SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         NUTRICEUTICALS.COM CORPORATION
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                 NEVADA                                   34-1755390
    -------------------------------            ---------------------------------
    (State or Other Jurisdiction of            (IRS Employer Identification No.)
     Incorporation or Organization)


 6950 BRYAN DAIRY ROAD, LARGO, FLORIDA                      33777
- ----------------------------------------                  ----------
(Address of Principal Executive Offices)                  (Zip Code)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box:  [X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.  [X]*


Securities Act registration statement file number to which this form relates:

                                    333-81835
                                 ---------------
                                 (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS                            NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED                            EACH CLASS IS TO BE REGISTERED
- -------------------                            ------------------------------

COMMON STOCK, $.001 PAR VALUE PER SHARE        BOSTON STOCK EXCHANGE
- ---------------------------------------        ------------------------------

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


Securities to be registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, $.001 PAR VALUE PER SHARE *
                    -----------------------------------------

                                (Title of class)

* Previously registered under Section 12(g).



ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     Reference is made to the Company's Registration Statement on Form SB-2
(Registration No. 333-81835), and all amendments thereto, filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
A description of the Registrant's securities to be registered, as required by
Item 202 of Regulation S-K, is incorporated herein by reference to the section
entitled "Description of Capital Stock" in the Company's Preliminary Prospectus
forming a part of the Company's Registration Statement on Form SB-2, File
No. 333-81835, and all amendments thereto, filed with the Securities Exchange
Commission on June 29, 1999.

ITEM 2.  EXHIBITS.

EXHIBIT
NUMBER     DESCRIPTION OF DOCUMENT
- ------     -----------------------

A          The "Description of Capital Stock" section of the Preliminary
           Prospectus forming a part of the Registrant's Registration Statement
           on Form SB-2, File No. 333-81835, and all amendments thereto, is
           incorporated herein by reference, as referred to in Item 1.

1.1        Specimen of Certificate for Common Stock (Filed as Exhibit 4.1 to the
           Registration Statement on Form SB-2, File No. 333-81835, and hereby
           incorporated herein by reference).

2.1        Articles of Incorporation, as amended (Filed as Exhibit 3.1 to the
           Registration Statement on Form SB-2, File No. 333-81835, and hereby
           incorporated herein by reference).

2.2        By-Laws (Filed as Exhibit 3.2 to the Registration Statement on Form
           SB-2, File No. 333-81835, and hereby incorporated herein by
           reference).



                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                         NUTRICEUTICALS.COM CORPORATION
                                                   REGISTRANT


                                         /s/ STEPHEN M. WATTERS
                                 By:     ---------------------------------------
                                         Stephen M. Watters, President and Chief
                                         Executive Officer

Date:  November 2, 1999