<PAGE>   1

     As filed with the Securities and Exchange Commission on August 4, 1999

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           CREATIVE BIOMOLECULES, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   94-2786743
                      (I.R.S. Employer Identification No.)

                 45 SOUTH STREET, HOPKINTON, MASSACHUSETTS 01748
                    (Address of Principal Executive Offices)

   CREATIVE BIOMOLECULES, INC. 1992 NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK
                                  OPTION PLAN
                            (Full Title of the Plan)

                                MICHAEL M. TARNOW
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           CREATIVE BIOMOLECULES, INC.
                                 45 SOUTH STREET
                               HOPKINTON, MA 01748
                     (Name and address of agent for service)

                                 (508) 782-1100
          (Telephone number, including area code, of agent for service)
                      -------------------------------------

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                                 Proposed             Proposed
                                             Amount               maximum             maximum          Amount of
              Title of                        to be           offering price         aggregate       registration
     securities to be registered         registered (1)        per share (2)     offering price (2)       fee
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                     <C>               <C>                <C>
Common stock,                              40,000                 $4.157            $  166,280.00      $ 46.22
    par value $.01 per share...........   260,000                 $3.9375           $1,023,750.00      $284.60
                                          -------                                                      -------
                                          300,000 shares                                               $330.82
===================================================================================================================
</TABLE>

(1) The number of shares of common stock, $.01 par value (the "Common Stock"),
stated above consists of (i) the aggregate number of shares which may be issued
upon the exercise of options which have previously been granted under the
Creative BioMolecules, Inc. 1992 Non-Employee Director Non-Qualified Stock
Option Plan (the "Plan") and (ii) the shares of Common Stock which may be issued
upon the exercise of options which may


<PAGE>   2


hereafter be granted and pursuant to grants of stock which may hereafter be made
under the Plan. The maximum number of shares which may be sold upon the exercise
of such options granted under the Plan are subject to adjustment in accordance
with certain anti-dilution and other provisions of the Plan. Accordingly,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to the number
of shares stated above, an indeterminable number of shares which may be subject
to grant or otherwise issuable after the operation of any such anti-dilution and
other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows: (i) in the case of shares of Common Stock which may be purchased
upon exercise of outstanding options, the fee is calculated on the basis of the
price at which the options may be exercised; and (ii) in the case of (a) shares
of Common Stock for which options have not yet been granted and the option price
of which is therefore unknown, and (b) shares of Common Stock for which grants
of stock have not yet been made, the fee is calculated on the basis of the
average of the high and low prices per share of the Common Stock on The Nasdaq
Stock Market ("Nasdaq") as of a date (August 2, 1999) within 5 business days
prior to filing this Registration Statement.


<PAGE>   3


                                EXPLANATORY NOTE


     In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission (the "Commission"), the
information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock pursuant to the
Plan. This Registration Statement on Form S-8 hereby registers 300,000
additional shares of Common Stock pursuant to the Plan. Registration Statements
on Form S-8 (File No. 33-56706 and File No. 333-36171), registering an aggregate
of 100,000 shares and 100,000 shares of Common Stock, respectively, under the
Plan were filed with the Commission on January 4, 1993 and September 23, 1997,
respectively.


<PAGE>   4


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.


     The following documents filed by the Company with the Commission are
incorporated herein by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 filed with the Commission on March 30, 1999.

     2.   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999 filed with the Commission on May 14, 1999.

     3.   The Company's Current Reports on Form 8-K filed with the Commission on
May 14, 1999.

     4.   The description of the Common Stock included in the Company's
registration statement on Form 8-A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") filed with the Commission on December 3, 1992,
including any amendment or report filed for the purpose of updating such
description.

     All reports and other documents subsequently filed by the Registrant with
the Commission 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 covered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the Shares of Common Stock registered under
this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., certain members of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. and certain members of their families and
trusts for their benefit own an aggregate of approximately 14,000 shares of
Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Incorporated herein by reference from Part II, Item 14 of the Registrant's
Registration Statement on Form S-1 (Registration No. 33-46200), as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


<PAGE>   5


ITEM 8.  EXHIBITS.

Exhibit No.                                          Description
-----------                                          -----------

(4.1)     Form of Common Stock Certificate (filed as Exhibit 4.2 to the
          Registration Statement on Form S-1, Registration No. 33-46200, as
          amended, and incorporated herein by reference)

(4.2)     Restated Certificate of Incorporation, as amended, of the Registrant
          (filed as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for
          the period ended September 30, 1995 (File No. 0-19910), and
          incorporated herein by reference)

(4.3)     Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the
          Registration Statement on Form S-1, Registration No. 33-46200, as
          amended, and incorporated herein by reference)

(4.4)     Creative BioMolecules, Inc. 1992 Non-Employee Director Non-Qualified
          Stock Option Plan, as amended on June 8, 1999.

(5)       Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with
          respect to the legality of the original issuance of securities being
          registered

(23.1)    Consent of Deloitte & Touche LLP

(23.2)    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
          (included in Exhibit 5)

(24)      Power of Attorney to file future amendments (included in Part II of
          the 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; (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, represents 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) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% 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 or Form S-8, and the information
required to be included in a post-effective amendment by those


<PAGE>   6



paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<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 Town of Hopkinton, Massachusetts, on August 4, 1999.


                                       CREATIVE BIOMOLECULES, INC.

                                       By: /s/ Cheryl K. Lawton
                                           -----------------------------------
                                           Cheryl K. Lawton
                                           General Counsel and Vice President,
                                           Administration
                                           Secretary


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael M. Tarnow and Cheryl K. Lawton, or any of
them, his attorney-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any and all amendments to this registration
statement (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, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.

     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>

Signatures                                    Title                                               Date
----------                                    -----                                               ----



<S>                                 <C>                                                       <C>
/s/ Brian H. Dovey                  Chairman of the Board and Director                         August 4, 1999
----------------------------
Brian H. Dovey


/s/ Michael M. Tarnow               President, Chief Executive Officer and Director            August 4, 1999
----------------------------        (principal executive officer)
Michael M. Tarnow


/s/ Charles Cohen                   Chief Scientific Officer and Director                      August 4, 1999
----------------------------
Charles Cohen, Ph.D.


/s/ Cheryl K. Lawton                General Counsel and Vice President, Administration         August 4, 1999
----------------------------        Secretary
Cheryl K. Lawton


/s/ Charles Carelli                 Director of Accounting (principal accounting officer)      August 4, 1999
----------------------------
Charles Carelli


/s/ Jeremy L. Curnock Cook          Director                                                   August 4, 1999
----------------------------
Jeremy L. Curnock Cook


/s/ Martyn D. Greenacre             Director                                                   August 4, 1999
----------------------------
Martyn D. Greenacre


                                    Director
----------------------------
Arthur J. Hale, M.D.


/s/ Suzanne D. Jaffe                Director                                                   August 4, 1999
----------------------------
Suzanne D. Jaffe


/s/ Michael Rosenblatt              Director                                                   August 4, 1999
----------------------------
Michael Rosenblatt, M.D.


/s/ James R. Tobin                  Director                                                   August 4, 1999
----------------------------
James R. Tobin
</TABLE>



<PAGE>   8


                                  EXHIBIT INDEX

Exhibit No.                         Description
-----------                         -----------

(4.1)     Form of Common Stock Certificate (filed as Exhibit 4.2 to the
          Registration Statement on Form S-1, Registration No. 33-46200, as
          amended, and incorporated herein by reference)

(4.2)     Restated Certificate of Incorporation, as amended, of the Registrant.
          (Filed as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for
          the period ended September 30, 1995 (File No. 0-19910), and
          incorporated herein by reference)

(4.3)     Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the
          Registration Statement on Form S-1, Registration No. 33-46200, as
          amended, and incorporated herein by reference)

(4.4)     Creative BioMolecules, Inc. 1992 Non-Employee Director Non-Qualified
          Stock Option Plan, as amended on June 8, 1999.

(5)       Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with
          respect to the legality of the original issuance of securities being
          registered

(23.1)    Consent of Deloitte & Touche LLP

(23.2)    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
          (included in Exhibit 5)

(24)      Power of Attorney to file future amendments (included in Part II of
          the Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "CREATIVE BIOMOLECULES, INC. (1992 NON-EMPLOYEE)", "secsgml_size_bytes": 19242}]
{"company-data": {"conformed-name": "CREATIVE BIOMOLECULES INC", "cik": "0000857121", "assigned-sic": "2836", "irs-number": "942786743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84511", "film-number": "99677825"}, "business-address": {"street1": "45 S STREET", "city": "HOPKINTON", "state": "MA", "zip": "01748", "phone": "5087821100"}, "mail-address": {"street1": "45 SOUTH ST", "city": "HOPKINTON", "state": "MA", "zip": "01748"}}
1

     As filed with the Securities and Exchange Commission on August 4, 1999

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           CREATIVE BIOMOLECULES, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   94-2786743
                      (I.R.S. Employer Identification No.)

                 45 SOUTH STREET, HOPKINTON, MASSACHUSETTS 01748
                    (Address of Principal Executive Offices)

   CREATIVE BIOMOLECULES, INC. 1992 NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK
                                  OPTION PLAN
                            (Full Title of the Plan)

                                MICHAEL M. TARNOW
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           CREATIVE BIOMOLECULES, INC.
                                 45 SOUTH STREET
                               HOPKINTON, MA 01748
                     (Name and address of agent for service)

                                 (508) 782-1100
          (Telephone number, including area code, of agent for service)
                      -------------------------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                                 Proposed             Proposed
                                             Amount               maximum             maximum          Amount of
              Title of                        to be           offering price         aggregate       registration
     securities to be registered         registered (1)        per share (2)     offering price (2)       fee
-------------------------------------------------------------------------------------------------------------------
Common stock,                              40,000                 $4.157            $  166,280.00      $ 46.22
    par value $.01 per share...........   260,000                 $3.9375           $1,023,750.00      $284.60
                                          -------                                                      -------
                                          300,000 shares                                               $330.82
===================================================================================================================
(1) The number of shares of common stock, $.01 par value (the "Common Stock"),
stated above consists of (i) the aggregate number of shares which may be issued
upon the exercise of options which have previously been granted under the
Creative BioMolecules, Inc. 1992 Non-Employee Director Non-Qualified Stock
Option Plan (the "Plan") and (ii) the shares of Common Stock which may be issued
upon the exercise of options which may
2

hereafter be granted and pursuant to grants of stock which may hereafter be made
under the Plan. The maximum number of shares which may be sold upon the exercise
of such options granted under the Plan are subject to adjustment in accordance
with certain anti-dilution and other provisions of the Plan. Accordingly,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to the number
of shares stated above, an indeterminable number of shares which may be subject
to grant or otherwise issuable after the operation of any such anti-dilution and
other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows: (i) in the case of shares of Common Stock which may be purchased
upon exercise of outstanding options, the fee is calculated on the basis of the
price at which the options may be exercised; and (ii) in the case of (a) shares
of Common Stock for which options have not yet been granted and the option price
of which is therefore unknown, and (b) shares of Common Stock for which grants
of stock have not yet been made, the fee is calculated on the basis of the
average of the high and low prices per share of the Common Stock on The Nasdaq
Stock Market ("Nasdaq") as of a date (August 2, 1999) within 5 business days
prior to filing this Registration Statement.
3

                                EXPLANATORY NOTE

     In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission (the "Commission"), the
information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock pursuant to the
Plan. This Registration Statement on Form S-8 hereby registers 300,000
additional shares of Common Stock pursuant to the Plan. Registration Statements
on Form S-8 (File No. 33-56706 and File No. 333-36171), registering an aggregate
of 100,000 shares and 100,000 shares of Common Stock, respectively, under the
Plan were filed with the Commission on January 4, 1993 and September 23, 1997,
respectively.
4

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Commission are
incorporated herein by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 filed with the Commission on March 30, 1999.

     2.   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999 filed with the Commission on May 14, 1999.

     3.   The Company's Current Reports on Form 8-K filed with the Commission on
May 14, 1999.

     4.   The description of the Common Stock included in the Company's
registration statement on Form 8-A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") filed with the Commission on December 3, 1992,
including any amendment or report filed for the purpose of updating such
description.

     All reports and other documents subsequently filed by the Registrant with
the Commission 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 covered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the Shares of Common Stock registered under
this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., certain members of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. and certain members of their families and
trusts for their benefit own an aggregate of approximately 14,000 shares of
Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Incorporated herein by reference from Part II, Item 14 of the Registrant's
Registration Statement on Form S-1 (Registration No. 33-46200), as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
5

ITEM 8.  EXHIBITS.

Exhibit No.                                          Description
-----------                                          -----------

(4.1)     Form of Common Stock Certificate (filed as Exhibit 4.2 to the
          Registration Statement on Form S-1, Registration No. 33-46200, as
          amended, and incorporated herein by reference)

(4.2)     Restated Certificate of Incorporation, as amended, of the Registrant
          (filed as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for
          the period ended September 30, 1995 (File No. 0-19910), and
          incorporated herein by reference)

(4.3)     Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the
          Registration Statement on Form S-1, Registration No. 33-46200, as
          amended, and incorporated herein by reference)

(4.4)     Creative BioMolecules, Inc. 1992 Non-Employee Director Non-Qualified
          Stock Option Plan, as amended on June 8, 1999.

(5)       Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with
          respect to the legality of the original issuance of securities being
          registered

(23.1)    Consent of Deloitte & Touche LLP

(23.2)    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
          (included in Exhibit 5)

(24)      Power of Attorney to file future amendments (included in Part II of
          the 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; (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, represents 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) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% 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 or Form S-8, and the information
required to be included in a post-effective amendment by those
6

paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 Town of Hopkinton, Massachusetts, on August 4, 1999.

                                       CREATIVE BIOMOLECULES, INC.

                                       By: /s/ Cheryl K. Lawton
                                           -----------------------------------
                                           Cheryl K. Lawton
                                           General Counsel and Vice President,
                                           Administration
                                           Secretary

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael M. Tarnow and Cheryl K. Lawton, or any of
them, his attorney-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any and all amendments to this registration
statement (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, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.

     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.
Signatures                                    Title                                               Date
----------                                    -----                                               ----
/s/ Brian H. Dovey                  Chairman of the Board and Director                         August 4, 1999
----------------------------
Brian H. Dovey

/s/ Michael M. Tarnow               President, Chief Executive Officer and Director            August 4, 1999
----------------------------        (principal executive officer)
Michael M. Tarnow

/s/ Charles Cohen                   Chief Scientific Officer and Director                      August 4, 1999
----------------------------
Charles Cohen, Ph.D.

/s/ Cheryl K. Lawton                General Counsel and Vice President, Administration         August 4, 1999
----------------------------        Secretary
Cheryl K. Lawton

/s/ Charles Carelli                 Director of Accounting (principal accounting officer)      August 4, 1999
----------------------------
Charles Carelli

/s/ Jeremy L. Curnock Cook          Director                                                   August 4, 1999
----------------------------
Jeremy L. Curnock Cook

/s/ Martyn D. Greenacre             Director                                                   August 4, 1999
----------------------------
Martyn D. Greenacre

                                    Director
----------------------------
Arthur J. Hale, M.D.

/s/ Suzanne D. Jaffe                Director                                                   August 4, 1999
----------------------------
Suzanne D. Jaffe

/s/ Michael Rosenblatt              Director                                                   August 4, 1999
----------------------------
Michael Rosenblatt, M.D.

/s/ James R. Tobin                  Director                                                   August 4, 1999
----------------------------
James R. Tobin
8

                                  EXHIBIT INDEX

Exhibit No.                         Description
-----------                         -----------

(4.1)     Form of Common Stock Certificate (filed as Exhibit 4.2 to the
          Registration Statement on Form S-1, Registration No. 33-46200, as
          amended, and incorporated herein by reference)

(4.2)     Restated Certificate of Incorporation, as amended, of the Registrant.
          (Filed as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for
          the period ended September 30, 1995 (File No. 0-19910), and
          incorporated herein by reference)

(4.3)     Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the
          Registration Statement on Form S-1, Registration No. 33-46200, as
          amended, and incorporated herein by reference)

(4.4)     Creative BioMolecules, Inc. 1992 Non-Employee Director Non-Qualified
          Stock Option Plan, as amended on June 8, 1999.

(5)       Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with
          respect to the legality of the original issuance of securities being
          registered

(23.1)    Consent of Deloitte & Touche LLP

(23.2)    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
          (included in Exhibit 5)

(24)      Power of Attorney to file future amendments (included in Part II of
          the Registration Statement)