S-8

    As filed with the Securities and exchange Commission on December 4, 2002
                                Reg. No. 333-


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                   FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Science Dynamics Corporation

               (Exact name of registrant as specified in its charter)


         Delaware                                          22-2011859
(State or other jurisdiction of                     (I.R.S.identification No.)
Employer incorporation or organization)




          2059 Springdale Road, Suite 100, Cherry Hill, New Jersey 08003
                  (Address of principal executive offices) (Zip Code)

                        2002 Employee Stock Option Plan

                       2002 Employee Stock Purchase Plan
                              (Full title of plan)

                 Alan C. Bashforth, Chief Executive Officer
          2059 Springdale Road, Suite 100, Cherry Hill, New Jersey 08003
                     (Name and address of agent for service)

                               (856) 424-0068
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------




                        Proposed maximum      Proposed maximum
                        Amount to be          offering price       Aggregate offering    Amount of
Title of securities     Registered            per share*           Price                 Registration fee
to be registered
- ----------------------- --------------------- -------------------- --------------------- --------------------
                                                                             

Common Stock            40,000,000                  $.04               $1,600,000              $147.20
($.001 par value)
- ----------------------- --------------------- -------------------- --------------------- --------------------




* Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average of the
high and low selling prices per share of Common Stock of Science Dynamics
Corporation on December 3, 2002.




                                     PART I

               INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Item 1 will be sent or
given to individual consultants under such agreements between each consultant
and the registrant.

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees, non-employee directors and
consultants, pursuant to Rule 428(b) are available without charge by
contacting:


Alan C. Bashforth, CEO/President -  2059 Springdale Road, Suite 100,
Cherry Hill, New Jersey 08003 (856) 424-0068


- -2-




                                       PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by Science Dynamics Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

 (a) the Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2001 filed with the SEC on April 15, 2002, as amended on
April 18, 2002;

 (b) the Company's quarterly reports on Form 10-QSB filed pursuant to
Section 13(a) or Section 15 (d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on May 14, 2002, August 12, 2002 and
November 13, 2002;

 (c) the Registrant's Form SB-2, filed on January 10, 2002 pursuant to
Section 12 of the Exchange Act, in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding Common
 Stock, and

 (d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of 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

The Company's Articles of Incorporation, as amended, provide to the fullest
extent permitted by Delaware law, a director or officer of the Company shall
not be personally liable to the Company or its shareholders for damages for
breach of such director's or officer's fiduciary duty. The effect of this
provision of the Company's Articles of Incorporation, as amended, is to
eliminate the right of the Company and its shareholders (through shareholders'
derivative suits on behalf of the Company) to recover damages against a
director or officer for breach of the fiduciary duty of care as a director
or officer (including breaches resulting from negligent or grossly negligent
behavior), except under certain situations defined by statute. The Company
believes that the indemnification provisions in its Articles of Incorporation,
as amended, are necessary to attract and retain qualified persons as directors
and officers.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The Exhibits to this registration statement are listed in the index to
Exhibits on page 6.


- -3-


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 1933:

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this
Registration Statement:

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendments 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 mean of a post-effective amendment any
of the securities being registered hereunder that remain unsold at the
termination of the offering.

(b) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the company's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Securities and 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 Company pursuant to the above-described provisions or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 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.


- -4-



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 a 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 Cherry Hill, State of New Jersey, on
December 4, 2002.


                       Science Dynamics Corporation



                        By: /s/ Alan C. Bashforth
                            -----------------------
                            Alan C. Bashforth,
                            Chief Executive Officer






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.




Signature                 Title                              Date
- ---------                 --------------------               ---------------

/s/Alan C. Bashforth      Chairman of the Board,             December 4, 2002
Alan C. Bashforth         Chief Executive Officer,
                          President and Secretary

/s/Joy Hartman            Chief Financial Officer            December 4, 2002
Joy Hartman



- -5-






                               INDEX TO EXHIBITS

Exhibit                                                       Sequentially
NO.                              Description                  Numbered Pages
- ----------------------------------------------------------------------------


4.1      2002 Employee Stock Option Plan (Incorporated by reference to the
         Company's Schedule 14C filed with the SEC on November 12, 2002)

4.2      2002 Employee Stock Purchase Plan(Incorporated by reference to the
         Company's Schedule 14C filed with the SEC on November 12, 2002)

5.1      Opinion of Counsel

23.1     Consent of Peter C. Cosmas Co., CPAs

23.2     Consent of Counsel (included as part of Exhibit 5.1)

24.1     Power of Attorney (Contained within Signature Page)


- -6-

EX-23.1

Exhibit 5.1


                          SICHENZIA ROSS FRIEDMAN FERENCE LLP
                              1065 Avenue of the Americas
                                New York, New York 10018
   Telephone: (212) 930-9700 Facsimile: (212) 930-9725 E-Mail: info@srfllp.net

                                     December 4, 2002


VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: Science Dynamics Corporation Form S-8 Registration Statement

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), filed by Science Dynamics Corporation, a Delaware corporation
(the "Company"), with the Securities and Exchange.

We have examined the originals, photocopies, certified copies or other
evidence of such records of the Company, certificates of officers of the
Company and public officials, and other documents as we have deemed relevant
and necessary as a basis for the opinion hereinafter expressed. In such
examination,we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as certified copies or
photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the
securities being registered to be sold pursuant to the Registration Statement
are duly authorized and will be, when sold in the manner described in the
Registration Statement, legally and validly issued, and fully paid and
non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters"
in the related Prospectus. In giving the foregoing consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act, or the rules and regulations of the Securities and
Exchange Commission.


Very truly yours,



/s/ Sichenzia Ross Friedman Ference LLP
- ---------------------------------------
    Sichenzia Ross Friedman Ference LLP

EX-5.1

EXHIBIT 23.1



                        CONSENT OF INDEPENDENT AUDITORS

                            Peter C. Cosmas Co., CPAs


December 4, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: Science Dynamics Corporation Form S-8 Registration Statement

Ladies and Gentlemen:

We hereby consent to the incorporation by reference in this Registration
Statement (the "Registration Statement") on Form S-8 of Science Dynamics
Corporation (the "Company"), of our report dated April 3, 2002, on the
Company's consolidated financial statements for the year ended
December 31, 2001.

We hereby consent to all references to our firm in such Registration Statement.

Yours Very Truly,



                             /s/ Peter C. Cosmas Co., CPAs
                             -----------------------------
                             Peter C. Cosmas Co., CPAs
                             New York, New York