content: <PAGE>
    As filed with the Securities and Exchange Commission on November 29, 2001
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               POLYMEDICA CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
           MASSACHUSETTS                                         04-3033368
  (State or Other Jurisdiction of                            (I.R.S. Employer
  Incorporation or Organization)                            Identification No.)
  
  11 STATE STREET, WOBURN, MASSACHUSETTS                            01801
  (Address of Principal Executive Offices)                       (Zip Code)
  
                          2001 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                            JOHN K.P. STONE III, ESQ.
                                HALE AND DORR LLP
                                 60 STATE STREET
                              BOSTON, MASSACHUSETTS
                     (Name and Address of Agent For Service)
                                  (617) 526-6000
          (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================
  
                                                    Proposed               Proposed
   Title of                                          Maximum                Maximum
   Securities to be          Amount to be         Offering Price           Aggregate                  Amount of
   Registered                 Registered            Per Share           Offering Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                    <C>                    <C>                        <C>
  Common Stock, $0.01
  par value per share        20,000 shares          22.93(1)               $458,600(1)                 $109.61
  
  ====================================================================================================================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the Nasdaq National Market on
           November 26, 2001.
  
  
  
  
  <PAGE>
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1. PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
           (a)      The registrant's latest annual report filed pursuant to
  Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed
  pursuant to Rule 424(b) under the Securities Act that contains audited financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
  the Exchange Act since the end of the fiscal year covered by the document
  referred to in (a) above.
  
           (c)      The description of the securities contained in the
  registrant's registration statement on Form 8-A filed under the Exchange Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents subsequently filed 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 hereby 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
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
  
  
                                        -1-
  
  <PAGE>
  
  
           ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
           ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement. John K.P. Stone III, a partner of Hale
  and Dorr LLP, serves as Assistant Clerk to the Registrant.
  
           ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article 6 of the Company's Restated Articles of Organization (the
  "Articles") provides that the Company shall indemnify each person who is or was
  a party or who is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative or
  investigative, by reason of the fact that he or she is or was, or has agreed to
  become, a director or officer of the Company, or is or was serving, or has
  agreed to serve, at the request of the Company, as a director or officer of, or
  in a similar capacity with, another organization or in any capacity with respect
  to any employee benefit plan of the corporation, or by reason of any action
  alleged to have been taken or omitted in such capacity, against all expenses,
  including attorneys' fees, judgments and fines incurred by any such person or on
  his or her behalf in connection with any action, suit or proceeding, and any
  appeal therefrom, except with respect to any matter as to which such person
  shall have been finally adjudicated not to have acted in good faith in the
  reasonable belief that his or her action was in the best interests of the
  Company or, to the extent such matter relates to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan. In addition, the Company may, to
  the extent authorized from time to time by its Board of Directors, grant
  indemnification rights to other employees or agents of the Company or other
  persons serving the Company, and such rights may be equivalent to, or greater or
  less than, those granted to directors and officers. The provisions in the
  Company's Articles pertaining to indemnification may not be amended and no
  provision inconsistent therewith may be adopted without the approval of the
  holders of at least two-thirds of the voting power of the Company.
  
           Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts General Laws
  allows a corporation to eliminate or limit the personal liability of a director
  of a corporation to the corporation or its stockholders for monetary damages for
  a breach of fiduciary duty as a director notwithstanding any provision of law
  imposing such liability, except where the director breached his duty of loyalty,
  failed to act in good faith, engaged in intentional misconduct or knowingly
  violated a law, authorized the payment of an improper distribution or loan to an
  insider or obtained an improper personal benefit. The Company has included such
  a provision in its Articles.
  
           Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
  67") provides that a corporation may indemnify its directors and officers to the
  extent specified in or authorized by: (i) the articles of organization, (ii) a
  by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
  majority of the shares of stock entitled to vote on the election of directors.
  In all instances, the extent to which a corporation provides indemnification to
  its directors and officers under Section 67 is optional.
  
           ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
                                        -2-
  
  <PAGE>
           ITEM 8. EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9. UNDERTAKINGS.
  
           1.       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;
  
                             (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; and
  
                             (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 (i) and (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 or
           furnished to the Commission by the registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the registration statement.
  
                    (2)      That, for the purpose of determining any liability
           under the Securities Act, 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.
  
           2.       The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act 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.
  
           3.       Insofar as indemnification for liabilities arising under 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
  
  
                                        -3-
  
  
  <PAGE>
  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.
  
  
  
  
  
  
  
                                        -4-
  
  
  <PAGE>
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Woburn, Massachusetts on this 29th day of November,
  2001.
  
                                     PolyMedica Corporation
  
                                     By: /s/ Steven J. Lee
                                         --------------------------------------
                                         Steven J. Lee
                                         Chairman of the Board of Directors and
                                          Chief Executive Officer
                                          (Principal Executive Officer)
  
  
  
  
  
  
  
                                        -5-
  
  
  <PAGE>
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of PolyMedica Corporation,
  hereby severally constitute and appoint Steven J. Lee, Eric G. Walters and John
  K.P. Stone, and each of them singly, our true and lawful attorneys with full
  power to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable PolyMedica Corporation to comply
  with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said registration statement and any 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/ Steven J. Lee                     Chairman of the Board of                    November 29, 2001
  -------------------------------       Directors and Chief Executive
  Steven J. Lee                         Officer (Principal Executive
                                        Officer)
  
  
  /s/ Eric G. Walters                   Executive Vice President and                November 29, 2001
  -------------------------------       Clerk (Principal Financial
  Eric G. Walters                       Officer)
  
  
  /s/ Stephen C. Farrell                Chief Financial Officer                     November 9, 2001
  -------------------------------       (Principal Accounting Officer)
  Stephen C. Farrell
  
  /s/ Thomas S. Soltys                  Director                                    November 12, 2001
  -------------------------------
  Thomas S. Soltys
  
  
  /s/ Daniel S. Bernstein               Director                                    November 29, 2001
  -------------------------------
  Daniel S. Bernstein
  
  
  /s/ Frank W. LoGerfo                  Director                                    November 29, 2001
  -------------------------------
  Frank W. LoGerfo
  
  
  /s/ Marcia J. Hooper                  Director                                    November 29, 2001
  -------------------------------
  Marcia J. Hooper
  
  
  /s/ Herbert A. Denton                 Director                                    November 29, 2001
  -------------------------------
  Herbert A. Denton
  
  /s/ Samuel L. Shanaman                Director                                    November 29, 2001
  -------------------------------
  Samuel L. Shanaman
  
  </TABLE>
  
  
  
                                        -6-
  
  <PAGE>
                                  INDEX TO EXHIBITS
  
  
  NUMBER              DESCRIPTION
  ------              -----------
  4.1                 Restated Articles of Organization of the Registrant(1)
  
  4.2                 Restated By-Laws of the Registrant(1)
  
  4.3                 Rights Agreement dated as of January 23, 1992 by and
                      between the Registrant and the First National Bank of
                      Boston(2)
  
  4.4                 Amendment No. 1 dated December 9, 1999, amending
                      the Rights Agreement dated as of January 23, 1992
                      between the Registrant and BankBoston, N.A.(3)
  
  5.1                 Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1                Consent of Hale and Dorr LLP
                      (included in Exhibit 5.1)
  
  23.2                Consent of PricewaterhouseCoopers LLP
  
  24.1                Power of attorney (included on the signature pages of this
                      registration statement)
  
  ------------
  
  (1)      Incorporated herein by reference to the Registrant's Quarterly Report
           on Form 10-Q for the quarter ended September 30, 2001, filed November
           14, 2001.
  
  (2)      Incorporated herein by reference to the Registrant's Current Report on
           Form 8-K, filed March 13, 1992.
  
  (3)      Incorporated herein by reference to the Registrant's Quarterly Report
           on Form 10-Q for the quarter ended December 31, 1999, filed February
           14, 2000.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41097pcs-8.txt", "description": "POLYMEDICA CORPORATION", "secsgml_size_bytes": 19260}]
metadata_filer: {"company-data": {"conformed-name": "POLYMEDICA CORP", "cik": "0000878748", "assigned-sic": "2834", "irs-number": "043033368", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74160", "film-number": "1802428"}, "business-address": {"street1": "11 STATE ST", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "6179332020"}, "mail-address": {"street1": "11 STATE STREET", "city": "WOBURN", "state": "MA", "zip": "01801"}, "former-company": {"former-conformed-name": "POLYMEDICA INDUSTRIES INC", "date-changed": "19930328"}}
text: As filed with the Securities and Exchange Commission on November 29, 2001
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               POLYMEDICA CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
           MASSACHUSETTS                                         04-3033368
  (State or Other Jurisdiction of                            (I.R.S. Employer
  Incorporation or Organization)                            Identification No.)
  
  11 STATE STREET, WOBURN, MASSACHUSETTS                            01801
  (Address of Principal Executive Offices)                       (Zip Code)
  
                          2001 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                            JOHN K.P. STONE III, ESQ.
                                HALE AND DORR LLP
                                 60 STATE STREET
                              BOSTON, MASSACHUSETTS
                     (Name and Address of Agent For Service)
                                  (617) 526-6000
          (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
  
                                                    Proposed               Proposed
   Title of                                          Maximum                Maximum
   Securities to be          Amount to be         Offering Price           Aggregate                  Amount of
   Registered                 Registered            Per Share           Offering Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01
  par value per share        20,000 shares          22.93(1)               $458,600(1)                 $109.61
  
  ====================================================================================================================
  (1)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the Nasdaq National Market on
           November 26, 2001.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1. PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
           (a)      The registrant's latest annual report filed pursuant to
  Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed
  pursuant to Rule 424(b) under the Securities Act that contains audited financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
  the Exchange Act since the end of the fiscal year covered by the document
  referred to in (a) above.
  
           (c)      The description of the securities contained in the
  registrant's registration statement on Form 8-A filed under the Exchange Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents subsequently filed 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 hereby 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
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
                                        -1-
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
           ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement. John K.P. Stone III, a partner of Hale
  and Dorr LLP, serves as Assistant Clerk to the Registrant.
  
           ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article 6 of the Company's Restated Articles of Organization (the
  "Articles") provides that the Company shall indemnify each person who is or was
  a party or who is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative or
  investigative, by reason of the fact that he or she is or was, or has agreed to
  become, a director or officer of the Company, or is or was serving, or has
  agreed to serve, at the request of the Company, as a director or officer of, or
  in a similar capacity with, another organization or in any capacity with respect
  to any employee benefit plan of the corporation, or by reason of any action
  alleged to have been taken or omitted in such capacity, against all expenses,
  including attorneys' fees, judgments and fines incurred by any such person or on
  his or her behalf in connection with any action, suit or proceeding, and any
  appeal therefrom, except with respect to any matter as to which such person
  shall have been finally adjudicated not to have acted in good faith in the
  reasonable belief that his or her action was in the best interests of the
  Company or, to the extent such matter relates to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan. In addition, the Company may, to
  the extent authorized from time to time by its Board of Directors, grant
  indemnification rights to other employees or agents of the Company or other
  persons serving the Company, and such rights may be equivalent to, or greater or
  less than, those granted to directors and officers. The provisions in the
  Company's Articles pertaining to indemnification may not be amended and no
  provision inconsistent therewith may be adopted without the approval of the
  holders of at least two-thirds of the voting power of the Company.
  
           Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts General Laws
  allows a corporation to eliminate or limit the personal liability of a director
  of a corporation to the corporation or its stockholders for monetary damages for
  a breach of fiduciary duty as a director notwithstanding any provision of law
  imposing such liability, except where the director breached his duty of loyalty,
  failed to act in good faith, engaged in intentional misconduct or knowingly
  violated a law, authorized the payment of an improper distribution or loan to an
  insider or obtained an improper personal benefit. The Company has included such
  a provision in its Articles.
  
           Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
  67") provides that a corporation may indemnify its directors and officers to the
  extent specified in or authorized by: (i) the articles of organization, (ii) a
  by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
  majority of the shares of stock entitled to vote on the election of directors.
  In all instances, the extent to which a corporation provides indemnification to
  its directors and officers under Section 67 is optional.
  
           ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
                                        -2-
  ITEM 8. EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9. UNDERTAKINGS.
  
           1.       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;
  
                             (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; and
  
                             (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 (i) and (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 or
           furnished to the Commission by the registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the registration statement.
  
                    (2)      That, for the purpose of determining any liability
           under the Securities Act, 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.
  
           2.       The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act 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.
  
           3.       Insofar as indemnification for liabilities arising under 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
  
                                        -3-
  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.
  
                                        -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 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 Woburn, Massachusetts on this 29th day of November,
  2001.
  
                                     PolyMedica Corporation
  
                                     By: /s/ Steven J. Lee
                                         --------------------------------------
                                         Steven J. Lee
                                         Chairman of the Board of Directors and
                                          Chief Executive Officer
                                          (Principal Executive Officer)
  
                                        -5-
  POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of PolyMedica Corporation,
  hereby severally constitute and appoint Steven J. Lee, Eric G. Walters and John
  K.P. Stone, and each of them singly, our true and lawful attorneys with full
  power to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable PolyMedica Corporation to comply
  with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said registration statement and any 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/ Steven J. Lee                     Chairman of the Board of                    November 29, 2001
  -------------------------------       Directors and Chief Executive
  Steven J. Lee                         Officer (Principal Executive
                                        Officer)
  
  /s/ Eric G. Walters                   Executive Vice President and                November 29, 2001
  -------------------------------       Clerk (Principal Financial
  Eric G. Walters                       Officer)
  
  /s/ Stephen C. Farrell                Chief Financial Officer                     November 9, 2001
  -------------------------------       (Principal Accounting Officer)
  Stephen C. Farrell
  
  /s/ Thomas S. Soltys                  Director                                    November 12, 2001
  -------------------------------
  Thomas S. Soltys
  
  /s/ Daniel S. Bernstein               Director                                    November 29, 2001
  -------------------------------
  Daniel S. Bernstein
  
  /s/ Frank W. LoGerfo                  Director                                    November 29, 2001
  -------------------------------
  Frank W. LoGerfo
  
  /s/ Marcia J. Hooper                  Director                                    November 29, 2001
  -------------------------------
  Marcia J. Hooper
  
  /s/ Herbert A. Denton                 Director                                    November 29, 2001
  -------------------------------
  Herbert A. Denton
  
  /s/ Samuel L. Shanaman                Director                                    November 29, 2001
  -------------------------------
  Samuel L. Shanaman
  -6-
  INDEX TO EXHIBITS
  
  NUMBER              DESCRIPTION
  ------              -----------
  4.1                 Restated Articles of Organization of the Registrant(1)
  
  4.2                 Restated By-Laws of the Registrant(1)
  
  4.3                 Rights Agreement dated as of January 23, 1992 by and
                      between the Registrant and the First National Bank of
                      Boston(2)
  
  4.4                 Amendment No. 1 dated December 9, 1999, amending
                      the Rights Agreement dated as of January 23, 1992
                      between the Registrant and BankBoston, N.A.(3)
  
  5.1                 Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1                Consent of Hale and Dorr LLP
                      (included in Exhibit 5.1)
  
  23.2                Consent of PricewaterhouseCoopers LLP
  
  24.1                Power of attorney (included on the signature pages of this
                      registration statement)
  
  ------------
  
  (1)      Incorporated herein by reference to the Registrant's Quarterly Report
           on Form 10-Q for the quarter ended September 30, 2001, filed November
           14, 2001.
  
  (2)      Incorporated herein by reference to the Registrant's Current Report on
           Form 8-K, filed March 13, 1992.
  
  (3)      Incorporated herein by reference to the Registrant's Quarterly Report
           on Form 10-Q for the quarter ended December 31, 1999, filed February
           14, 2000.