content: <PAGE>   1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
                                                         REGISTRATION NO. 333-____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                   MATRITECH, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
             DELAWARE                                    04-2985132
   (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
    Incorporation or Organization)
  
                                  330 NEVADA STREET
                                  NEWTON, MA 02460
                                   (617) 928-0820
  
                 (Address of Principal Executive Offices) (Zip Code)
  
                                --------------------
  
                                   1992 STOCK PLAN
          AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                --------------------
  
                                  STEPHEN D. CHUBB
                               Chief Executive Officer
                                   MATRITECH, INC.
                                  330 Nevada Street
                                  Newton, MA 02460
                                   (617) 928-0820
              (Name, Address, Including Zip Code, and Telephone Number,
                     Including Area Code, of Agent for Service)
  
                                      Copy to:
                                 Rufus C. King, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
  ================================================================================
  
  <PAGE>   2
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  
  <TABLE>
  <CAPTION>
                                                                      PROPOSED          PROPOSED
                                                                       MAXIMUM           MAXIMUM
                                                 AMOUNT TO BE      OFFERING PRICE       AGGREGATE            AMOUNT OF
       TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)      PER SHARE (2)     OFFERING PRICE     REGISTRATION FEE (3)
       ------------------------------------     --------------     --------------     --------------     --------------------
  
  <S>                                           <C>                <C>                <C>                <C>
  1992 STOCK PLAN
  Common Stock (Par Value $.01 Per Share)          1,000,000           $3.50            $3,500,000              $924
  
  AMENDED AND RESTATED 1992 NON-EMPLOYEE             250,000           $3.50              $875,000              $231
  DIRECTOR STOCK OPTION PLAN
  Common Stock (Par Value $.01 Per Share)
  
  TOTAL:                                           1,250,000                            $4,375,000             $1155
  </TABLE>
  
  -------------------------------------------
  
  (1)  In addition, pursuant to Rule 416(a), this Registration Statement also
       covers such indeterminate number of additional shares of Common Stock as is
       necessary to eliminate any dilutive effect of any future stock splits,
       stock dividends or similar transactions.
  
  (2)  The price of $3.50 per share, which is the average of the high and low
       prices of the Common Stock of the Registrant reported on the Nasdaq
       National Market on November 30, 2000, is set forth solely for purposes of
       calculating the filing fee pursuant to Rule 457(c).
  
  (3)  Calculated pursuant to Section 6(b) of the Securities Act of 1933.
  
                                         2
  <PAGE>   3
  
                                       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 employees, directors and 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 employees, directors or others 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 prospectuses or 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 by Matritech, Inc. (the "Registrant") with
  the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), are incorporated by reference in this Registration Statement:
  
       (a)  The Registrant's annual report on Form 10-K for the fiscal year ended
            December 31, 1999, filed under the Exchange Act, which contains
            audited financial statements for the fiscal year ended December 31,
            1999.
  
       (b)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter
            ended March 31, 2000 filed under the Exchange Act, which contains
            unaudited financial statements for the fiscal quarter ended March 31,
            2000.
  
       (c)  The Registrant's quarterly report of Form 10-Q for the fiscal quarter
            ended June 30, 2000 filed under the Exchange Act, which contains
            unaudited financial statements for the fiscal quarter ended June 30,
            2000.
  
       (d)  The Registrant's quarterly report of Form 10-Q for the fiscal quarter
            ended September 30, 2000 filed under the Exchange Act, which contains
            unaudited financial statements for the fiscal year ended September 30,
            2000.
  
       (e)  The description of the Registrant's common stock, $.01 par value per
            share, contained in the section entitled "Description of Registrant's
            Securities to be Registered" contained in the Registrant's
            registration statement on Form 8-A filed with the Commission on March
            10, 1992, including any amendment or report filed for the purpose of
            updating the description of the Registrant's Common Stock.
  
       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
  
                                         3
  <PAGE>   4
  
  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.
  
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law ("DGCL"), the Registrant has the power to indemnify certain
  persons, including its officers and directors, under stated circumstances and
  subject to certain limitations, for liabilities incurred in connection with
  services performed in good faith for the Registrant or for other organizations
  at the request of the Registrant.
  
       Article Seventh of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be liable for
  monetary damages for breach of fiduciary duty, except to the extent that the
  DGCL prohibits the elimination of liability of directors for breach of fiduciary
  duty.
  
       Article Twelfth of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a), shall
  be indemnified by the Registrant against all expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement incurred in connection
  with any litigation or other legal proceeding (other than an action by or in the
  right of the Registrant) brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that despite such adjudication but in view
  of all of the circumstances, he is entitled to indemnification of such expenses.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8. EXHIBITS.
  
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  
  4.1            Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
                 Registrant's Registration Statement No. 33-46158) and
                 incorporated herein by reference).
  
  4.2            Certificate of Amendment dated June 5, 1995, of Amended and
                 Restated Certificate of Incorporation of the Registrant (filed as
                 Exhibit 3.3 of the Registrant's Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995 and incorporated herein by
                 reference).
  
                                         4
  <PAGE>   5
  
  4.3            Certificate of Amendment dated June 16, 1994, of Amended and
                 Restated Certificate of Incorporation of the Registrant (filed as
                 Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995 and incorporated herein by
                 reference).
  
  4.4            Amended and Restated Certificate of Incorporation of the
                 Registrant (filed as Exhibits 3, 4.1 to the Registrant's
                 Registration Statement No. 33-46158 on Form S-1 and incorporated
                 herein by reference).
  
  4.5            Amended and Restated By-Laws of the Registrant (filed as Exhibits
                 3.2, 4.1 to the Registrant's Registration Statement No. 33-46158
                 on Form S-1 and incorporated herein by reference).
  
  4.6            1992 Stock Plan, as amended, of the Registrant (filed herewith).
  
  4.7            Amended and Restated 1992 Non-Employee Director Stock Option
                 Plan, as amended, of the Registrant (filed herewith).
  
  5.1            Opinion of Testa, Hurwitz & Thibeault, LLP, (filed herewith).
  
  23.1           Consent of Arthur Andersen LLP, (filed herewith).
  
  23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1).
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement).
  
  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, as amended;
  
                 (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.
                 Notwithstanding the foregoing, any increase or decrease in volume
                 of securities offered (if the total dollar value of securities
                 offered would not exceed that which was registered) and any
                 deviation from the low or high end of the estimated maximum
                 offering range may be reflected in the form of prospectus filed
                 with the Commission pursuant to Rule 424(b) if, in the aggregate,
                 the changes in volume and price represent no more than a 20
                 percent change in the maximum aggregate offering price set forth
                 in the "Calculation of Registration Fee" table in the effective
                 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 registration statement is on Form S-3, Form S-8 or Form
            F-3, and the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with
  
                                         5
  <PAGE>   6
  
            or furnished to the Commission by the Registrant pursuant to Section
            13 or 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 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 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 Act and will be
            governed by the final adjudication of such issue.
  
                                         6
  <PAGE>   7
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended 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 Newton, Commonwealth of Massachusetts, on this 1st
  day of December, 2000.
  
                                          MATRITECH, INC.
  
                                          By:  /s/ Stephen D. Chubb
                                              ------------------------------------
                                              STEPHEN D. CHUBB
                                              Director, Chairman and Chief
                                              Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       The undersigned officers and directors of Matritech, Inc., hereby
  constitute and appoint Stephen D. Chubb and David L. Corbet, and each of them
  singly, our true and lawful attorneys-in-fact, 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 Matritech, 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 below by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
        Signature                          Title(s)                                      Date
        ---------                          --------                                      ----
  
  <S>                                      <C>                                           <C>
  /s/ Stephen D. Chubb                     Director, Chairman and Chief                  December 1, 2000
  ------------------------------------     Executive Officer (Principal Executive
  STEPHEN D. CHUBB                         Officer)
  
  /s/ David L. Corbet                      Director, President                           December 1, 2000
  ------------------------------------     and Chief Operating Officer
  DAVID L. CORBET
  
  /s/ John S. Doherty                      Vice President, Finance, Chief Financial      December 1, 2000
  ------------------------------------     Officer, Treasurer and Secretary (Principal
  JOHN S. DOHERTY                          Financial and Accounting Officer)
  
  /s/ David Rubinfien                       Director                                      December 1, 2000
  ------------------------------------
  DAVID RUBINFIEN
  
  /s/ Richard A. Sandberg                   Director                                      December 1, 2000
  ------------------------------------
  RICHARD A. SANDBERG
  
  /s/ T. Stephen Thompson                   Director                                      December 1, 2000
  ------------------------------------
  T. STEPHEN THOMPSON
  
  /s/ C. William Zadel                      Director                                      December 1, 2000
  ------------------------------------
  C. WILLIAM ZADEL
  </TABLE>
  
                                         7
  <PAGE>   8
  
                                    EXHIBIT INDEX
  
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  
  4.1            Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
                 Registrant's Registration Statement No. 33-46158) and
                 incorporated herein by reference).
  
  4.2            Certificate of Amendment dated June 5, 1995, of Amended and
                 Restated Certificate of Incorporation of the Registrant (filed as
                 Exhibit 3.3 of the Registrant's Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995 and incorporated herein by
                 reference).
  
  4.3            Certificate of Amendment dated June 16, 1994, of Amended and
                 Restated Certificate of Incorporation of the Registrant (filed as
                 Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995 and incorporated herein by
                 reference).
  
  4.4            Amended and Restated Certificate of Incorporation of the
                 Registrant (filed as Exhibits 3, 4.1 to the Registrant's
                 Registration Statement No. 33-46158 on Form S-1 and incorporated
                 herein by reference).
  
  4.5            Amended and Restated By-Laws of the Registrant (filed as Exhibits
                 3.2, 4.1 to the Registrant's Registration Statement No. 33-46158
                 on Form S-1 and incorporated herein by reference).
  
  4.6            1992 Stock Plan, as amended, of the Registrant (filed herewith).
  
  4.7            Amended and Restated 1992 Non-Employee Director Stock Option
                 Plan, as amended, of the Registrant (filed herewith).
  
  5.1            Opinion of Testa, Hurwitz & Thibeault, LLP, (filed herewith).
  
  23.1           Consent of Arthur Andersen LLP, (filed herewith).
  
  23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1).
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement).
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metadata_filer: {"company-data": {"conformed-name": "MATRITECH INC/DE/", "cik": "0000884847", "assigned-sic": "2835", "irs-number": "042985132", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51116", "film-number": "782384"}, "business-address": {"street1": "330 NEVADA ST", "city": "NEWTON", "state": "MA", "zip": "02160", "phone": "6176616660"}, "mail-address": {"street1": "330 NEVADA STREET", "city": "NEWTON", "state": "MA", "zip": "02160-1458"}}
text: 1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
                                                         REGISTRATION NO. 333-____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                   MATRITECH, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
             DELAWARE                                    04-2985132
   (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
    Incorporation or Organization)
  
                                  330 NEVADA STREET
                                  NEWTON, MA 02460
                                   (617) 928-0820
  
                 (Address of Principal Executive Offices) (Zip Code)
  
                                --------------------
  
                                   1992 STOCK PLAN
          AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                --------------------
  
                                  STEPHEN D. CHUBB
                               Chief Executive Officer
                                   MATRITECH, INC.
                                  330 Nevada Street
                                  Newton, MA 02460
                                   (617) 928-0820
              (Name, Address, Including Zip Code, and Telephone Number,
                     Including Area Code, of Agent for Service)
  
                                      Copy to:
                                 Rufus C. King, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
  ================================================================================
  2
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  PROPOSED          PROPOSED
                                                                       MAXIMUM           MAXIMUM
                                                 AMOUNT TO BE      OFFERING PRICE       AGGREGATE            AMOUNT OF
       TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)      PER SHARE (2)     OFFERING PRICE     REGISTRATION FEE (3)
       ------------------------------------     --------------     --------------     --------------     --------------------
  1992 STOCK PLAN
  Common Stock (Par Value $.01 Per Share)          1,000,000           $3.50            $3,500,000              $924
  
  AMENDED AND RESTATED 1992 NON-EMPLOYEE             250,000           $3.50              $875,000              $231
  DIRECTOR STOCK OPTION PLAN
  Common Stock (Par Value $.01 Per Share)
  
  TOTAL:                                           1,250,000                            $4,375,000             $1155
  -------------------------------------------
  
  (1)  In addition, pursuant to Rule 416(a), this Registration Statement also
       covers such indeterminate number of additional shares of Common Stock as is
       necessary to eliminate any dilutive effect of any future stock splits,
       stock dividends or similar transactions.
  
  (2)  The price of $3.50 per share, which is the average of the high and low
       prices of the Common Stock of the Registrant reported on the Nasdaq
       National Market on November 30, 2000, is set forth solely for purposes of
       calculating the filing fee pursuant to Rule 457(c).
  
  (3)  Calculated pursuant to Section 6(b) of the Securities Act of 1933.
  
                                         2
  3
  
                                       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 employees, directors and 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 employees, directors or others 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 prospectuses or 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 by Matritech, Inc. (the "Registrant") with
  the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), are incorporated by reference in this Registration Statement:
  
       (a)  The Registrant's annual report on Form 10-K for the fiscal year ended
            December 31, 1999, filed under the Exchange Act, which contains
            audited financial statements for the fiscal year ended December 31,
            1999.
  
       (b)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter
            ended March 31, 2000 filed under the Exchange Act, which contains
            unaudited financial statements for the fiscal quarter ended March 31,
            2000.
  
       (c)  The Registrant's quarterly report of Form 10-Q for the fiscal quarter
            ended June 30, 2000 filed under the Exchange Act, which contains
            unaudited financial statements for the fiscal quarter ended June 30,
            2000.
  
       (d)  The Registrant's quarterly report of Form 10-Q for the fiscal quarter
            ended September 30, 2000 filed under the Exchange Act, which contains
            unaudited financial statements for the fiscal year ended September 30,
            2000.
  
       (e)  The description of the Registrant's common stock, $.01 par value per
            share, contained in the section entitled "Description of Registrant's
            Securities to be Registered" contained in the Registrant's
            registration statement on Form 8-A filed with the Commission on March
            10, 1992, including any amendment or report filed for the purpose of
            updating the description of the Registrant's Common Stock.
  
       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
  
                                         3
  4
  
  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.
  
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law ("DGCL"), the Registrant has the power to indemnify certain
  persons, including its officers and directors, under stated circumstances and
  subject to certain limitations, for liabilities incurred in connection with
  services performed in good faith for the Registrant or for other organizations
  at the request of the Registrant.
  
       Article Seventh of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be liable for
  monetary damages for breach of fiduciary duty, except to the extent that the
  DGCL prohibits the elimination of liability of directors for breach of fiduciary
  duty.
  
       Article Twelfth of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a), shall
  be indemnified by the Registrant against all expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement incurred in connection
  with any litigation or other legal proceeding (other than an action by or in the
  right of the Registrant) brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that despite such adjudication but in view
  of all of the circumstances, he is entitled to indemnification of such expenses.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8. EXHIBITS.
  
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  
  4.1            Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
                 Registrant's Registration Statement No. 33-46158) and
                 incorporated herein by reference).
  
  4.2            Certificate of Amendment dated June 5, 1995, of Amended and
                 Restated Certificate of Incorporation of the Registrant (filed as
                 Exhibit 3.3 of the Registrant's Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995 and incorporated herein by
                 reference).
  
                                         4
  5
  
  4.3            Certificate of Amendment dated June 16, 1994, of Amended and
                 Restated Certificate of Incorporation of the Registrant (filed as
                 Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995 and incorporated herein by
                 reference).
  
  4.4            Amended and Restated Certificate of Incorporation of the
                 Registrant (filed as Exhibits 3, 4.1 to the Registrant's
                 Registration Statement No. 33-46158 on Form S-1 and incorporated
                 herein by reference).
  
  4.5            Amended and Restated By-Laws of the Registrant (filed as Exhibits
                 3.2, 4.1 to the Registrant's Registration Statement No. 33-46158
                 on Form S-1 and incorporated herein by reference).
  
  4.6            1992 Stock Plan, as amended, of the Registrant (filed herewith).
  
  4.7            Amended and Restated 1992 Non-Employee Director Stock Option
                 Plan, as amended, of the Registrant (filed herewith).
  
  5.1            Opinion of Testa, Hurwitz & Thibeault, LLP, (filed herewith).
  
  23.1           Consent of Arthur Andersen LLP, (filed herewith).
  
  23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1).
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement).
  
  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, as amended;
  
                 (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.
                 Notwithstanding the foregoing, any increase or decrease in volume
                 of securities offered (if the total dollar value of securities
                 offered would not exceed that which was registered) and any
                 deviation from the low or high end of the estimated maximum
                 offering range may be reflected in the form of prospectus filed
                 with the Commission pursuant to Rule 424(b) if, in the aggregate,
                 the changes in volume and price represent no more than a 20
                 percent change in the maximum aggregate offering price set forth
                 in the "Calculation of Registration Fee" table in the effective
                 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 registration statement is on Form S-3, Form S-8 or Form
            F-3, and the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with
  
                                         5
  6
  
            or furnished to the Commission by the Registrant pursuant to Section
            13 or 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 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 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 Act and will be
            governed by the final adjudication of such issue.
  
                                         6
  7
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended 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 Newton, Commonwealth of Massachusetts, on this 1st
  day of December, 2000.
  
                                          MATRITECH, INC.
  
                                          By:  /s/ Stephen D. Chubb
                                              ------------------------------------
                                              STEPHEN D. CHUBB
                                              Director, Chairman and Chief
                                              Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       The undersigned officers and directors of Matritech, Inc., hereby
  constitute and appoint Stephen D. Chubb and David L. Corbet, and each of them
  singly, our true and lawful attorneys-in-fact, 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 Matritech, 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 below by the following persons in the
  capacities and on the dates indicated.
  Signature                          Title(s)                                      Date
        ---------                          --------                                      ----
  /s/ Stephen D. Chubb                     Director, Chairman and Chief                  December 1, 2000
  ------------------------------------     Executive Officer (Principal Executive
  STEPHEN D. CHUBB                         Officer)
  
  /s/ David L. Corbet                      Director, President                           December 1, 2000
  ------------------------------------     and Chief Operating Officer
  DAVID L. CORBET
  
  /s/ John S. Doherty                      Vice President, Finance, Chief Financial      December 1, 2000
  ------------------------------------     Officer, Treasurer and Secretary (Principal
  JOHN S. DOHERTY                          Financial and Accounting Officer)
  
  /s/ David Rubinfien                       Director                                      December 1, 2000
  ------------------------------------
  DAVID RUBINFIEN
  
  /s/ Richard A. Sandberg                   Director                                      December 1, 2000
  ------------------------------------
  RICHARD A. SANDBERG
  
  /s/ T. Stephen Thompson                   Director                                      December 1, 2000
  ------------------------------------
  T. STEPHEN THOMPSON
  
  /s/ C. William Zadel                      Director                                      December 1, 2000
  ------------------------------------
  C. WILLIAM ZADEL
  7
  8
  
                                    EXHIBIT INDEX
  
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  
  4.1            Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
                 Registrant's Registration Statement No. 33-46158) and
                 incorporated herein by reference).
  
  4.2            Certificate of Amendment dated June 5, 1995, of Amended and
                 Restated Certificate of Incorporation of the Registrant (filed as
                 Exhibit 3.3 of the Registrant's Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995 and incorporated herein by
                 reference).
  
  4.3            Certificate of Amendment dated June 16, 1994, of Amended and
                 Restated Certificate of Incorporation of the Registrant (filed as
                 Exhibit 3.2 of the Registrant's Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995 and incorporated herein by
                 reference).
  
  4.4            Amended and Restated Certificate of Incorporation of the
                 Registrant (filed as Exhibits 3, 4.1 to the Registrant's
                 Registration Statement No. 33-46158 on Form S-1 and incorporated
                 herein by reference).
  
  4.5            Amended and Restated By-Laws of the Registrant (filed as Exhibits
                 3.2, 4.1 to the Registrant's Registration Statement No. 33-46158
                 on Form S-1 and incorporated herein by reference).
  
  4.6            1992 Stock Plan, as amended, of the Registrant (filed herewith).
  
  4.7            Amended and Restated 1992 Non-Employee Director Stock Option
                 Plan, as amended, of the Registrant (filed herewith).
  
  5.1            Opinion of Testa, Hurwitz & Thibeault, LLP, (filed herewith).
  
  23.1           Consent of Arthur Andersen LLP, (filed herewith).
  
  23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1).
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement).