As filed with the Securities and Exchange Commission on July 22, 1996
                                                     Registration No. 33-_______

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                           MEDICAL STERILIZATION, INC.
             (Exact name of registrant as specified in its charter)

           New York                                     11-2621408
- -------------------------------            -------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                   225 Underhill Boulevard, Syosset, NY 11791
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 1996 STOCK PLAN
                                 ---------------
                            (Full title of the plan)

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

                               D. MICHAEL DEIGNAN
                      President and Chief Executive Officer
                           MEDICAL STERILIZATION, INC.
                             225 Underhill Boulevard
                                Syosset, NY 11791
                                 (516) 496-8822
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:

                                STEVEN C. BROWNE
                         Testa, Hurwitz & Thibeault, LLP
                                High Street Tower
                                 125 High Street
                                Boston, MA 02110
                                 (617) 248-7000

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


<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                           Proposed              Proposed
          Title of                                         Maximum                Maximum
         Securities                      Amount            Offering              Aggregate             Amount of
            to be                        to be            Price Per              Offering             Registration
         Registered                    Registered           Share                  Price                   Fee
- ----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                      <C>           <C>                         <C>
1996 STOCK PLAN 
Common Stock, $.01 par value      500,000 shares           $2.063 (1)    $1,031,500 (1)              $355.69
======================================================================================================================
(1)  The price of $2.063 per share,  which is the average of the bid and ask prices  reported  on the Nasdaq  Bulletin
     Board on July 15, 1996, is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(c).
======================================================================================================================
</TABLE>

                                       2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.
         -----------------

         The documents containing the information  specified in this Item 1 will
be sent or  given  to  employees,  directors  or  others  as  specified  by Rule
428(b)(1).  In accordance  with the rules and  regulations of the Securities and
Exchange  Commission (the  "Commission")  and the instructions to Form S-8, such
documents  are not  being  filed  with  the  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.
         ------------------------------------------------------------

         The documents containing the information  specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and  regulations of the Commission and the  instructions  to Form S-8,
such  documents are not being filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement:

         (a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  1995,  as filed  on or  about  March  29,  1996 and  Registrant's
Quarterly  Report on Form 10-QSB for the quarter  ended March 31, 1996, as filed
on or about May 14, 1996  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         All documents  subsequently filed with the Commission by the Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the  Exchange Act shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents.

                                       3


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

         Not applicable.

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

         Not applicable.

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

         The New York Business  Corporation Law and the Registrant's Amended and
Restated By-Laws provide for  indemnification of the Registrant's  directors and
officers for liabilities and expenses that they may incur in such capacities. In
general, directors and officers are indemnified with respect to actions taken in
good faith,  for a purpose which the indemnitee  reasonably  believed in, or not
opposed  to,  the best  interests  of the  Registrant,  and with  respect to any
criminal  action or  proceeding,  actions that the  indemnitee had no reasonable
cause to believe were unlawful.  Reference is made to the  Registrant's  Amended
and Restated By-Laws filed as Exhibit 3.4 to the  Registrant's  Annual Report on
Form 10-KSB filed March 29, 1996 and incorporated herein by reference.

         The Registrant maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

         Not applicable.

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

         Exhibit No.       Description of Exhibit
         -----------       ----------------------

         Exhibit 4.1       Specimen certificate representing the Common Stock of
                           the Registrant.

         Exhibit 4.2       Amended and Restated  Certificate of Incorporation of
                           the Registrant.

         Exhibit 4.3       Amended  and  Restated  By-laws  of  the  Registrant,
                           (filed as Exhibit 3.4 to  Registrant's  Annual Report
                           on Form  10-KSB  as  filed  on  March  29,  1996  and
                           incorporated herein by reference).

         Exhibit 4.4       1996   Stock   Plan   (filed  as   Exhibit   10.2  to
                           Registrant's Annual Report on Form 10-KSB as filed on
                           March 29, 1996 and incorporated herein by reference).

         Exhibit 4.5       Form of Incentive  Stock Option  Agreement  under the
                           1996 Stock Plan of the Registrant.

                                       4



         Exhibit 4.6       Form of  Non-Qualified  Stock Option  Agreement under
                           the 1996 Stock Plan of the Registrant.

         Exhibit 5.1       Opinion of Testa, Hurwitz & Thibeault, LLP.

         Exhibit 23.1      Consent of Coopers & Lybrand L.L.P.

         Exhibit 23.2      Consent of Testa, Hurwitz & Thibeault,  LLP (included
                           in Exhibit 5.1).

         Exhibit 24.1      Power of Attorney  (included as part of the signature
                           page to 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,
                                    represent  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  information  required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic  reports filed by
                           the  Registrant  pursuant  to  Section  13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated   by  reference   in  the   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.

                                       5



                  (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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described in Item 6, 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 of 1933 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 questions whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       6



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Medical  Sterilization,  Inc.,  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 Syosset, State of New
York, on this 22nd day of July, 1996.

                           MEDICAL STERILIZATION, INC.



                           By: /s/ D. MICHAEL DEIGNAN
                               -------------------------------------------------
                               D. Michael Deignan
                               President and Chief Executive Officer





                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature  appears below  constitutes  and appoints,  jointly and severally,  D.
Michael Deignan and Paul V. Rossi his attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or his  substitute  or
substitutes, may 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/ D. MICHAEL DEIGNAN                           President, Chief Executive                       July 22, 1996
- ----------------------------------------         Officer and Director          
D. Michael Deignan                               (Principal Executive Officer) 
                                                 

/s/ PAUL V. ROSSI                                Treasurer and Chief Financial Officer            July 22, 1996
- ----------------------------------------         (Principal Financial and Accounting    
Paul V. Rossi                                    Officer)                               
                                                 

/s/ HARVEY COHEN                                 Director and Secretary                           July 22, 1996
- ----------------------------------------
Harvey Cohen

/s/JOHN R. HOOVER                                Director                                         July 22, 1996
- ----------------------------------------
John R. Hoover

/s/ KENNETH W. RIND                              Director                                         July 22, 1996
- ----------------------------------------
Kenneth W. Rind

/s/ KENNARD H. MORGANSTERN                       Director                                         July 22, 1996
- ----------------------------------------
Kennard H. Morganstern

/s/ WILLIAM R. LONERGAN                          Director                                         July 22, 1996
- ----------------------------------------
William R. Lonergan

/s/ FORREST R. WHITTAKER                         Director                                         July 22, 1996
- ----------------------------------------
Forrest R. Whittaker
</TABLE>



                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>
Exhibit                                        Description of Exhibit
- -------                                        ----------------------
<S>                   <C>                                                                                
Exhibit 4.1           Specimen certificate representing the Common Stock of the Registrant.

Exhibit 4.2           Certificate of Amendment of Restated Certificate of Incorporation of the
                      Registrant.

Exhibit 4.3           Amended and Restated By-laws of the Registrant, (filed as Exhibit 3.4 to
                      Registrant's Annual Report on Form 10-KSB as filed on March 29, 1996 and
                      incorporated herein by reference).

Exhibit 4.4           1996 Stock Plan (filed as Exhibit 10.2 to Registrant's Annual Report on
                      Form 10-KSB as filed on March 29, 1996 and incorporated herein by
                      reference).

Exhibit 4.5           Form of Incentive Stock Option Agreement under the 1996 Stock Plan of
                      the Registrant.

Exhibit 4.6           Form of Non-Qualified Stock Option Agreement under the 1996 Stock Plan
                      of the Registrant.

Exhibit 5.1           Opinion of Testa, Hurwitz & Thibeault, LLP.

Exhibit 23.1          Consent of Coopers & Lybrand L.L.P.

Exhibit 23.2          Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).

Exhibit 24.1          Power of Attorney (included as part of the signature page to this
                      Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19822}]
{"company-data": {"conformed-name": "MEDICAL STERILIZATION INC", "cik": "0000723592", "assigned-sic": "7389", "irs-number": "112621408", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08551", "film-number": "96597235"}, "business-address": {"street1": "225 UNDERHILL BLVD", "city": "SYOSSET", "state": "NY", "zip": "11791-3489", "phone": "5164968822"}, "mail-address": {"street1": "225 UNDERHILL BLVD", "city": "SYOSSET", "state": "NY", "zip": "11791-3489"}}
As filed with the Securities and Exchange Commission on July 22, 1996
                                                     Registration No. 33-_______

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                           MEDICAL STERILIZATION, INC.
             (Exact name of registrant as specified in its charter)

           New York                                     11-2621408
- -------------------------------            -------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                   225 Underhill Boulevard, Syosset, NY 11791
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 1996 STOCK PLAN
                                 ---------------
                            (Full title of the plan)

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

                               D. MICHAEL DEIGNAN
                      President and Chief Executive Officer
                           MEDICAL STERILIZATION, INC.
                             225 Underhill Boulevard
                                Syosset, NY 11791
                                 (516) 496-8822
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:

                                STEVEN C. BROWNE
                         Testa, Hurwitz & Thibeault, LLP
                                High Street Tower
                                 125 High Street
                                Boston, MA 02110
                                 (617) 248-7000

================================================================================
CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                           Proposed              Proposed
          Title of                                         Maximum                Maximum
         Securities                      Amount            Offering              Aggregate             Amount of
            to be                        to be            Price Per              Offering             Registration
         Registered                    Registered           Share                  Price                   Fee
- ----------------------------------------------------------------------------------------------------------------------
1996 STOCK PLAN 
Common Stock, $.01 par value      500,000 shares           $2.063 (1)    $1,031,500 (1)              $355.69
======================================================================================================================
(1)  The price of $2.063 per share,  which is the average of the bid and ask prices  reported  on the Nasdaq  Bulletin
     Board on July 15, 1996, is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(c).
======================================================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
         -----------------

         The documents containing the information  specified in this Item 1 will
be sent or  given  to  employees,  directors  or  others  as  specified  by Rule
428(b)(1).  In accordance  with the rules and  regulations of the Securities and
Exchange  Commission (the  "Commission")  and the instructions to Form S-8, such
documents  are not  being  filed  with  the  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.
         ------------------------------------------------------------

         The documents containing the information  specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and  regulations of the Commission and the  instructions  to Form S-8,
such  documents are not being filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement:

         (a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  1995,  as filed  on or  about  March  29,  1996 and  Registrant's
Quarterly  Report on Form 10-QSB for the quarter  ended March 31, 1996, as filed
on or about May 14, 1996  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         All documents  subsequently filed with the Commission by the Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the  Exchange Act shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents.

                                       3

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

         Not applicable.

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

         Not applicable.

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

         The New York Business  Corporation Law and the Registrant's Amended and
Restated By-Laws provide for  indemnification of the Registrant's  directors and
officers for liabilities and expenses that they may incur in such capacities. In
general, directors and officers are indemnified with respect to actions taken in
good faith,  for a purpose which the indemnitee  reasonably  believed in, or not
opposed  to,  the best  interests  of the  Registrant,  and with  respect to any
criminal  action or  proceeding,  actions that the  indemnitee had no reasonable
cause to believe were unlawful.  Reference is made to the  Registrant's  Amended
and Restated By-Laws filed as Exhibit 3.4 to the  Registrant's  Annual Report on
Form 10-KSB filed March 29, 1996 and incorporated herein by reference.

         The Registrant maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

         Not applicable.

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

         Exhibit No.       Description of Exhibit
         -----------       ----------------------

         Exhibit 4.1       Specimen certificate representing the Common Stock of
                           the Registrant.

         Exhibit 4.2       Amended and Restated  Certificate of Incorporation of
                           the Registrant.

         Exhibit 4.3       Amended  and  Restated  By-laws  of  the  Registrant,
                           (filed as Exhibit 3.4 to  Registrant's  Annual Report
                           on Form  10-KSB  as  filed  on  March  29,  1996  and
                           incorporated herein by reference).

         Exhibit 4.4       1996   Stock   Plan   (filed  as   Exhibit   10.2  to
                           Registrant's Annual Report on Form 10-KSB as filed on
                           March 29, 1996 and incorporated herein by reference).

         Exhibit 4.5       Form of Incentive  Stock Option  Agreement  under the
                           1996 Stock Plan of the Registrant.

                                       4

         Exhibit 4.6       Form of  Non-Qualified  Stock Option  Agreement under
                           the 1996 Stock Plan of the Registrant.

         Exhibit 5.1       Opinion of Testa, Hurwitz & Thibeault, LLP.

         Exhibit 23.1      Consent of Coopers & Lybrand L.L.P.

         Exhibit 23.2      Consent of Testa, Hurwitz & Thibeault,  LLP (included
                           in Exhibit 5.1).

         Exhibit 24.1      Power of Attorney  (included as part of the signature
                           page to 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,
                                    represent  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  information  required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic  reports filed by
                           the  Registrant  pursuant  to  Section  13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated   by  reference   in  the   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.

                                       5

                  (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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described in Item 6, 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 of 1933 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 questions whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       6

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Medical  Sterilization,  Inc.,  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 Syosset, State of New
York, on this 22nd day of July, 1996.

                           MEDICAL STERILIZATION, INC.

                           By: /s/ D. MICHAEL DEIGNAN
                               -------------------------------------------------
                               D. Michael Deignan
                               President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature  appears below  constitutes  and appoints,  jointly and severally,  D.
Michael Deignan and Paul V. Rossi his attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or his  substitute  or
substitutes, may 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/ D. MICHAEL DEIGNAN                           President, Chief Executive                       July 22, 1996
- ----------------------------------------         Officer and Director          
D. Michael Deignan                               (Principal Executive Officer) 
                                                 

/s/ PAUL V. ROSSI                                Treasurer and Chief Financial Officer            July 22, 1996
- ----------------------------------------         (Principal Financial and Accounting    
Paul V. Rossi                                    Officer)                               
                                                 

/s/ HARVEY COHEN                                 Director and Secretary                           July 22, 1996
- ----------------------------------------
Harvey Cohen

/s/JOHN R. HOOVER                                Director                                         July 22, 1996
- ----------------------------------------
John R. Hoover

/s/ KENNETH W. RIND                              Director                                         July 22, 1996
- ----------------------------------------
Kenneth W. Rind

/s/ KENNARD H. MORGANSTERN                       Director                                         July 22, 1996
- ----------------------------------------
Kennard H. Morganstern

/s/ WILLIAM R. LONERGAN                          Director                                         July 22, 1996
- ----------------------------------------
William R. Lonergan

/s/ FORREST R. WHITTAKER                         Director                                         July 22, 1996
- ----------------------------------------
Forrest R. Whittaker
INDEX TO EXHIBITS
Exhibit                                        Description of Exhibit
- -------                                        ----------------------
Exhibit 4.1           Specimen certificate representing the Common Stock of the Registrant.

Exhibit 4.2           Certificate of Amendment of Restated Certificate of Incorporation of the
                      Registrant.

Exhibit 4.3           Amended and Restated By-laws of the Registrant, (filed as Exhibit 3.4 to
                      Registrant's Annual Report on Form 10-KSB as filed on March 29, 1996 and
                      incorporated herein by reference).

Exhibit 4.4           1996 Stock Plan (filed as Exhibit 10.2 to Registrant's Annual Report on
                      Form 10-KSB as filed on March 29, 1996 and incorporated herein by
                      reference).

Exhibit 4.5           Form of Incentive Stock Option Agreement under the 1996 Stock Plan of
                      the Registrant.

Exhibit 4.6           Form of Non-Qualified Stock Option Agreement under the 1996 Stock Plan
                      of the Registrant.

Exhibit 5.1           Opinion of Testa, Hurwitz & Thibeault, LLP.

Exhibit 23.1          Consent of Coopers & Lybrand L.L.P.

Exhibit 23.2          Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).

Exhibit 24.1          Power of Attorney (included as part of the signature page to this
                      Registration Statement).