                  Commission  pursuant  to Section  12(g) of the  Exchange  Act,
                  including any subsequent  amendment(s)  or report(s) filed for
                  the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of 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 this Registration  Statement and to be a part
hereof from the  respective  dates of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.


Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         Section  145 of the General  Corporation  Law of  Delaware,  as amended
("GCL"), authorizes a Delaware corporation to indemnify its officers, directors,
employees  and  agents  under  certain   circumstances   against   expenses  and
liabilities  incurred in legal  proceedings  involving  such persons  because of
their holding or having held such positions with the corporation and to purchase
and maintain insurance for such indemnification.  Article Tenth of the Company's
Certificate of Incorporation, as amended, provides in

                                      II-1

<PAGE>



substance that the Company shall  indemnify its officers,  directors,  employees
and agents to the  fullest  extent  permitted  by Section 145 of the GCL and the
Company has purchased insurance for such indemnification.

         Paragraph   7  of  Section   102(b)  of  the  GCL  permits  a  Delaware
corporation,  by so providing in its Certificate of Incorporation,  to eliminate
or  limit  the  personal  liability  of a  director  to the  corporation  or its
stockholders  for  damages  arising  out  of  certain  alleged  breaches  of the
director's duties to the corporation.  The GCL,  however,  provides that no such
limitation of liability may affect a director's liability with respect to any of
the  following:  (i)  any  breach  of the  director's  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful payment of dividends or unlawful  purchase or redemption of its capital
stock, or (iv) for any transaction  from which the director  derived an improper
personal benefit.  Article Ninth of the Company's  Certificate of Incorporation,
as amended, eliminates the personal liability of the directors of the Company to
the fullest extent permitted by Paragraph 7 of Section 102(b) of the GCL.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.
<TABLE>
<CAPTION>

         Exhibit No.                Description
<S>                                  <C>   
         4.1                        1996 Stock Incentive Plan of the Registrant (incorporated by reference to
                                    Exhibit 10.11 to Registrant's Registration Statement on Form SB-2 (File
                                    No. 333-6607))

         4.2                        Stock Option Agreement for the purchase of 37,500 shares between the
                                    Registrant and Donald B. Brounstein (incorporated by reference to Exhibit
                                    4.6 of the Registrant's Registration Statement on Form SB-2 (File No. 333-
                                    6607))

         4.3                        Stock Option Agreement for the purchase of 37,500 shares between the
                                    Registrant and James J. Whidden (incorporated by reference to Exhibit 4.6
                                    of the Registrant's Registration Statement on Form SB-2 (File No. 333-
                                    6607))

         4.4                        Stock Option  Agreement  for the purchase of 18,750  shares  between the 
                                    Registrant  and Whidden & Associates,  Inc. (incorporated by reference to 
                                    Exhibit 4.6 of the Registrant's Registration  Statement  on Form SB-2  (File
                                    No. 333-6607))

         4.5                        Stock Option Agreement for the purchase of 18,750 shares between the
                                    Registrant and Amy P. Lewis (incorporated by reference to Exhibit 4.6 of the
                                    Registrant's Registration Statement on Form SB-2 (File No. 333-6607))

         4.6                        Stock Option Agreement for the purchase of 18,750 shares between the
                                    Registrant and Everett M. Lautin, M.D. (incorporated by reference to Exhibit
                                    4.6 of the Registrant's Registration Statement on Form SB-2 (File No. 333-
                                    6607))

         4.7                        Stock Option Agreement for the purchase of 11,250 shares between the
                                    Registrant and Kenneth S. Hollander (incorporated by reference to Exhibit
                                    4.6 of the Registrant's Registration Statement on Form SB-2 (File No. 333-6607))

                                      II-2

<PAGE>

                                    
         4.8*                       Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Steven Bussell

         4.9*                       Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Burton L. Eichler

         4.10*                      Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Robert Lane

         4.11*                      Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Zsigmond L. Sagi, PhD

         4.12*                      Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Leonard Brown

         5.1*                       Opinion of Graubard Mollen & Miller

         23.1*                      Consent of KPMG Peat Marwick LLP, independent accountants for
                                    Registrant

         23.2*                      Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

         24.1*                      Power of Attorney (included on the signature page hereto)
</TABLE>

------------------------------
*        Filed herewith.

                                      II-3

<PAGE>



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 to:

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

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

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

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
in a  post-effective  amendment by those paragraphs is incorporated by reference
from periodic reports filed by the Registrant under the Exchange Act.

          (2)  That,  for  the  purpose  of  determining   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) To file a post-effective amendment to remove from registration any
     of the securities that remain unsold at the end of the offering.

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

     (c) 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 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 the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Cranford, New Jersey on this 17th day of November, 1997.

                                          HUMASCAN INC.


                                          By:      /s/ Donald B. Brounstein
                                             ----------------------------------
                                               Donald B. Brounstein, President


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Donald B.  Brounstein  and Kenneth S.
Hollander  as his true  and lawful  attorneys-in-fact  and  agents,  each acting
alone,  with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities,  to sign any or all amendments
to this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection  therewith,
with the 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 and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he might or could do in person,  and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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


Signatures                                     Title                                                 Date
<S>                                            <C>                                                    <C>  
         /s/ Donald B. Brounstein              President, Chief Executive Officer                    November 17, 1997
---------------------------------------------- and Director
         Donald B. Brounstein                  


         /s/ Kenneth S. Hollander              Chief Financial Officer (and                          November 17, 1997
---------------------------------------------- principal accounting officer)
         Kenneth S. Hollander                  


         /s/ Steven S. Elbaum                  Director                                              November 17, 1997
----------------------------------------------
         Steven S. Elbaum


         /s/ Jack L. Rivkin                    Director                                              November 17, 1997
----------------------------------------------
         Jack L. Rivkin


         /s/ John F. Sasen, Sr.                Director                                              November 17, 1997
----------------------------------------------
         John F. Sasen, Sr.


         /s/ Udi Toledano                      Director                                              November 17, 1997
----------------------------------------------
         Udi Toledano
</TABLE>


                                      II-5

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


  Exhibit No.      Description
<S>                          <C>   
         4.1               1996   Stock   Incentive  Plan   of   the  Registrant 
                           (incorporated  by   reference  to  Exhibit  10.11  to 
                           Registrant's  Registration  Statement  on  Form  SB-2 
                           (File No. 333-6607))

         4.2               Stock  Option  Agreement  for the  purchase of 37,500
                           shares   between   the   Registrant   and  Donald  B.
                           Brounstein  (incorporated by reference to Exhibit 4.6
                           of the  Registrant's  Registration  Statement on Form
                           SB-2 (File No. 333-6607))

         4.3               Stock Option   Agreement  for the  purchase of 37,500
                           shares   between   the   Registrant   and  James   J.
                           Whidden  (incorporated  by reference  to  Exhibit 4.6
                           of the  Registrant's  Registration  Statement on Form
                           SB-2  (File No. 333-6607))

         4.4               Stock  Option  Agreement  for the  purchase of 18,750
                           shares   between   the   Registrant   and  Whidden  &
                           Associates,   Inc.   (incorporated  by  reference  to
                           Exhibit   4.6   of  the   Registrant's   Registration
                           Statement on Form SB-2 (File No. 333-6607))

         4.5               Stock  Option  Agreement  for the  purchase of 18,750
                           shares   between   the   Registrant  and Amy P. Lewis
                           (incorporated  by  reference  to  Exhibit 4.6  of the
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (File No. 333-6607))

         4.6               Stock  Option  Agreement  for the  purchase of 18,750
                           shares  between the Registrant and Everett M. Lautin,
                           M.D. (incorporated by reference to Exhibit 4.6 of the
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (File No. 333-6607))

         4.7               Stock  Option  Agreement  for the  purchase of 11,250
                           shares   between  the   Registrant   and  Kenneth  S.
                           Hollander  (incorporated  by reference to Exhibit 4.6
                           of the  Registrant's  Registration  Statement on Form
                           SB-2 (File No. 333-6607))

         4.8*              Stock  Option  Agreement  for  the  purchase of 1,500
                           shares between the Registrant and Steven Bussell

         4.9*              Stock  Option  Agreement  for  the  purchase of 1,500
                           shares between the Registrant and Burton L. Eichler

         4.10*             Stock  Option  Agreement  for  the  purchase of 1,500
                           shares between the Registrant and Robert Lane

         4.11*             Stock  Option  Agreement  for  the  purchase of 1,500
                           shares   between  the  Registrant  and  Zsigmond   L.
                           Sagi, PhD

         4.12*             Stock  Option  Agreement  for  the  purchase of 1,500
                           shares between the Registrant and Leonard Brown

         5.1*              Opinion of Graubard Mollen & Miller

         23.1*             Consent  of   KPMG   Peat  Marwick  LLP,  independent
                           accountants for Registrant

         23.2*             Consent  of  Graubard  Mollen &  Miller (included  in
                           Exhibit 5.1)

         24.1*             Power  of Attorney (included  on  the signature  page
                           hereto)

</TABLE>

-----------------------------
*        Filed herewith.

                                      II-6

<PAGE>
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{"company-data": {"conformed-name": "HUMASCAN INC", "cik": "0001015194", "assigned-sic": "3670", "irs-number": "223345046", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40655", "film-number": "97725129"}, "business-address": {"street1": "125 MOEN AVENUE", "city": "CRANFORD", "state": "NJ", "zip": "07016", "phone": "(908)709-3434"}, "mail-address": {"street1": "125 MOEN AVE", "city": "CRONFORD", "state": "NJ", "zip": "07016"}}
As filed with the Securities and Exchange Commission on November 20, 1997
                                               Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  HumaScan Inc.
             (Exact name of registrant as specified in its charter)

                 Delaware                                  22-3345046
         State or jurisdiction of                       (I.R.S. Employer
       incorporation or organization                  Identification Number)

                                 125 Moen Avenue
                           Cranford, New Jersey 07016
                    (Address of principal executive offices)

                            1996 STOCK INCENTIVE PLAN
                                       AND
                          OTHER EMPLOYEE BENEFIT PLANS
                            (Full title of the Plans)

                         Kenneth S. Hollander, Secretary
                                  HumaScan Inc.
                                 125 Moen Avenue
                           Cranford, New Jersey 07016
                                 (908) 709-3434
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             David Alan Miller, Esq.
                            Graubard Mollen & Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                                 (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                                           Proposed              maximum
                                                      Amount to be     maximum offering         aggregate           Amount of
Title of securities to be registered                   registered       price per share       offering price     registration fee
================================================== ===============================================================================
163,000 shares       $6.00             $1,833,443.75                        
                                                        10,000 shares       $5.75
Common Stock issuable upon exercise of options          12,000 shares       $13.125
granted and outstanding under the Registrant's          46,700 shares       $7.6875                                  $555.59
1996 Stock Incentive Plan ("1996 Plan")(1)              24,000 shares       $6.75
                                                        13,000 shares       $9.1875
-------------------------------------------------- -------------------------------------------------------------------------------
Common Stock issuable upon exercise of awards          431,300 shares       $9.00             $3,881,700.00          $1,176.27
which may be granted under the 1996 Plan(2)
-------------------------------------------------- -------------------------------------------------------------------------------
(Table continued on next page)
(Table continued from previous page)

                                                                                                 Proposed
                                                                           Proposed              maximum
                                                      Amount to be     maximum offering         aggregate           Amount of
Title of securities to be registered                   registered       price per share       offering price     registration fee
================================================== ===============================================================================
Common Stock issuable upon exercise of options                                                                   
granted and outstanding under other employee           142,500 shares       $5.33               $804,525.00            $243.80
benefit plans ("Benefit Plans")(3)                       7,500 shares       $6.00
-------------------------------------------------- -------------------------------------------------------------------------------
         TOTAL                                                                                                       $1,975.66
================================================== ===============================================================================
(1)      Represents the exercise  prices payable for the 268,700 shares that may
         be acquired under  outstanding  options  granted under the 1996 Plan in
         accordance  with Rule 457(h)  promulgated  under the  Securities Act of
         1933, as amended ("Securities Act").

(2)      Based on the average of the high and low prices of the Common  Stock as
         reported by The Nasdaq Stock Market on November 13, 1997 in  accordance
         with Rules 457(c) and 457(h) promulgated under the Securities Act.

(3)      Represents the exercise  prices payable for the 150,000 shares that may
         be acquired under  outstanding  options granted pursuant to the Benefit
         Plans in accordance with Rule 457(h)  promulgated  under the Securities
         Act.
---------------------

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act, the  Registration  Statement will become  effective upon filing
with the Securities and Exchange Commission.

         The  Registration  Statement,  including all exhibits and  attachments,
contains  11  pages.  The  exhibit  index  may be  found  on  page  II-6  of the
Registration Statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information *

Item 2.   Registrant Information and Employee Plan Annual Information*

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with Rule 428 under  the  Securities  Act and the Note to Part I of the
         Instructions to Form S-8.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities and Exchange Commission  ("Commission") are incorporated by reference
in this Registration Statement:

         (a)      The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year  ended  December  31,  1996  filed  with  the  Commission
                  pursuant to Section  13(a) of the  Securities  Exchange Act of
                  1934 ("Exchange Act");

         (b)      The  Registrant's  Quarterly  Reports  on Form  10-QSB for the
                  fiscal  quarters  ended  March  31,  1997,  June 30,  1997 and
                  September  30,  1997 filed  with the  Commission  pursuant  to
                  Section 13(a) of the Exchange Act;

         (c)      The Registrant's Proxy Statement,  dated May 7, 1997, relating
                  to  the  Annual  Meeting  of   Stockholders   filed  with  the
                  Commission pursuant to Section 14 of the Exchange Act;

         (d)      All other  reports filed by the  Registrant  after the date of
                  this  Registration  Statement with the Commission  pursuant to
                  Section 13(a) or 15(d) of the Exchange Act; and

         (e)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's registration statement on Form 8-A filed with the
                  Commission  pursuant  to Section  12(g) of the  Exchange  Act,
                  including any subsequent  amendment(s)  or report(s) filed for
                  the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of 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 this Registration  Statement and to be a part
hereof from the  respective  dates of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement or in any other  subsequently  filed  document  which is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the General  Corporation  Law of  Delaware,  as amended
("GCL"), authorizes a Delaware corporation to indemnify its officers, directors,
employees  and  agents  under  certain   circumstances   against   expenses  and
liabilities  incurred in legal  proceedings  involving  such persons  because of
their holding or having held such positions with the corporation and to purchase
and maintain insurance for such indemnification.  Article Tenth of the Company's
Certificate of Incorporation, as amended, provides in

                                      II-1
substance that the Company shall  indemnify its officers,  directors,  employees
and agents to the  fullest  extent  permitted  by Section 145 of the GCL and the
Company has purchased insurance for such indemnification.

         Paragraph   7  of  Section   102(b)  of  the  GCL  permits  a  Delaware
corporation,  by so providing in its Certificate of Incorporation,  to eliminate
or  limit  the  personal  liability  of a  director  to the  corporation  or its
stockholders  for  damages  arising  out  of  certain  alleged  breaches  of the
director's duties to the corporation.  The GCL,  however,  provides that no such
limitation of liability may affect a director's liability with respect to any of
the  following:  (i)  any  breach  of the  director's  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful payment of dividends or unlawful  purchase or redemption of its capital
stock, or (iv) for any transaction  from which the director  derived an improper
personal benefit.  Article Ninth of the Company's  Certificate of Incorporation,
as amended, eliminates the personal liability of the directors of the Company to
the fullest extent permitted by Paragraph 7 of Section 102(b) of the GCL.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit No.                Description
4.1                        1996 Stock Incentive Plan of the Registrant (incorporated by reference to
                                    Exhibit 10.11 to Registrant's Registration Statement on Form SB-2 (File
                                    No. 333-6607))

         4.2                        Stock Option Agreement for the purchase of 37,500 shares between the
                                    Registrant and Donald B. Brounstein (incorporated by reference to Exhibit
                                    4.6 of the Registrant's Registration Statement on Form SB-2 (File No. 333-
                                    6607))

         4.3                        Stock Option Agreement for the purchase of 37,500 shares between the
                                    Registrant and James J. Whidden (incorporated by reference to Exhibit 4.6
                                    of the Registrant's Registration Statement on Form SB-2 (File No. 333-
                                    6607))

         4.4                        Stock Option  Agreement  for the purchase of 18,750  shares  between the 
                                    Registrant  and Whidden & Associates,  Inc. (incorporated by reference to 
                                    Exhibit 4.6 of the Registrant's Registration  Statement  on Form SB-2  (File
                                    No. 333-6607))

         4.5                        Stock Option Agreement for the purchase of 18,750 shares between the
                                    Registrant and Amy P. Lewis (incorporated by reference to Exhibit 4.6 of the
                                    Registrant's Registration Statement on Form SB-2 (File No. 333-6607))

         4.6                        Stock Option Agreement for the purchase of 18,750 shares between the
                                    Registrant and Everett M. Lautin, M.D. (incorporated by reference to Exhibit
                                    4.6 of the Registrant's Registration Statement on Form SB-2 (File No. 333-
                                    6607))

         4.7                        Stock Option Agreement for the purchase of 11,250 shares between the
                                    Registrant and Kenneth S. Hollander (incorporated by reference to Exhibit
                                    4.6 of the Registrant's Registration Statement on Form SB-2 (File No. 333-6607))

                                      II-2
4.8*                       Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Steven Bussell

         4.9*                       Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Burton L. Eichler

         4.10*                      Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Robert Lane

         4.11*                      Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Zsigmond L. Sagi, PhD

         4.12*                      Stock Option Agreement for the purchase of 1,500 shares between the
                                    Registrant and Leonard Brown

         5.1*                       Opinion of Graubard Mollen & Miller

         23.1*                      Consent of KPMG Peat Marwick LLP, independent accountants for
                                    Registrant

         23.2*                      Consent of Graubard Mollen & Miller (included in Exhibit 5.1)

         24.1*                      Power of Attorney (included on the signature page hereto)
------------------------------
*        Filed herewith.

                                      II-3
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 to:

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

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

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

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
in a  post-effective  amendment by those paragraphs is incorporated by reference
from periodic reports filed by the Registrant under the Exchange Act.

          (2)  That,  for  the  purpose  of  determining   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) To file a post-effective amendment to remove from registration any
     of the securities that remain unsold at the end of the offering.

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

     (c) 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 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 the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Cranford, New Jersey on this 17th day of November, 1997.

                                          HUMASCAN INC.

                                          By:      /s/ Donald B. Brounstein
                                             ----------------------------------
                                               Donald B. Brounstein, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Donald B.  Brounstein  and Kenneth S.
Hollander  as his true  and lawful  attorneys-in-fact  and  agents,  each acting
alone,  with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities,  to sign any or all amendments
to this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection  therewith,
with the 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 and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he might or could do in person,  and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signatures                                     Title                                                 Date
/s/ Donald B. Brounstein              President, Chief Executive Officer                    November 17, 1997
---------------------------------------------- and Director
         Donald B. Brounstein                  

         /s/ Kenneth S. Hollander              Chief Financial Officer (and                          November 17, 1997
---------------------------------------------- principal accounting officer)
         Kenneth S. Hollander                  

         /s/ Steven S. Elbaum                  Director                                              November 17, 1997
----------------------------------------------
         Steven S. Elbaum

         /s/ Jack L. Rivkin                    Director                                              November 17, 1997
----------------------------------------------
         Jack L. Rivkin

         /s/ John F. Sasen, Sr.                Director                                              November 17, 1997
----------------------------------------------
         John F. Sasen, Sr.

         /s/ Udi Toledano                      Director                                              November 17, 1997
----------------------------------------------
         Udi Toledano
II-5
EXHIBIT INDEX
Exhibit No.      Description
4.1               1996   Stock   Incentive  Plan   of   the  Registrant 
                           (incorporated  by   reference  to  Exhibit  10.11  to 
                           Registrant's  Registration  Statement  on  Form  SB-2 
                           (File No. 333-6607))

         4.2               Stock  Option  Agreement  for the  purchase of 37,500
                           shares   between   the   Registrant   and  Donald  B.
                           Brounstein  (incorporated by reference to Exhibit 4.6
                           of the  Registrant's  Registration  Statement on Form
                           SB-2 (File No. 333-6607))

         4.3               Stock Option   Agreement  for the  purchase of 37,500
                           shares   between   the   Registrant   and  James   J.
                           Whidden  (incorporated  by reference  to  Exhibit 4.6
                           of the  Registrant's  Registration  Statement on Form
                           SB-2  (File No. 333-6607))

         4.4               Stock  Option  Agreement  for the  purchase of 18,750
                           shares   between   the   Registrant   and  Whidden  &
                           Associates,   Inc.   (incorporated  by  reference  to
                           Exhibit   4.6   of  the   Registrant's   Registration
                           Statement on Form SB-2 (File No. 333-6607))

         4.5               Stock  Option  Agreement  for the  purchase of 18,750
                           shares   between   the   Registrant  and Amy P. Lewis
                           (incorporated  by  reference  to  Exhibit 4.6  of the
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (File No. 333-6607))

         4.6               Stock  Option  Agreement  for the  purchase of 18,750
                           shares  between the Registrant and Everett M. Lautin,
                           M.D. (incorporated by reference to Exhibit 4.6 of the
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (File No. 333-6607))

         4.7               Stock  Option  Agreement  for the  purchase of 11,250
                           shares   between  the   Registrant   and  Kenneth  S.
                           Hollander  (incorporated  by reference to Exhibit 4.6
                           of the  Registrant's  Registration  Statement on Form
                           SB-2 (File No. 333-6607))

         4.8*              Stock  Option  Agreement  for  the  purchase of 1,500
                           shares between the Registrant and Steven Bussell

         4.9*              Stock  Option  Agreement  for  the  purchase of 1,500
                           shares between the Registrant and Burton L. Eichler

         4.10*             Stock  Option  Agreement  for  the  purchase of 1,500
                           shares between the Registrant and Robert Lane

         4.11*             Stock  Option  Agreement  for  the  purchase of 1,500
                           shares   between  the  Registrant  and  Zsigmond   L.
                           Sagi, PhD

         4.12*             Stock  Option  Agreement  for  the  purchase of 1,500
                           shares between the Registrant and Leonard Brown

         5.1*              Opinion of Graubard Mollen & Miller

         23.1*             Consent  of   KPMG   Peat  Marwick  LLP,  independent
                           accountants for Registrant

         23.2*             Consent  of  Graubard  Mollen &  Miller (included  in
                           Exhibit 5.1)

         24.1*             Power  of Attorney (included  on  the signature  page
                           hereto)
-----------------------------
*        Filed herewith.

                                      II-6