As filed with the Securities and Exchange Commission on April 26, 2002
                                            Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            nSTOR TECHNOLOGIES, INC.
                        -------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                            95-2094565
State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)


100 Century Boulevard, West Palm Beach, Florida                 33417
-----------------------------------------------              ----------
(Address of Principal Executive Offices)                     (Zip Code)


                            nStor Technologies, Inc.
                             2001 Stock Option Plan
                            ------------------------
                            (Full Title of the Plan)

                                  Jack Jaiven
                          Vice President and Treasurer
                            nStor Technologies, Inc.
                             100 Century Boulevard
                         West Palm Beach, Florida 33417
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (561) 640-3105
                                 --------------
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
                                                                    Proposed
         Title of                                                    Maximum
     Securities to be          Amount to      Proposed Maximum      Aggregate      Amount of
        Registered           be Registered     Offering Price    Offering Price   Registration
                                (1)(2)         Per Share (3)           (3)          Fee (3)
--------------------------- ---------------- ------------------- ---------------- ------------
<S>                         <C>              <C>                 <C>              <C>
Common Stock, par value        5,000,000           $.325           $1,625,000       $149.50
$.05 per share                  shares
--------------------------- ---------------- ------------------- ---------------- ------------
</TABLE>


(1)  Represents  shares  issuable upon the exercise of options granted and/or to
     be granted under the nStor  Technologies,  Inc. 2001 Stock Option Plan (the
     "Plan").
(2)  This  Registration   Statement  also  covers  an  indeterminate  amount  of
     securities to be offered or sold as a result of any adjustments  from stock
     splits, stock dividends or similar transactions, pursuant to Rule 416 under
     the  Securities  Act of 1933,  as amended or as a result of the  adjustment
     provisions of the Plan.
(3)  Estimated  solely  for  the  purpose  of  determining  the  amount  of  the
     registration  fee in accordance  with Rule 457 under the  Securities Act of
     1933,  as amended,  and is based on the average of the high and low selling
     prices  per  share of the  Registrant's  Common  Stock as  reported  on the
     American Stock Exchange on April 23, 2002.


<PAGE> 2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents  containing  the  information  specified in Part I of this
Registration  Statement will be sent or given to all persons who  participate in
the  Company's  2001  Stock  Option  Plan (the  "Plan"),  as  specified  by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
These  documents are not required to be filed with the  Securities  and Exchange
Commission  (the  "Commission")  as part of this  Registration  Statement  or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.  These  documents  and the  documents  incorporated  by  reference  in this
Registration  Statement  pursuant  to Item 3 of  Part  II of  this  Registration
Statement,  constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                     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
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act") are  hereby  incorporated  by  reference  in this  Registration
Statement on Form S-8:

1.   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December  31, 2001 as amended by Form 10-K/A filed with the  Commission  on
     April 19, 2002.

2.   The  Registrant's  Current  Report on Form 8-K filed with the Commission on
     April 12, 2002.

3.   The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registrant's  Registration  Statement  on  Form  8-A,  as  filed  with  the
     Commission  on April 16,  1997,  pursuant to Section  12(b) of the Exchange
     Act.

4.   All documents and reports  subsequently filed by the Registrant pursuant to
     Section  13(a),  13(c),  14,  or 15(d) of the  Exchange  Act after the date
     hereof  and  prior to the  filing  of a  post-effective  amendment  to this
     Registration  Statement which indicates that all shares offered hereby have
     been sold or which  deregisters  all shares then remaining  unsold shall be
     deemed to be incorporated by reference  herein and to be a part hereof from
     the date of filing of such documents.

           Any statements  contained in a document  incorporated or deemed to be
incorporated by reference  herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently  filed  document  which  also  is  incorporated  or  deemed  to  be
incorporated  by reference  herein)  modifies or replaces  such  statement.  Any
statement so modified or replaced shall not be deemed,  except as so modified or
replaced, to constitute a part hereof.

                                      II-1


<PAGE> 3


Item 4.  Description of Securities.

        Not  applicable.  The class of  securities  to be offered 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.

        The  Registrant,  a Delaware  corporation,  has included in its Restated
Certificate of Incorporation and Bylaws provisions to (i) eliminate the personal
liability of its directors for monetary damages resulting from breaches of their
fiduciary  duty,  provided that such provision does not eliminate  liability for
breaches of the duty of loyalty,  acts or  omissions  not in good faith or which
involves intentional  misconduct or a knowing violation of law, violations under
Section 174 of the Delaware General  Corporation Law or for any transaction from
which the director  derived an improper  personal benefit and (ii) indemnify its
directors and officers to the fullest extent  permitted by the Delaware  General
Corporation Law. The Registrant  believes that these provisions are necessary to
attract and retain qualified persons as directors and officers.

        Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted  to the  Company's  directors,  officers  and  controlling
persons pursuant to the foregoing provisions, or otherwise, the Company 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.

Item 7.  Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

        The  exhibits  filed  as  part  of this  Registration  Statement  are as
        follows:

Exhibit
Number                 Description

5.1  Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the legality of the
     Common Stock being registered

10.1 nStor Technologies, Inc. 2001 Stock Option Plan.

23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (contained in Exhibit 5.1)

23.2 Consent of Swenson Advisors LLP

23.3 Consent of BDO Seidman, LLP

24   Powers of Attorney (included as part of the signature page hereto)


                                      II-2


<PAGE> 4


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;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   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
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

          (3)  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, 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.

                                      II-3


<PAGE> 5


     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the  Registrant  pursuant to the foregoing  provisions,  or
          otherwise,  the Registrant has been advised that in the opinion of the
          Securities and Exchange  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 of 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> 6


                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of West Palm Beach,  and the State of Florida,  this
26th day of April, 2002.

                                            nSTOR TECHNOLOGIES, INC.

                                            By: /s/ Jack Jaiven
                                               -------------------------
                                               Jack Jaiven
                                               Vice President and Treasurer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE  PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints H. Irwin Levy and Jack Jaiven,  and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution  for  him  and in his  name,  place  and  stead,  in  any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form S-8,  and to file the  same,  with all
exhibits thereto and all 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 and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact and agents or any of them, or his or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

SIGNATURE                               TITLE                           DATE
--------                                -----                           ----

/s/ Maurice A. Halperin      Chairman of the Board                April 26, 2002
-----------------------
Maurice A. Halperin

/s/ H. Irwin Levy            Vice Chairman of the Board and       April 26, 2002
------------------------     Chief Executive Officer (Principal
H. Irwin Levy                Executive Officer)

/s/ Roger H. Felberbaum      Director                             April 26, 2002
-----------------------
Roger H. Felberbaum

/s/ Jack Jaiven              Vice President and Treasurer         April 26, 2002
-----------------------      (PrincipalFinancial and
Jack Jaiven                  Accounting Officer)

/s/ Bernard Green            Director                             April 26, 2002
-----------------------
Bernard Green

/s/ Michael L. Wise          Director                             April 26, 2002
-----------------------
Michael L. Wise

                                      II-5


<PAGE> 7


                                  EXHIBIT INDEX

Exhibit
Number  Description

5.1     Opinion of Akerman, Senterfitt & Eidson, P.A.

10.1    nStor Technologies, Inc. 2001 Stock Option Plan

23.2    Consent of Swenson Advisors LLP

23.3    Consent of BDO Seidman, LLP
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8 FILED APRIL 26, 2002", "secsgml_size_bytes": 17760}]
{"company-data": {"conformed-name": "NSTOR TECHNOLOGIES INC", "cik": "0000075448", "assigned-sic": "9995", "irs-number": "952094565", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87078", "film-number": "02623178"}, "business-address": {"street1": "100 CENTURY BLVD.", "city": "WEST PALM BEACH", "state": "FL", "zip": "33417", "phone": "5616403125"}, "mail-address": {"street1": "100 CENTURY BLVD.", "city": "W. PALM BEACH", "state": "FL", "zip": "33417"}, "former-company": [{"former-conformed-name": "IMGE INC", "date-changed": "19960627"}, {"former-conformed-name": "IMGE INC /DE/", "date-changed": "19940525"}, {"former-conformed-name": "IMNET INC /DE/", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on April 26, 2002
                                            Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            nSTOR TECHNOLOGIES, INC.
                        -------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                            95-2094565
State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

100 Century Boulevard, West Palm Beach, Florida                 33417
-----------------------------------------------              ----------
(Address of Principal Executive Offices)                     (Zip Code)

                            nStor Technologies, Inc.
                             2001 Stock Option Plan
                            ------------------------
                            (Full Title of the Plan)

                                  Jack Jaiven
                          Vice President and Treasurer
                            nStor Technologies, Inc.
                             100 Century Boulevard
                         West Palm Beach, Florida 33417
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (561) 640-3105
                                 --------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
                                                                    Proposed
         Title of                                                    Maximum
     Securities to be          Amount to      Proposed Maximum      Aggregate      Amount of
        Registered           be Registered     Offering Price    Offering Price   Registration
                                (1)(2)         Per Share (3)           (3)          Fee (3)
--------------------------- ---------------- ------------------- ---------------- ------------
Common Stock, par value        5,000,000           $.325           $1,625,000       $149.50
$.05 per share                  shares
--------------------------- ---------------- ------------------- ---------------- ------------
(1)  Represents  shares  issuable upon the exercise of options granted and/or to
     be granted under the nStor  Technologies,  Inc. 2001 Stock Option Plan (the
     "Plan").
(2)  This  Registration   Statement  also  covers  an  indeterminate  amount  of
     securities to be offered or sold as a result of any adjustments  from stock
     splits, stock dividends or similar transactions, pursuant to Rule 416 under
     the  Securities  Act of 1933,  as amended or as a result of the  adjustment
     provisions of the Plan.
(3)  Estimated  solely  for  the  purpose  of  determining  the  amount  of  the
     registration  fee in accordance  with Rule 457 under the  Securities Act of
     1933,  as amended,  and is based on the average of the high and low selling
     prices  per  share of the  Registrant's  Common  Stock as  reported  on the
     American Stock Exchange on April 23, 2002.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents  containing  the  information  specified in Part I of this
Registration  Statement will be sent or given to all persons who  participate in
the  Company's  2001  Stock  Option  Plan (the  "Plan"),  as  specified  by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
These  documents are not required to be filed with the  Securities  and Exchange
Commission  (the  "Commission")  as part of this  Registration  Statement  or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.  These  documents  and the  documents  incorporated  by  reference  in this
Registration  Statement  pursuant  to Item 3 of  Part  II of  this  Registration
Statement,  constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                     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
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act") are  hereby  incorporated  by  reference  in this  Registration
Statement on Form S-8:

1.   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December  31, 2001 as amended by Form 10-K/A filed with the  Commission  on
     April 19, 2002.

2.   The  Registrant's  Current  Report on Form 8-K filed with the Commission on
     April 12, 2002.

3.   The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registrant's  Registration  Statement  on  Form  8-A,  as  filed  with  the
     Commission  on April 16,  1997,  pursuant to Section  12(b) of the Exchange
     Act.

4.   All documents and reports  subsequently filed by the Registrant pursuant to
     Section  13(a),  13(c),  14,  or 15(d) of the  Exchange  Act after the date
     hereof  and  prior to the  filing  of a  post-effective  amendment  to this
     Registration  Statement which indicates that all shares offered hereby have
     been sold or which  deregisters  all shares then remaining  unsold shall be
     deemed to be incorporated by reference  herein and to be a part hereof from
     the date of filing of such documents.

           Any statements  contained in a document  incorporated or deemed to be
incorporated by reference  herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently  filed  document  which  also  is  incorporated  or  deemed  to  be
incorporated  by reference  herein)  modifies or replaces  such  statement.  Any
statement so modified or replaced shall not be deemed,  except as so modified or
replaced, to constitute a part hereof.

                                      II-1
3

Item 4.  Description of Securities.

        Not  applicable.  The class of  securities  to be offered 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.

        The  Registrant,  a Delaware  corporation,  has included in its Restated
Certificate of Incorporation and Bylaws provisions to (i) eliminate the personal
liability of its directors for monetary damages resulting from breaches of their
fiduciary  duty,  provided that such provision does not eliminate  liability for
breaches of the duty of loyalty,  acts or  omissions  not in good faith or which
involves intentional  misconduct or a knowing violation of law, violations under
Section 174 of the Delaware General  Corporation Law or for any transaction from
which the director  derived an improper  personal benefit and (ii) indemnify its
directors and officers to the fullest extent  permitted by the Delaware  General
Corporation Law. The Registrant  believes that these provisions are necessary to
attract and retain qualified persons as directors and officers.

        Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted  to the  Company's  directors,  officers  and  controlling
persons pursuant to the foregoing provisions, or otherwise, the Company 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.

Item 7.  Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

        The  exhibits  filed  as  part  of this  Registration  Statement  are as
        follows:

Exhibit
Number                 Description

5.1  Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the legality of the
     Common Stock being registered

10.1 nStor Technologies, Inc. 2001 Stock Option Plan.

23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (contained in Exhibit 5.1)

23.2 Consent of Swenson Advisors LLP

23.3 Consent of BDO Seidman, LLP

24   Powers of Attorney (included as part of the signature page hereto)

                                      II-2
4

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;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   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
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

          (3)  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, 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.

                                      II-3
5

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the  Registrant  pursuant to the foregoing  provisions,  or
          otherwise,  the Registrant has been advised that in the opinion of the
          Securities and Exchange  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 of 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
6

                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of West Palm Beach,  and the State of Florida,  this
26th day of April, 2002.

                                            nSTOR TECHNOLOGIES, INC.

                                            By: /s/ Jack Jaiven
                                               -------------------------
                                               Jack Jaiven
                                               Vice President and Treasurer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE  PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints H. Irwin Levy and Jack Jaiven,  and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution  for  him  and in his  name,  place  and  stead,  in  any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form S-8,  and to file the  same,  with all
exhibits thereto and all 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 and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact and agents or any of them, or his or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

SIGNATURE                               TITLE                           DATE
--------                                -----                           ----

/s/ Maurice A. Halperin      Chairman of the Board                April 26, 2002
-----------------------
Maurice A. Halperin

/s/ H. Irwin Levy            Vice Chairman of the Board and       April 26, 2002
------------------------     Chief Executive Officer (Principal
H. Irwin Levy                Executive Officer)

/s/ Roger H. Felberbaum      Director                             April 26, 2002
-----------------------
Roger H. Felberbaum

/s/ Jack Jaiven              Vice President and Treasurer         April 26, 2002
-----------------------      (PrincipalFinancial and
Jack Jaiven                  Accounting Officer)

/s/ Bernard Green            Director                             April 26, 2002
-----------------------
Bernard Green

/s/ Michael L. Wise          Director                             April 26, 2002
-----------------------
Michael L. Wise

                                      II-5
7

                                  EXHIBIT INDEX

Exhibit
Number  Description

5.1     Opinion of Akerman, Senterfitt & Eidson, P.A.

10.1    nStor Technologies, Inc. 2001 Stock Option Plan

23.2    Consent of Swenson Advisors LLP

23.3    Consent of BDO Seidman, LLP