As filed with the Securities and Exchange Commission on November 11, 1996.

                                            Registration No. 333-

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

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                      -----------------------
                             FORM S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                          INFU-TECH, INC.
      (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
                 Delaware                                                   22-3127689
       (State or other jurisdiction                                      (I.R.S. Employer
   of incorporation or organization)                                    Identification No.)
<S>                                                                             <C>
          910 Sylvan Avenue                                                    07632
        Englewood Cliffs, N.J.                                               (Zip Code)
(Address of principal executive offices)
</TABLE>

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

                           Benjamin Geizhals
                            General Counsel
                            Infu-Tech, Inc.
                           910 Sylvan Avenue
                     Englewood Cliffs, N.J. 07632
                            (201) 567-4600
       (Name, address, including zip code and telephone number,
               including area code, of agent for service)

                               Copy to:

                       David W. Bernstein, Esq.
                            Rogers & Wells
                            200 Park Avenue
                       New York, New York 10166

                    CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
TITLE OF SECURITIES  AMOUNT TO BE       PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
TO                   REGISTERED         OFFERING PRICE PER  AGGREGATE OFFERING   REGISTRATION FEE
BE REGISTERED                           SHARE(1)            PRICE
-------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                 <C>                  <C>                               <C>
Common Stock,        300,000 shares     $4.00               $1,200,000.00        $363.640 
par value $.01 per
share
</TABLE>
================================================================================
(1)   Estimated  pursuant  to  Rule  457(c),  solely  for the purpose of
      calculating the registration fee, on the basis of  the  average of
      the high and low prices of the Common Stock on the NASDAQ National
      Market System on November 7, 1996.


<PAGE>
                                PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Pursuant  to  the requirements of the Note to Part I of Form
S-8 and Rule 428(b)(1)  of  the rules under the Securities Act of
1933, as amended, the information  required by Part I of Form S-8
is  included  in "Stock Option Description"  dated  October  1996
distributed to  participants  in the Infu-Tech, Inc. stock option
plan  (the  "Infu-Tech Plan").  The  "Stock  Option  Description"
dated October  1996,  together  with  Item  3  of Part II of this
Registration Statement, constitute a Section 10(a) Prospectus.


<PAGE>
                        PROSPECTUS FOR RESALES

     The material which follows, up to but not including the page
beginning Part II of this Registration Statement,  constitutes  a
prospectus,  prepared  on  Form  S-3,  in accordance with General
Instruction C to Form S-8, to be used in  connection with resales
of securities acquired under the Infu-Tech  Plan by affiliates of
Infu-Tech, Inc., as defined in Rule 405 under  the Securities Act
of 1933, as amended.



<PAGE>
PROSPECTUS


                     INFU-TECH, INC.

                      COMMON STOCK

               (PAR VALUE $.01 PER SHARE)



     This Prospectus relates to shares of Common  Stock  of Infu-
Tech, Inc. (the "Company") which may be offered from time to time
by  the  people  named  under  "Selling  Security Holders" on the
NASDAQ National Market System, where the Company's  Common  Stock
is quoted, on securities exchanges or in other markets where  the
Common  Stock  may  be  traded, or in negotiated transactions, at
prices  and  on  terms then  available.  The  respective  Selling
Security Holders will  pay  any  brokerage  fees  or  commissions
relating  to  sales  by  them.  See "Method of Sale." The Company
will receive no part of the  proceeds  of  any  such  sales.  The
principal  executive  office  of  the  Company  is located at 910
Sylvan Avenue, Englewood Cliffs, New Jersey 07632  (Telephone No.
(201) 567-4600).



    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
       BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
          THE COMMISSION PASSED UPON THE ACCURACY OR
                ADEQUACY OF THIS PROSPECTUS. ANY
                 REPRESENTATION TO THE CONTRARY
                     IS A CRIMINAL OFFENSE.



     The  expenses  of  preparing  and  filing  the  Registration
Statement of which this Prospectus is a part are being  borne  by
the Company.



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



         The date of this Prospectus is October 29, 1996


<PAGE>
                         TABLE OF CONTENTS


Available Information ..........................................2
Incorporation by Reference......................................2
Selling Security Holders........................................2
Method of Sale..................................................4
SEC Position Regarding Indemnification..........................4

                      AVAILABLE INFORMATION

             The   Company   is   subject  to  the  informational
requirements  of the Securities Exchange  Act  of  1934,  and  in
accordance with that Act files reports and other information with
the  Securities  and  Exchange  Commission.  All  reports,  proxy
statements  and  other  information filed with the Securities and
Exchange Commission by the Company can be inspected and copied at
the public reference facilities  maintained  by the Commission at
450  Fifth  Street,  N.W.,  Washington, D.C. 20549,  and  at  the
following Regional Offices of  the  Commission:   7  World  Trade
Center,  New  York,  New  York 10048 and 500 West Madison Street,
Suite  1400,  Chicago,  Illinois   60661-2511.   Copies  of  that
material can also be obtained from the  Public  Reference Section
of  the  Commission  at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

                   INCORPORATION BY REFERENCE

             The Company  incorporates  by  reference  into  this
Prospectus  (a)  the Company's Annual Report on Form 10-K for the
year ended June 30,  1996, (b) all documents filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since June 30,  1996,  and  (c)  the  description  of the
Company's  Common  Stock  included  in its registration statement
under Section 12 of the Securities Exchange  Act of 1934 relating
to the Common Stock, including any amendment or  report filed for
the   purpose   of  updating  that  description.   All  documents
subsequently filed  by  the  Company  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment  which indicates that
all  securities offered have been sold or which  deregisters  all
securities   then   remaining   unsold,  will  be  deemed  to  be
incorporated by reference in this  Registration  Statement and to
be part of it from the date of filing such documents.   Copies of
all  documents  which  are  incorporated  by  reference  will  be
provided  without  charge  to  anyone  to whom this prospectus is
delivered upon a written or oral request  to Infu-Tech, Inc., 910
Sylvan Avenue, Englewood Cliffs, N.J. 07632,  Attention: Benjamin
Geizhals, telephone number (201) 567-4600.

                       SELLING SECURITY HOLDERS

             This  Prospectus  relates  to  possible   sales   by
officers  and  directors of the Company of shares of Common Stock
purchased by them through the exercise of options granted to them
under the Company's  stock  option  plan  (the "Infu-Tech Plan").
The names of those Selling Securities Holders  are  not  known by
the  Company  at  this  time and will be provided by the Company,
along with the number of  shares of Common Stock owned by each of
them and the number of shares  to  be  resold, in a supplement to
this Prospectus pursuant to General Instruction  C(3) to Form S-8
and Rule 424(b) under the Securities Act of 1933.

                              II-2

<PAGE>
                            METHOD OF SALE

             The Company anticipates that any sales of the shares
offered  by this Prospectus by Selling Security Holders  will  be
made to the  public  on  the NASDAQ National Market System, where
the Company's Common Stock  is quoted, on securities exchanges or
in other markets where the Company's  Common Stock may be traded,
or in negotiated transactions. The Company anticipates that sales
will be at prices current when the sales  take  place.  Sales may
involve  payment  of  brokers'  commissions  by Selling  Security
Holders.  There is no present plan of distribution.

                SEC POSITION REGARDING INDEMNIFICATION

             The Company's by-laws provide for indemnification of
officers and directors, among other things, in instances in which
they acted in good faith and in a manner they reasonably believed
to be in the best interests of the Company and,  with  respect to
criminal proceedings, without reasonable belief that their action
was unlawful.

             Insofar  as indemnification for liabilities  arising
under the Securities Act of 1933 might be permitted to directors,
officers or persons controlling  the Company under the provisions
described  above,  the  Company has been  informed  that  in  the
opinion  of  the  Securities   and   Exchange   Commission   such
indemnification is against public policy as expressed in that Act
and is therefore unenforceable.

                              II-3

<PAGE>
                                PART II


                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT


Item 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The   following   documents   are   incorporated  by
reference in this Registration Statement:

             (a) The  Annual  Report  of  Infu-Tech,  Inc.   (the
"Company") on Form 10-K for the year ended June 30, 1996.

             (b) All  documents  filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities  Exchange  Act  of  1934
since June 30, 1996.

             (c)   The  description of the Company's Common Stock
included in its registration  statement  under  Section 12 of the
Securities  Exchange  Act  of 1934 relating to the Common  Stock,
including  any  amendment or report  filed  for  the  purpose  of
updating that description.

             All  documents  subsequently  filed  by  the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934,  prior to the filing of a post-effective
amendment which indicates that  all  securities offered have been
sold or which deregisters all securities  then  remaining unsold,
will   be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to  be  part of it from the date of
filing such documents.


Item 4.      DESCRIPTION OF SECURITIES.

             Not applicable.


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 gives Delaware corporations  broad  powers  to indemnify
their  present  and  former  directors and officers and those  of
affiliated corporations.  That  indemnification  is not exclusive
of  any other rights to which those indemnified may  be  entitled
under any by-laws, agreement, vote of stockholders or otherwise.

             Article  VIII  of  the  by-laws of the Company makes
mandatory  the  indemnification expressly  authorized  under  the
Delaware General  Corporation  Law.   The  applicable standard is
that  the  individual  acted in good faith and  in  a  manner  he

                              II-4
<PAGE>

reasonably believed to be in or not opposed to the best interests
of the Company, and, with  respect  to  any  criminal  action  or
proceeding,  had  no  reasonable cause to believe his conduct was
unlawful.

             The Company  has  purchased  insurance which insures
officers and directors of the Company against  loss  arising from
claims  by  reason of their legal liability for acts as  officers
and directors.


Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

Item 8.      EXHIBITS.

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


          5  Opinion Regarding Legality

          23 Consents of Experts and Counsel

               (i)  Rogers & Wells (counsel)

               (ii) KPMG  Peat  Marwick  LLP  (independent public
               accountants)

          25 Powers of Attorney-included on signature pages

Item 9.   UNDERTAKINGS.

          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
                  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.

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

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

             The undersigned registrant  hereby  undertakes that,
for  purposes  of determining any liability under the  Securities

                              II-5

<PAGE>

Act  of 1933, each  filing  of  the  registrant's  annual  report
pursuant to Section 13(a) or 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.

             Insofar  as indemnification for liabilities  arising
under the Securities Act  of  1933,  as amended, (the "1933 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  1933 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  or not such indemnification
by it is against public policy as expressed  in  the 1933 Act and
will be governed by the final adjudication of such issue.

                              II-6

<PAGE>
                              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 and State of New York on this
       day of October, 1996.


                                       INFU-TECH, INC.

                                       By:   /S/   JACK ROSEN
                                          -----------------------
                                           Jack Rosen
                                           Chairman of the Board


                           POWER OF ATTORNEY

             Each  person  whose signature appears below appoints
each of Jack Rosen and Benjamin  Geizhals, his agent and attorney
in fact, with full power of substitution,  to execute for him and
in his name, in any and all capacities, all amendments, including
post-effective amendments, to the Registration Statement to which
this power of attorney is attached.

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

<TABLE>
<CAPTION>
        NAME                          TITLE                                 DATE
        ----                          -----                                 ----
<S>                                    <C>                                   <C>
/S/ JACK ROSEN            Chairman of the Board, Director             October 29, 1996
------------------------
Jack Rosen                (Principal Executive Officer)

/S/ JOSEPH ROSEN                    Director                          October 29, 1996
------------------------
Joseph Rosen

/S/ S. COLIN NEILL           Vice President (Principal                October 29, 1996
------------------------
S. Colin Neill                   Financial Officer)

/S/ ALLISON KURUS ALLEN     Principal Accounting Officer              October 29, 1996
------------------------
Allison Kurus Allen

/S/ ISRAEL INGBERMAN                Director                          October 29, 1996
------------------------
Israel Ingberman

/S/ JOSEPH M. GIGLIO                Director                          October 29, 1996
------------------------
Joseph M. Giglio

/S/ CARL D. GLICKMAN                Director                          October  29, 1996
------------------------
Carl D. Glickman

/S/ BRUCE SLOVIN                    Director                          October 29, 1996
------------------------
Bruce Slovin
</TABLE>

                              S-1
<PAGE>

                      [Rogers & Wells Letterhead]


                                                October 29, 1996


Infu-Tech, Inc.
910 Sylvan Avenue
Englewood Cliffs, New Jersey  07632

Dear Sirs:

             We  have  acted  as  counsel to Infu-Tech, Inc. (the
"Company")  in connection with the proposed  issuance  of  up  to
300,000 shares (the "Shares") of the Common Stock, par value $.01
per share, of  the  Company in a public offering being registered
under the Securities  Act  of 1933 in a registration statement on
Form S-8 (the "Registration  Statement").   In  that capacity, we
are familiar with the proceedings, corporate and  other, relating
to the authorization of the issuance of the Shares.

             Based  on the foregoing, and such other  examination
of law and fact as we  have  deemed  necessary,  we  are  of  the
opinion   that   when  sold  as  described  in  the  Registration
Statement, the Shares will be legally issued, fully paid and non-
assessable.

             We consent  to  the  filing  of  this  opinion as an
exhibit to the Registration Statement.


                                         Very truly yours,

                                         ROGERS & WELLS


                              S-2

<PAGE>

               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                         _____________________


As  independent  public  accountants,  we hereby consent  to  the
incorporation by reference in this registration  statement of our
report  dated  September 27, 1996, included in the Form  10-K  of
Infu-Tech, Inc.  for  the  fiscal year ended June 30, 1996 and to
all  references  to  our  Firm  included   in  this  registration
statement.



                                       KPMG PEAT MARWICK LLP


New York, New York
October 29, 1996


                              S-3
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21687}]
{"company-data": {"conformed-name": "INFU TECH INC", "cik": "0000890152", "assigned-sic": "8082", "irs-number": "223127689", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16029", "film-number": "96661269"}, "business-address": {"street1": "910 SYLVAN AVE", "city": "ENGLEWOOD CLIFFS", "state": "NJ", "zip": "07632", "phone": "2015674600"}, "mail-address": {"street1": "900 SYLVAN AVENUE", "city": "ENGLEWOOD CLIFFS", "state": "NJ", "zip": "07632"}}
As filed with the Securities and Exchange Commission on November 11, 1996.

                                            Registration No. 333-

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

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                      -----------------------
                             FORM S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                          INFU-TECH, INC.
      (Exact name of registrant as specified in its charter)
Delaware                                                   22-3127689
       (State or other jurisdiction                                      (I.R.S. Employer
   of incorporation or organization)                                    Identification No.)
910 Sylvan Avenue                                                    07632
        Englewood Cliffs, N.J.                                               (Zip Code)
(Address of principal executive offices)
-----------------

                           Benjamin Geizhals
                            General Counsel
                            Infu-Tech, Inc.
                           910 Sylvan Avenue
                     Englewood Cliffs, N.J. 07632
                            (201) 567-4600
       (Name, address, including zip code and telephone number,
               including area code, of agent for service)

                               Copy to:

                       David W. Bernstein, Esq.
                            Rogers & Wells
                            200 Park Avenue
                       New York, New York 10166

                    CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF SECURITIES  AMOUNT TO BE       PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
TO                   REGISTERED         OFFERING PRICE PER  AGGREGATE OFFERING   REGISTRATION FEE
BE REGISTERED                           SHARE(1)            PRICE
-------------------------------------------------------------------------------------------------
Common Stock,        300,000 shares     $4.00               $1,200,000.00        $363.640 
par value $.01 per
share
================================================================================
(1)   Estimated  pursuant  to  Rule  457(c),  solely  for the purpose of
      calculating the registration fee, on the basis of  the  average of
      the high and low prices of the Common Stock on the NASDAQ National
      Market System on November 7, 1996.
PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant  to  the requirements of the Note to Part I of Form
S-8 and Rule 428(b)(1)  of  the rules under the Securities Act of
1933, as amended, the information  required by Part I of Form S-8
is  included  in "Stock Option Description"  dated  October  1996
distributed to  participants  in the Infu-Tech, Inc. stock option
plan  (the  "Infu-Tech Plan").  The  "Stock  Option  Description"
dated October  1996,  together  with  Item  3  of Part II of this
Registration Statement, constitute a Section 10(a) Prospectus.
PROSPECTUS FOR RESALES

     The material which follows, up to but not including the page
beginning Part II of this Registration Statement,  constitutes  a
prospectus,  prepared  on  Form  S-3,  in accordance with General
Instruction C to Form S-8, to be used in  connection with resales
of securities acquired under the Infu-Tech  Plan by affiliates of
Infu-Tech, Inc., as defined in Rule 405 under  the Securities Act
of 1933, as amended.
PROSPECTUS

                     INFU-TECH, INC.

                      COMMON STOCK

               (PAR VALUE $.01 PER SHARE)

     This Prospectus relates to shares of Common  Stock  of Infu-
Tech, Inc. (the "Company") which may be offered from time to time
by  the  people  named  under  "Selling  Security Holders" on the
NASDAQ National Market System, where the Company's  Common  Stock
is quoted, on securities exchanges or in other markets where  the
Common  Stock  may  be  traded, or in negotiated transactions, at
prices  and  on  terms then  available.  The  respective  Selling
Security Holders will  pay  any  brokerage  fees  or  commissions
relating  to  sales  by  them.  See "Method of Sale." The Company
will receive no part of the  proceeds  of  any  such  sales.  The
principal  executive  office  of  the  Company  is located at 910
Sylvan Avenue, Englewood Cliffs, New Jersey 07632  (Telephone No.
(201) 567-4600).

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
       BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
          THE COMMISSION PASSED UPON THE ACCURACY OR
                ADEQUACY OF THIS PROSPECTUS. ANY
                 REPRESENTATION TO THE CONTRARY
                     IS A CRIMINAL OFFENSE.

     The  expenses  of  preparing  and  filing  the  Registration
Statement of which this Prospectus is a part are being  borne  by
the Company.

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

         The date of this Prospectus is October 29, 1996
TABLE OF CONTENTS

Available Information ..........................................2
Incorporation by Reference......................................2
Selling Security Holders........................................2
Method of Sale..................................................4
SEC Position Regarding Indemnification..........................4

                      AVAILABLE INFORMATION

             The   Company   is   subject  to  the  informational
requirements  of the Securities Exchange  Act  of  1934,  and  in
accordance with that Act files reports and other information with
the  Securities  and  Exchange  Commission.  All  reports,  proxy
statements  and  other  information filed with the Securities and
Exchange Commission by the Company can be inspected and copied at
the public reference facilities  maintained  by the Commission at
450  Fifth  Street,  N.W.,  Washington, D.C. 20549,  and  at  the
following Regional Offices of  the  Commission:   7  World  Trade
Center,  New  York,  New  York 10048 and 500 West Madison Street,
Suite  1400,  Chicago,  Illinois   60661-2511.   Copies  of  that
material can also be obtained from the  Public  Reference Section
of  the  Commission  at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

                   INCORPORATION BY REFERENCE

             The Company  incorporates  by  reference  into  this
Prospectus  (a)  the Company's Annual Report on Form 10-K for the
year ended June 30,  1996, (b) all documents filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since June 30,  1996,  and  (c)  the  description  of the
Company's  Common  Stock  included  in its registration statement
under Section 12 of the Securities Exchange  Act of 1934 relating
to the Common Stock, including any amendment or  report filed for
the   purpose   of  updating  that  description.   All  documents
subsequently filed  by  the  Company  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment  which indicates that
all  securities offered have been sold or which  deregisters  all
securities   then   remaining   unsold,  will  be  deemed  to  be
incorporated by reference in this  Registration  Statement and to
be part of it from the date of filing such documents.   Copies of
all  documents  which  are  incorporated  by  reference  will  be
provided  without  charge  to  anyone  to whom this prospectus is
delivered upon a written or oral request  to Infu-Tech, Inc., 910
Sylvan Avenue, Englewood Cliffs, N.J. 07632,  Attention: Benjamin
Geizhals, telephone number (201) 567-4600.

                       SELLING SECURITY HOLDERS

             This  Prospectus  relates  to  possible   sales   by
officers  and  directors of the Company of shares of Common Stock
purchased by them through the exercise of options granted to them
under the Company's  stock  option  plan  (the "Infu-Tech Plan").
The names of those Selling Securities Holders  are  not  known by
the  Company  at  this  time and will be provided by the Company,
along with the number of  shares of Common Stock owned by each of
them and the number of shares  to  be  resold, in a supplement to
this Prospectus pursuant to General Instruction  C(3) to Form S-8
and Rule 424(b) under the Securities Act of 1933.

                              II-2
METHOD OF SALE

             The Company anticipates that any sales of the shares
offered  by this Prospectus by Selling Security Holders  will  be
made to the  public  on  the NASDAQ National Market System, where
the Company's Common Stock  is quoted, on securities exchanges or
in other markets where the Company's  Common Stock may be traded,
or in negotiated transactions. The Company anticipates that sales
will be at prices current when the sales  take  place.  Sales may
involve  payment  of  brokers'  commissions  by Selling  Security
Holders.  There is no present plan of distribution.

                SEC POSITION REGARDING INDEMNIFICATION

             The Company's by-laws provide for indemnification of
officers and directors, among other things, in instances in which
they acted in good faith and in a manner they reasonably believed
to be in the best interests of the Company and,  with  respect to
criminal proceedings, without reasonable belief that their action
was unlawful.

             Insofar  as indemnification for liabilities  arising
under the Securities Act of 1933 might be permitted to directors,
officers or persons controlling  the Company under the provisions
described  above,  the  Company has been  informed  that  in  the
opinion  of  the  Securities   and   Exchange   Commission   such
indemnification is against public policy as expressed in that Act
and is therefore unenforceable.

                              II-3
PART II

                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT

Item 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The   following   documents   are   incorporated  by
reference in this Registration Statement:

             (a) The  Annual  Report  of  Infu-Tech,  Inc.   (the
"Company") on Form 10-K for the year ended June 30, 1996.

             (b) All  documents  filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities  Exchange  Act  of  1934
since June 30, 1996.

             (c)   The  description of the Company's Common Stock
included in its registration  statement  under  Section 12 of the
Securities  Exchange  Act  of 1934 relating to the Common  Stock,
including  any  amendment or report  filed  for  the  purpose  of
updating that description.

             All  documents  subsequently  filed  by  the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934,  prior to the filing of a post-effective
amendment which indicates that  all  securities offered have been
sold or which deregisters all securities  then  remaining unsold,
will   be  deemed  to  be  incorporated  by  reference  in   this
Registration  Statement  and  to  be  part of it from the date of
filing such documents.

Item 4.      DESCRIPTION OF SECURITIES.

             Not applicable.

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 gives Delaware corporations  broad  powers  to indemnify
their  present  and  former  directors and officers and those  of
affiliated corporations.  That  indemnification  is not exclusive
of  any other rights to which those indemnified may  be  entitled
under any by-laws, agreement, vote of stockholders or otherwise.

             Article  VIII  of  the  by-laws of the Company makes
mandatory  the  indemnification expressly  authorized  under  the
Delaware General  Corporation  Law.   The  applicable standard is
that  the  individual  acted in good faith and  in  a  manner  he

                              II-4
reasonably believed to be in or not opposed to the best interests
of the Company, and, with  respect  to  any  criminal  action  or
proceeding,  had  no  reasonable cause to believe his conduct was
unlawful.

             The Company  has  purchased  insurance which insures
officers and directors of the Company against  loss  arising from
claims  by  reason of their legal liability for acts as  officers
and directors.

Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

Item 8.      EXHIBITS.

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

          5  Opinion Regarding Legality

          23 Consents of Experts and Counsel

               (i)  Rogers & Wells (counsel)

               (ii) KPMG  Peat  Marwick  LLP  (independent public
               accountants)

          25 Powers of Attorney-included on signature pages

Item 9.   UNDERTAKINGS.

          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
                  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.

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

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

             The undersigned registrant  hereby  undertakes that,
for  purposes  of determining any liability under the  Securities

                              II-5
Act  of 1933, each  filing  of  the  registrant's  annual  report
pursuant to Section 13(a) or 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.

             Insofar  as indemnification for liabilities  arising
under the Securities Act  of  1933,  as amended, (the "1933 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  1933 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  or not such indemnification
by it is against public policy as expressed  in  the 1933 Act and
will be governed by the final adjudication of such issue.

                              II-6
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 and State of New York on this
       day of October, 1996.

                                       INFU-TECH, INC.

                                       By:   /S/   JACK ROSEN
                                          -----------------------
                                           Jack Rosen
                                           Chairman of the Board

                           POWER OF ATTORNEY

             Each  person  whose signature appears below appoints
each of Jack Rosen and Benjamin  Geizhals, his agent and attorney
in fact, with full power of substitution,  to execute for him and
in his name, in any and all capacities, all amendments, including
post-effective amendments, to the Registration Statement to which
this power of attorney is attached.

             Pursuant to the requirements of  the  Securities Act
of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
NAME                          TITLE                                 DATE
        ----                          -----                                 ----
/S/ JACK ROSEN            Chairman of the Board, Director             October 29, 1996
------------------------
Jack Rosen                (Principal Executive Officer)

/S/ JOSEPH ROSEN                    Director                          October 29, 1996
------------------------
Joseph Rosen

/S/ S. COLIN NEILL           Vice President (Principal                October 29, 1996
------------------------
S. Colin Neill                   Financial Officer)

/S/ ALLISON KURUS ALLEN     Principal Accounting Officer              October 29, 1996
------------------------
Allison Kurus Allen

/S/ ISRAEL INGBERMAN                Director                          October 29, 1996
------------------------
Israel Ingberman

/S/ JOSEPH M. GIGLIO                Director                          October 29, 1996
------------------------
Joseph M. Giglio

/S/ CARL D. GLICKMAN                Director                          October  29, 1996
------------------------
Carl D. Glickman

/S/ BRUCE SLOVIN                    Director                          October 29, 1996
------------------------
Bruce Slovin
S-1
[Rogers & Wells Letterhead]

                                                October 29, 1996

Infu-Tech, Inc.
910 Sylvan Avenue
Englewood Cliffs, New Jersey  07632

Dear Sirs:

             We  have  acted  as  counsel to Infu-Tech, Inc. (the
"Company")  in connection with the proposed  issuance  of  up  to
300,000 shares (the "Shares") of the Common Stock, par value $.01
per share, of  the  Company in a public offering being registered
under the Securities  Act  of 1933 in a registration statement on
Form S-8 (the "Registration  Statement").   In  that capacity, we
are familiar with the proceedings, corporate and  other, relating
to the authorization of the issuance of the Shares.

             Based  on the foregoing, and such other  examination
of law and fact as we  have  deemed  necessary,  we  are  of  the
opinion   that   when  sold  as  described  in  the  Registration
Statement, the Shares will be legally issued, fully paid and non-
assessable.

             We consent  to  the  filing  of  this  opinion as an
exhibit to the Registration Statement.

                                         Very truly yours,

                                         ROGERS & WELLS

                              S-2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                         _____________________

As  independent  public  accountants,  we hereby consent  to  the
incorporation by reference in this registration  statement of our
report  dated  September 27, 1996, included in the Form  10-K  of
Infu-Tech, Inc.  for  the  fiscal year ended June 30, 1996 and to
all  references  to  our  Firm  included   in  this  registration
statement.

                                       KPMG PEAT MARWICK LLP

New York, New York
October 29, 1996

                              S-3