As filed with the Securities and Exchange Commission on May 20, 1996

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


           DELAWARE                                    71-0724248
           --------                                    ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)


           7 KIMBALL LANE, BUILDING A, LYNNFIELD, MASSACHUSETTS 01940
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                 SFM MARKETING, INC. NON-QUALIFIED STOCK OPTIONS
                 -----------------------------------------------
                            (Full title of the plan)

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

                               MAURICE E. NEEDHAM
                             CHIEF EXECUTIVE OFFICER
                           GREENMAN TECHNOLOGIES, INC.
                           7 KIMBALL LANE, BUILDING A
                         LYNNFIELD, MASSACHUSETTS 01940
                                 (617) 224-2411
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                             JOHN A. PICCIONE, ESQ.
                          EPSTEIN BECKER & GREEN, P.C.
                                 75 STATE STREET
                           BOSTON, MASSACHUSETTS 02109
                                 (617) 342-4000

================================================================================
                                       Total of Sequentially Numbered Pages:  15
                                Exhibit Index on Sequentially Numbered Page:   7


                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
                                                           Proposed                  Proposed
                                                            Maximum                   Maximum
       Title of                   Amount                   Offering                  Aggregate                 Amount of
     Securities to                 to be                     Price                   Offering                Registration
     be Registered              Registered                 Per Share                   Price                      Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                         <C>                        <C>                        <C>   
Common Stock                   50,000 Shares               $3.75(1)                   $187,500                   $64.65
$.01 par value
                               50,000 Shares               $4.75(1)                   $237,500                   $81.90

                               50,000 Shares               $5.75(1)                   $287,500                   $99.14

                              100,000 Shares               $6.75(1)                   $675,000                  $232.76
                              -------                                               ----------                  -------

         Totals:              250,000 Shares                                        $1,387,500                  $478.45
                              =======                                               ==========                  =======
</TABLE>
================================================================================

(1)      All such shares are issuable upon exercise of outstanding  options with
         fixed exercise  prices.  Pursuant to Regulation C, Rule 457(h)(1) under
         the Securities  Act of 1933,  the aggregate  offering price and the fee
         have been  computed upon the basis of the price at which the option may
         be exercised.

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


                                      - 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 the Consultant 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 the Consultant 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 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 Prospectus effective September 29, 1995, pursuant
                  to Rule  424(b)(1) of the  Securities  Act of 1933, as amended
                  (the  "Securities  Act"),  in  Registration  Statement No. 33-
                  86138 on Form SB-2, as amended (the "Form SB-2");

         (b)      Registrant's  Quarterly  Report on Form 10-QSB for the Quarter
                  ended February 29, 1996; and

         (c)      The section entitled  "Description of Registrant's  Securities
                  to be Registered"  contained in the Registrant's  Registration
                  Statement on Form 8-A, filed on September 27, 1995 pursuant to
                  Section  12(g) of the  Securities  Exchange  Act of  1934,  as
                  amended (the "Exchange Act"),  and  incorporating by reference
                  the information contained in the Form SB-2.

         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, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
indicates that all securities offered herein have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.


                                      - 3 -


Item 5.  Interest of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed  upon  for the  Registrant  by  Epstein  Becker &  Green,  P.C.,  Boston,
Massachusetts. John A. Piccione, an attorney at Epstein Becker & Green, P.C. and
Assistant  Secretary of the Company,  holds options to purchase 50,000 shares of
Common Stock.

Item 6.  Indemnification of Directors and Officers.

         The Delaware General  Corporation Law and the Registrant's  Certificate
of  Incorporation  and 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 in a manner  reasonably  believed  to be 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
Certificate  of  Incorporation  and  By-Laws  filed  as  Exhibit  3.1  and  3.2,
respectively,  to the  Registrant's  Registration  Statement  on Form  SB-2  and
incorporated herein by reference.

         The Registrant maintains directors and officers liability insurance for
the benefit of its directors and 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  (filed  as  Exhibit  4.1 to
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (File  No.  33-86138)  and  incorporated   herein  by
                           reference).

         Exhibit 4.2       Certificate of Incorporation of the Registrant (filed
                           as Exhibit 3.1 to Registrant's Registration Statement
                           on Form SB-2  (File No.  33-86138)  and  incorporated
                           herein by reference).

         Exhibit 4.3       By-laws of the  Registrant  (filed as Exhibit  3.2 to
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (File  No.  33-86138)  and  incorporated   herein  by
                           reference).

         Exhibit 4.4       Form of Non-Qualified  Stock Option Agreement between
                           Registrant and SFM Marketing, Inc. (filed herewith).

         Exhibit 5.1       Opinion  of  Epstein  Becker  &  Green,  P.C.  (filed
                           herewith).

         Exhibit 23.1      Consent of Epstein Becker & Green, P.C.  (included in
                           Exhibit 5.1).

         Exhibit 23.2      Consent of Wolf & Company, P.C. (filed herewith).

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


                                      - 4 -

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration Statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act 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.


                  (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.

                                      - 5 -


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  GreenMan  Technologies,  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  Lynnfield,
Commonwealth of Massachusetts, on this 17th day of May, 1996.

                                          GREENMAN TECHNOLOGIES, INC.


                                          By:        /s/ Maurice E. Needham
                                             -----------------------------------
                                                   Maurice E. Needham
                                                   Chairman of the Board
                                                   and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  officers and directors of GreenMan  Technologies,
Inc.,  hereby severally  constitute and appoint Maurice E. Needham and Joseph E.
Levangie,  and each of them  singly,  our true and lawful  attorneys,  with full
power  to them  and  each of them  singly,  to sign  for us in our  names in the
capacities  indicated  below, 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,  and generally to do all things in our names
and on our behalf in our capacities as officers and directors to enable GreenMan
Technologies,  Inc. to comply with the provisions of the Securities Act of 1933,
as amended, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  Registration  Statement and all
amendments thereto.

         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/ Maurice E. Needham                         Chairman of the Board,                              May 17, 1996
--------------------------------------------    Chief Executive Officer and     
Maurice E. Needham                              a Director (principal executive 
                                                officer)                        
                                                

 /s/ Joseph E. Levangie                         Chief Financial Officer                             May 17, 1996
--------------------------------------------    (principal financial and 
Joseph E. Levangie                              accounting officer)      
                                                

 /s/ James F. Barker                            President and Director                              May 17, 1996
--------------------------------------------
James F. Barker

 /s/ Lew F. Boyd                                Director                                            May 17, 1996
--------------------------------------------
Lew F. Boyd

                                                Director                                            May __, 1996
--------------------------------------------
Buster C. Glosson
</TABLE>


                                      - 6 -

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                                    Sequentially
Exhibit                                      Description of Exhibit                                 Numbered Page
-------                                      ----------------------                                 -------------
<S>                   <C>                                                                                <C> 
Exhibit 4.1           Specimen certificate representing the Common Stock of the
                      Registrant (filed as Exhibit 4.1 to the Registrant's Registration
                      Statement on Form SB-2 (File No. 33-86138) and
                      incorporated herein by reference).

Exhibit 4.2           Certificate of Incorporation of the Registrant (filed as Exhibit
                      3.1 to Registrant's Registration Statement on Form SB-2 (File
                      No. 33-86138) and incorporated herein by reference).

Exhibit 4.3           By-laws of the Registrant (filed as Exhibit 3.2 to Registrant's
                      Registration Statement on form SB-2 (File No. 33-86138) and
                      incorporated herein by reference).
 
Exhibit 4.4           Form of Non-Qualified Stock Option Agreement between                                 8
                      Registrant and SFM Marketing, Inc. (filed herewith).

Exhibit 5.1           Opinion of Epstein Becker & Green, P.C. (filed herewith).                           13

Exhibit 23.1          Consent of Epstein Becker & Green, P.C. (included in Exhibit
                      5.1).

Exhibit 23.2          Consent of Wolf & Company, P.C. (filed herewith).                                   15

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

                                     - 7 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21817}]
As filed with the Securities and Exchange Commission on May 20, 1996

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

           DELAWARE                                    71-0724248
           --------                                    ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

           7 KIMBALL LANE, BUILDING A, LYNNFIELD, MASSACHUSETTS 01940
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                 SFM MARKETING, INC. NON-QUALIFIED STOCK OPTIONS
                 -----------------------------------------------
                            (Full title of the plan)

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

                               MAURICE E. NEEDHAM
                             CHIEF EXECUTIVE OFFICER
                           GREENMAN TECHNOLOGIES, INC.
                           7 KIMBALL LANE, BUILDING A
                         LYNNFIELD, MASSACHUSETTS 01940
                                 (617) 224-2411
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                             JOHN A. PICCIONE, ESQ.
                          EPSTEIN BECKER & GREEN, P.C.
                                 75 STATE STREET
                           BOSTON, MASSACHUSETTS 02109
                                 (617) 342-4000

================================================================================
                                       Total of Sequentially Numbered Pages:  15
                                Exhibit Index on Sequentially Numbered Page:   7

                         CALCULATION OF REGISTRATION FEE

================================================================================
Proposed                  Proposed
                                                            Maximum                   Maximum
       Title of                   Amount                   Offering                  Aggregate                 Amount of
     Securities to                 to be                     Price                   Offering                Registration
     be Registered              Registered                 Per Share                   Price                      Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock                   50,000 Shares               $3.75(1)                   $187,500                   $64.65
$.01 par value
                               50,000 Shares               $4.75(1)                   $237,500                   $81.90

                               50,000 Shares               $5.75(1)                   $287,500                   $99.14

                              100,000 Shares               $6.75(1)                   $675,000                  $232.76
                              -------                                               ----------                  -------

         Totals:              250,000 Shares                                        $1,387,500                  $478.45
                              =======                                               ==========                  =======
================================================================================

(1)      All such shares are issuable upon exercise of outstanding  options with
         fixed exercise  prices.  Pursuant to Regulation C, Rule 457(h)(1) under
         the Securities  Act of 1933,  the aggregate  offering price and the fee
         have been  computed upon the basis of the price at which the option may
         be exercised.

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

                                      - 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 the Consultant 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 the Consultant 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 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 Prospectus effective September 29, 1995, pursuant
                  to Rule  424(b)(1) of the  Securities  Act of 1933, as amended
                  (the  "Securities  Act"),  in  Registration  Statement No. 33-
                  86138 on Form SB-2, as amended (the "Form SB-2");

         (b)      Registrant's  Quarterly  Report on Form 10-QSB for the Quarter
                  ended February 29, 1996; and

         (c)      The section entitled  "Description of Registrant's  Securities
                  to be Registered"  contained in the Registrant's  Registration
                  Statement on Form 8-A, filed on September 27, 1995 pursuant to
                  Section  12(g) of the  Securities  Exchange  Act of  1934,  as
                  amended (the "Exchange Act"),  and  incorporating by reference
                  the information contained in the Form SB-2.

         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, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
indicates that all securities offered herein have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

                                      - 3 -

Item 5.  Interest of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed  upon  for the  Registrant  by  Epstein  Becker &  Green,  P.C.,  Boston,
Massachusetts. John A. Piccione, an attorney at Epstein Becker & Green, P.C. and
Assistant  Secretary of the Company,  holds options to purchase 50,000 shares of
Common Stock.

Item 6.  Indemnification of Directors and Officers.

         The Delaware General  Corporation Law and the Registrant's  Certificate
of  Incorporation  and 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 in a manner  reasonably  believed  to be 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
Certificate  of  Incorporation  and  By-Laws  filed  as  Exhibit  3.1  and  3.2,
respectively,  to the  Registrant's  Registration  Statement  on Form  SB-2  and
incorporated herein by reference.

         The Registrant maintains directors and officers liability insurance for
the benefit of its directors and 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  (filed  as  Exhibit  4.1 to
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (File  No.  33-86138)  and  incorporated   herein  by
                           reference).

         Exhibit 4.2       Certificate of Incorporation of the Registrant (filed
                           as Exhibit 3.1 to Registrant's Registration Statement
                           on Form SB-2  (File No.  33-86138)  and  incorporated
                           herein by reference).

         Exhibit 4.3       By-laws of the  Registrant  (filed as Exhibit  3.2 to
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (File  No.  33-86138)  and  incorporated   herein  by
                           reference).

         Exhibit 4.4       Form of Non-Qualified  Stock Option Agreement between
                           Registrant and SFM Marketing, Inc. (filed herewith).

         Exhibit 5.1       Opinion  of  Epstein  Becker  &  Green,  P.C.  (filed
                           herewith).

         Exhibit 23.1      Consent of Epstein Becker & Green, P.C.  (included in
                           Exhibit 5.1).

         Exhibit 23.2      Consent of Wolf & Company, P.C. (filed herewith).

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

                                      - 4 -

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration Statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act 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.

                  (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.

                                      - 5 -

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  GreenMan  Technologies,  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  Lynnfield,
Commonwealth of Massachusetts, on this 17th day of May, 1996.

                                          GREENMAN TECHNOLOGIES, INC.

                                          By:        /s/ Maurice E. Needham
                                             -----------------------------------
                                                   Maurice E. Needham
                                                   Chairman of the Board
                                                   and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  officers and directors of GreenMan  Technologies,
Inc.,  hereby severally  constitute and appoint Maurice E. Needham and Joseph E.
Levangie,  and each of them  singly,  our true and lawful  attorneys,  with full
power  to them  and  each of them  singly,  to sign  for us in our  names in the
capacities  indicated  below, 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,  and generally to do all things in our names
and on our behalf in our capacities as officers and directors to enable GreenMan
Technologies,  Inc. to comply with the provisions of the Securities Act of 1933,
as amended, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  Registration  Statement and all
amendments thereto.

         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/ Maurice E. Needham                         Chairman of the Board,                              May 17, 1996
--------------------------------------------    Chief Executive Officer and     
Maurice E. Needham                              a Director (principal executive 
                                                officer)                        
                                                

 /s/ Joseph E. Levangie                         Chief Financial Officer                             May 17, 1996
--------------------------------------------    (principal financial and 
Joseph E. Levangie                              accounting officer)      
                                                

 /s/ James F. Barker                            President and Director                              May 17, 1996
--------------------------------------------
James F. Barker

 /s/ Lew F. Boyd                                Director                                            May 17, 1996
--------------------------------------------
Lew F. Boyd

                                                Director                                            May __, 1996
--------------------------------------------
Buster C. Glosson
- 6 -

                                INDEX TO EXHIBITS
Sequentially
Exhibit                                      Description of Exhibit                                 Numbered Page
-------                                      ----------------------                                 -------------
Exhibit 4.1           Specimen certificate representing the Common Stock of the
                      Registrant (filed as Exhibit 4.1 to the Registrant's Registration
                      Statement on Form SB-2 (File No. 33-86138) and
                      incorporated herein by reference).

Exhibit 4.2           Certificate of Incorporation of the Registrant (filed as Exhibit
                      3.1 to Registrant's Registration Statement on Form SB-2 (File
                      No. 33-86138) and incorporated herein by reference).

Exhibit 4.3           By-laws of the Registrant (filed as Exhibit 3.2 to Registrant's
                      Registration Statement on form SB-2 (File No. 33-86138) and
                      incorporated herein by reference).
 
Exhibit 4.4           Form of Non-Qualified Stock Option Agreement between                                 8
                      Registrant and SFM Marketing, Inc. (filed herewith).

Exhibit 5.1           Opinion of Epstein Becker & Green, P.C. (filed herewith).                           13

Exhibit 23.1          Consent of Epstein Becker & Green, P.C. (included in Exhibit
                      5.1).

Exhibit 23.2          Consent of Wolf & Company, P.C. (filed herewith).                                   15

Exhibit 24.1          Power of Attorney (included as part of the signature page to
                      this Registration Statement).
- 7 -