<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


                          MANHATTAN SCIENTIFICS, INC.
            (Exact name of registrant as specified in its charter)

          Delaware                                           85-0460639
(State or other jurisdiction of incorporation or          (I.R.S. Employer
 organization)                                           Identification No.)

      641 Fifth Avenue, Suite 36F
          New York, New York                                   10022
(Address of principal executive offices)                    (Zip Code)


            Manhattan Scientifics, Inc. 2000 Equity Incentive Plan
                           (Full title of the plan)

                                 Marvin Maslow
                          641 Fifth Avenue, Suite 36F
                           New York, New York 10022
                    (Name and address of agent for service)

                                (212) 752-0505
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
    Title of                         Proposed maximum   Proposed maximum
 Securities to      Amount to be      offering price        aggregate          Amount of
 be registered      registered(1)      per share(2)     offering price(2)  registration fee (3)
------------------------------------------------------------------------------------------------
<S>                 <C>              <C>                <C>                <C>
  Common Stock        925,000             $.25             $231,250             $21.28
------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock option plan described
herein as the result of any future stock split, stock dividend or similar
adjustment of the Registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on March 20, 2002, as reported on the OTC Electronic Bulletin Board.

(3) Calculated pursuant to General Instruction E on Form S-8.

                                       1
<PAGE>

                               EXPLANATORY NOTE

        THE COMPANY HAS SET ASIDE THESE SHARES TO BE ISSUED TO OUTSIDE
CONSULTANTS AND CONTRACTORS TO THE COMPANY. NONE OF THESE SHARES WILL BE ISSUED
TO AN OFFICER OR DIRECTOR OF THE COMPANY.

                       GENERAL INSTRUCTION E INFORMATION

This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same equity
incentive plan is effective.

The contents of the Registrant's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on September 14, 2001 (File No. 333-
69438) is hereby incorporated by reference.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents are hereby incorporated by reference into this
Registration Statement:

          (a)  The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000, filed by the Registrant with the Securities and Exchange
Commission (the "Commission") on April 2, 2001, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

          (b)  The Quarterly Report on Form 10-QSB for the quarter ended March
31, 2001, filed by the Registrant with the Commission on May 15, 2001.

          (c)  The Quarterly Report on Form 10-QSB for the quarter ended June
30, 2001, filed by the Registrant with the Commission on August 14, 2001.

          (d)  The Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001, filed by the Registrant with the Commission on November 14,
2001.

          (e)  The description of the Registrant's common stock, which is
contained in a registration statement filed on Form 10-SB on December 8, 1999,
as amended, file number 000-28411.

                                       2
<PAGE>

          (f)  In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 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 into this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 8.        Exhibits.

               5.    Opinion regarding legality
               23.2  Consent of Pollet & Richardson (included in Exhibit 5)


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on this 20th day of
March, 2002.

                                   Manhattan Scientifics, Inc.



                                   By:    /s/ Marvin Maslow
                                      ---------------------------------------
                                      Marvin Maslow, Chief Executive Officer

     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 date indicated:


                                    /s/ Marvin Maslow
Dated:  March 20, 2002             __________________________________________
                                   Marvin Maslow, Chairman of the Board
                                   and Chief Executive Officer


                                    /s/ Scott L. Bach
Dated:  March 20, 2002             __________________________________________
                                   Scott L. Bach, Director and Secretary


                                    /s/ David A. Teich
Dated:  March 20, 2002             __________________________________________
                                   David A. Teich, Director

                                       3
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{"company-data": {"conformed-name": "MANHATTAN SCIENTIFICS INC", "cik": "0001099132", "assigned-sic": "3690", "irs-number": "850460639", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84810", "film-number": "02583154"}, "business-address": {"street1": "641 FIFTH AVENUE", "street2": "SUITE 36F", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127520505"}, "mail-address": {"street1": "641 FIFTH AVENUE", "street2": "SUITE 36F", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                          MANHATTAN SCIENTIFICS, INC.
            (Exact name of registrant as specified in its charter)

          Delaware                                           85-0460639
(State or other jurisdiction of incorporation or          (I.R.S. Employer
 organization)                                           Identification No.)

      641 Fifth Avenue, Suite 36F
          New York, New York                                   10022
(Address of principal executive offices)                    (Zip Code)

            Manhattan Scientifics, Inc. 2000 Equity Incentive Plan
                           (Full title of the plan)

                                 Marvin Maslow
                          641 Fifth Avenue, Suite 36F
                           New York, New York 10022
                    (Name and address of agent for service)

                                (212) 752-0505
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
    Title of                         Proposed maximum   Proposed maximum
 Securities to      Amount to be      offering price        aggregate          Amount of
 be registered      registered(1)      per share(2)     offering price(2)  registration fee (3)
------------------------------------------------------------------------------------------------
Common Stock        925,000             $.25             $231,250             $21.28
------------------------------------------------------------------------------------------------
(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock option plan described
herein as the result of any future stock split, stock dividend or similar
adjustment of the Registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on March 20, 2002, as reported on the OTC Electronic Bulletin Board.

(3) Calculated pursuant to General Instruction E on Form S-8.

                                       1
EXPLANATORY NOTE

        THE COMPANY HAS SET ASIDE THESE SHARES TO BE ISSUED TO OUTSIDE
CONSULTANTS AND CONTRACTORS TO THE COMPANY. NONE OF THESE SHARES WILL BE ISSUED
TO AN OFFICER OR DIRECTOR OF THE COMPANY.

                       GENERAL INSTRUCTION E INFORMATION

This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same equity
incentive plan is effective.

The contents of the Registrant's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on September 14, 2001 (File No. 333-
69438) is hereby incorporated by reference.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents are hereby incorporated by reference into this
Registration Statement:

          (a)  The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000, filed by the Registrant with the Securities and Exchange
Commission (the "Commission") on April 2, 2001, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

          (b)  The Quarterly Report on Form 10-QSB for the quarter ended March
31, 2001, filed by the Registrant with the Commission on May 15, 2001.

          (c)  The Quarterly Report on Form 10-QSB for the quarter ended June
30, 2001, filed by the Registrant with the Commission on August 14, 2001.

          (d)  The Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001, filed by the Registrant with the Commission on November 14,
2001.

          (e)  The description of the Registrant's common stock, which is
contained in a registration statement filed on Form 10-SB on December 8, 1999,
as amended, file number 000-28411.

                                       2
(f)  In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 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 into this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 8.        Exhibits.

               5.    Opinion regarding legality
               23.2  Consent of Pollet & Richardson (included in Exhibit 5)

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on this 20th day of
March, 2002.

                                   Manhattan Scientifics, Inc.

                                   By:    /s/ Marvin Maslow
                                      ---------------------------------------
                                      Marvin Maslow, Chief Executive Officer

     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 date indicated:

                                    /s/ Marvin Maslow
Dated:  March 20, 2002             __________________________________________
                                   Marvin Maslow, Chairman of the Board
                                   and Chief Executive Officer

                                    /s/ Scott L. Bach
Dated:  March 20, 2002             __________________________________________
                                   Scott L. Bach, Director and Secretary

                                    /s/ David A. Teich
Dated:  March 20, 2002             __________________________________________
                                   David A. Teich, Director

                                       3