<PAGE>   1
As filed with the Securities and Exchange Commission on June 19, 1998.

                                                    Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                    Delaware                                 04-3029787
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                     Identification No.)

                               840 Memorial Drive
                         Cambridge, Massachusetts 02139
                                 (617) 491-2527
               (Address of Principal Executive Offices) (Zip Code)
                           --------------------------

                            1998 Stock Option Plan
                           1998 Consultant Stock Plan
                         Stock Option dated June 1,1998


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


                               Dr. Indu A. Muni
                                    President
                                  DynaGen, Inc.
                               840 Memorial Drive
                         Cambridge, Massachusetts 02139
                                 (617) 491-2527
           (Name and address including zip code and telephone number,
                   including area code, of agent for service)
                           --------------------------

                                    Copy to:

                             David A. Broadwin, Esq.
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000
<PAGE>   2

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


                                                 Proposed               Proposed
                                                 maximum                maximum
Title of                   Amount                offering               aggregate              Amount of
securities to              to be                 price                  offering               registration
BE REGISTERED              REGISTERED            PER SHARE              PRICE                  FEE

<S>                         <C>                  <C>                    <C>                    <C>        
Common Stock S.01 par       4,200,000            $  .37                 $1,554,000
value per share             shares(1)

Common Stock S.01 par       2,800,000            $  .50                 $1,400,000
value per share             shares(2)
                            ---------                                   ----------             -------
Total                       7,000,000             ---                   $2,954,000             $871.43
                            =========                                   ==========             =======
</TABLE>

         (1)Represents shares issuable pursuant to options granted under the
         Company's 1998 Stock Option Plan and shares issuable pursuant to an
         option granted to C. Robert Cusick, Chairman of the Board of Directors
         of the Company. The price of $.37 per share is the weighted average
         exercise price of the options and the warrant.

         (2)Represents shares issuable pursuant to options that may be granted
         under the Company's 1998 Stock Option Plan and shares issuable under
         the Company's 1998 Consultant Plan. The price of $ .50 per share,which
         is the average of the bid and ask price of the Common Stock reported on
         the Nasd SmallCap Market on June 18, 1998, is set forth solely for
         purposes of calculating the filing fee pursuant to Rule 457(c) and is
         used only for those shares without a fixed exercise price.


                                      -2-
<PAGE>   3

         Item 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 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 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 plan participants 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 for 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 with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

         (a)      The Company's Annual Report on Form 10-K (as amended to date)
                  for the fiscal year ended December 31, 1997 filed pursuant to
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act").

         (b)      The Company's Proxy Statement for its Special Meeting of 
                  Stockholders held on March 4, 1998.

         (c)      The Company's Quarterly Report on Form 10-Q for the three
                  months ended March 31, 1998.

         (d)      All other documents filed by the Company pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the annual report referred to in (a) above;
                  and

         (e)      The section entitled "Description of Securities" contained in
                  the Company's Registration Statement No. 33-71416 on Form S-1,
                  and incorporating by reference the information contained in
                  the Company's Final Prospectus dated March 16, 1994, filed
                  under Section 424(b) under the Securities Act of 1933, as
                  amended.

         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 all securities
offered herein have been sold or which deregister 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. 

                                      -3-
<PAGE>   4

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5. Interest of Named Expert and Counsel.

         Not applicable.

Item 6. Indemnification of Officers and Directors.

         (A) The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law, as amended, provides in regard to indemnification of
directors and officers as follows:

         "(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding 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 corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he

                                        4



<PAGE>   5



reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) by a committee
of such directors designated by majority vote of such directors, even though
less than a quorum, or (3) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

         (e) Expenses (included attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by former director or officers or employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         (g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such,

                                        5

<PAGE>   6



whether or not the corporation would have the power to indemnify such person
against such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents so that
any person who was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.

         (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

         (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses."

         (B) Article 9 of the Company's Certificate of Incorporation contains
the following provision relating to the indemnification of directors and
officers:

         "To the maximum extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware, a director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit."


                                        6
<PAGE>   7



         (C) Article VII of the Company's By-laws contains the following
provisions relating to indemnification of officers and directors:

         "Reference is made to Section 145 and any other relevant provisions of
the General Corporation Law of the State of Delaware. Particular reference is
made to the class of persons, hereinafter called "Indemnitees," who may be
indemnified by a Delaware corporation pursuant to the provisions of such Section
145, namely, any person or the heirs, executors, or administrators of such
person, who was or is a party or 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 such
person is or was a director, officer, employee, or agent of such corporation or
is or was serving at the request of such corporation as a director, officer,
employee, or agent of such corporation or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise. The
Corporation shall, and is hereby obligated to, indemnify the Indemnitees, and
each of them in each and every situation where the Corporation is obligated to
make such indemnification pursuant to the aforesaid statutory provisions. The
Corporation shall indemnify the Indemnitees, and each of them, in each and every
situation where, under the aforesaid statutory provisions, the Corporation is
not obligated, but is nevertheless permitted or empowered, to make such
indemnification, it being understood that, before making such indemnification
with respect to any situation covered under this sentence, (i) the Corporation
shall promptly make or cause to be made, by any of the methods referred to in
Subsection (d) of such Section 145, a determination as to whether each
Indemnitee acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Corporation, and, in the case of
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful, and (ii) that no such indemnification shall be made unless
it is determined that such Indemnitee acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, in the case of any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful."

         The effect of these provisions would be to permit indemnification by
the Company of for, among other liabilities, liabilities arising under the
Securities Act of 1933 (the "Securities Act").


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.




                                      -7-

<PAGE>   8



Item 8.  EXHIBITS.

         EXHIBIT NO.            DESCRIPTION OF EXHIBIT
           
         

           4.1                 Specimen certificate for the Common Stock (filed
                               as an exhibit to the Company's Registration 
                               Statement on Form S-18,File No.33-31836-B, and 
                               incorporated herein by reference). 
           
           4.2                 1998 Stock Option Plan (filed as an appendix to 
                               the Company's Definitive Proxy Statement for the 
                               Special Meeting of Stockholders on March 4, 1998,
                               File No. 001-11352, and incorporated herein by 
                               reference).

           4.3                 1998 Consultant Stock Plan (filed herewith).

           4.4                 Stock Option issued to C. Robert Cusick as of
                               June 1, 1998 (filed herewith).

           5.1                 Opinion of Foley, Hoag & Eliot LLP (filed
                               herewith).

          23.1                 Consent of Wolf & Company, P.C. (filed herewith).

          23.2                 Consent of Foley, Hoag & Eliot LLP (contained in
                               Exhibit 5.1).

          24.1                 Power of Attorney (contained on page 10 of the
                               Registration Statement).




        
                                      -8-
<PAGE>   9


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 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.

         (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.

         (4) 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 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.

         (b) 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 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
as 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.



                                      -9-
<PAGE>   10
                                   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 Cambridge, Massachusetts, on June 19, 1998.

                                 DYNAGEN, INC.


                                 By: /s/ Dr. Indu A. Muni
                                   -----------------------
                                         Dr. Indu A. Muni
                                         President, Chief Executive
                                         Officer and Treasurer
                                         

         We, the undersigned officers and directors of DynaGen, Inc., hereby
severally constitute and appoint Dr. Indu A. Muni, Dhananjay G. Wadekar and
David Broadwin, 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 amendments (including post-effective amendments) to
said Registration Statement, 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 DynaGen, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURES                      TITLE(S)                            DATE


/s/ Dhananjay G. Wadekar      Executive Vice President            June 19, 1998
--------------------------    and Director
    Dhananjay G. Wadekar      
        
          


/s/ Dr. F. Howard Schneider   Senior Vice President-              June 19, 1998
---------------------------   Technology and Director
    Dr. F. Howard Schneider      



/s/ Dr. Indu A. Muni          President, Chief Executive          June 19, 1998
---------------------------   Officer, Treasurer (principal
    Dr. Indu A. Muni          executive and accounting
                              officer) and Director
    




                                     -10-
<PAGE>   11


                                  EXHIBIT INDEX


EXHIBIT               DESCRIPTION OF EXHIBIT

   
   4.1          Specimen certificate for the Common Stock (filed
                as an exhibit to the Company's Registration 
                Statement on Form S-18,File No.33-31836-B, and 
                incorporated herein by reference). 
           
   4.2          1998 Stock Option Plan (filed as an appendix to 
                the Company's Definitive Proxy Statement for the 
                Special Meeting of Stockholders on March 4, 1998,
                File No. 001-11352, and incorporated herein by 
                reference).

   4.3          1998 Consultant Stock Plan (filed herewith).
   
   4.4          Stock Option issued to C. Robert Cusick as of
                June 1, 1998 (filed herewith).

   5.1          Opinion of Foley, Hoag & Eliot LLP (filed herewith).

  23.1          Consent of Wolf & Company, P.C. (filed herewith).

  23.2          Consent of Foley, Hoag & Eliot LLP (contained
                in Exhibit 5.1).

  24.1          Power of Attorney (contained on page 10 of the
                Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28332}]
{"company-data": {"conformed-name": "DYNAGEN INC", "cik": "0000857171", "assigned-sic": "2835", "irs-number": "043029787", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57249", "film-number": "98650970"}, "business-address": {"street1": "RIVERSIDE TECHNOLOGY CENTER", "street2": "840 MEMORIAL DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6174912527"}, "mail-address": {"street1": "RIVERSIDE TECHNOLOGY CENTER", "street2": "840 MEMORIAL DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
1
As filed with the Securities and Exchange Commission on June 19, 1998.

                                                    Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                    Delaware                                 04-3029787
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                     Identification No.)

                               840 Memorial Drive
                         Cambridge, Massachusetts 02139
                                 (617) 491-2527
               (Address of Principal Executive Offices) (Zip Code)
                           --------------------------

                            1998 Stock Option Plan
                           1998 Consultant Stock Plan
                         Stock Option dated June 1,1998

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

                               Dr. Indu A. Muni
                                    President
                                  DynaGen, Inc.
                               840 Memorial Drive
                         Cambridge, Massachusetts 02139
                                 (617) 491-2527
           (Name and address including zip code and telephone number,
                   including area code, of agent for service)
                           --------------------------

                                    Copy to:

                             David A. Broadwin, Esq.
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000
2

                         CALCULATION OF REGISTRATION FEE
Proposed               Proposed
                                                 maximum                maximum
Title of                   Amount                offering               aggregate              Amount of
securities to              to be                 price                  offering               registration
BE REGISTERED              REGISTERED            PER SHARE              PRICE                  FEE
Common Stock S.01 par       4,200,000            $  .37                 $1,554,000
value per share             shares(1)

Common Stock S.01 par       2,800,000            $  .50                 $1,400,000
value per share             shares(2)
                            ---------                                   ----------             -------
Total                       7,000,000             ---                   $2,954,000             $871.43
                            =========                                   ==========             =======
(1)Represents shares issuable pursuant to options granted under the
         Company's 1998 Stock Option Plan and shares issuable pursuant to an
         option granted to C. Robert Cusick, Chairman of the Board of Directors
         of the Company. The price of $.37 per share is the weighted average
         exercise price of the options and the warrant.

         (2)Represents shares issuable pursuant to options that may be granted
         under the Company's 1998 Stock Option Plan and shares issuable under
         the Company's 1998 Consultant Plan. The price of $ .50 per share,which
         is the average of the bid and ask price of the Common Stock reported on
         the Nasd SmallCap Market on June 18, 1998, is set forth solely for
         purposes of calculating the filing fee pursuant to Rule 457(c) and is
         used only for those shares without a fixed exercise price.

                                      -2-
3

         Item 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 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 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 plan participants 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 for 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 with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

         (a)      The Company's Annual Report on Form 10-K (as amended to date)
                  for the fiscal year ended December 31, 1997 filed pursuant to
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act").

         (b)      The Company's Proxy Statement for its Special Meeting of 
                  Stockholders held on March 4, 1998.

         (c)      The Company's Quarterly Report on Form 10-Q for the three
                  months ended March 31, 1998.

         (d)      All other documents filed by the Company pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the annual report referred to in (a) above;
                  and

         (e)      The section entitled "Description of Securities" contained in
                  the Company's Registration Statement No. 33-71416 on Form S-1,
                  and incorporating by reference the information contained in
                  the Company's Final Prospectus dated March 16, 1994, filed
                  under Section 424(b) under the Securities Act of 1933, as
                  amended.

         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 all securities
offered herein have been sold or which deregister 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. 

                                      -3-
4

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5. Interest of Named Expert and Counsel.

         Not applicable.

Item 6. Indemnification of Officers and Directors.

         (A) The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law, as amended, provides in regard to indemnification of
directors and officers as follows:

         "(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding 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 corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he

                                        4
5

reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) by a committee
of such directors designated by majority vote of such directors, even though
less than a quorum, or (3) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

         (e) Expenses (included attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by former director or officers or employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         (g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such,

                                        5
6

whether or not the corporation would have the power to indemnify such person
against such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents so that
any person who was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.

         (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

         (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses."

         (B) Article 9 of the Company's Certificate of Incorporation contains
the following provision relating to the indemnification of directors and
officers:

         "To the maximum extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware, a director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit."

                                        6
7

         (C) Article VII of the Company's By-laws contains the following
provisions relating to indemnification of officers and directors:

         "Reference is made to Section 145 and any other relevant provisions of
the General Corporation Law of the State of Delaware. Particular reference is
made to the class of persons, hereinafter called "Indemnitees," who may be
indemnified by a Delaware corporation pursuant to the provisions of such Section
145, namely, any person or the heirs, executors, or administrators of such
person, who was or is a party or 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 such
person is or was a director, officer, employee, or agent of such corporation or
is or was serving at the request of such corporation as a director, officer,
employee, or agent of such corporation or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise. The
Corporation shall, and is hereby obligated to, indemnify the Indemnitees, and
each of them in each and every situation where the Corporation is obligated to
make such indemnification pursuant to the aforesaid statutory provisions. The
Corporation shall indemnify the Indemnitees, and each of them, in each and every
situation where, under the aforesaid statutory provisions, the Corporation is
not obligated, but is nevertheless permitted or empowered, to make such
indemnification, it being understood that, before making such indemnification
with respect to any situation covered under this sentence, (i) the Corporation
shall promptly make or cause to be made, by any of the methods referred to in
Subsection (d) of such Section 145, a determination as to whether each
Indemnitee acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Corporation, and, in the case of
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful, and (ii) that no such indemnification shall be made unless
it is determined that such Indemnitee acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, in the case of any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful."

         The effect of these provisions would be to permit indemnification by
the Company of for, among other liabilities, liabilities arising under the
Securities Act of 1933 (the "Securities Act").

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      -7-
8

Item 8.  EXHIBITS.

         EXHIBIT NO.            DESCRIPTION OF EXHIBIT
           
         

           4.1                 Specimen certificate for the Common Stock (filed
                               as an exhibit to the Company's Registration 
                               Statement on Form S-18,File No.33-31836-B, and 
                               incorporated herein by reference). 
           
           4.2                 1998 Stock Option Plan (filed as an appendix to 
                               the Company's Definitive Proxy Statement for the 
                               Special Meeting of Stockholders on March 4, 1998,
                               File No. 001-11352, and incorporated herein by 
                               reference).

           4.3                 1998 Consultant Stock Plan (filed herewith).

           4.4                 Stock Option issued to C. Robert Cusick as of
                               June 1, 1998 (filed herewith).

           5.1                 Opinion of Foley, Hoag & Eliot LLP (filed
                               herewith).

          23.1                 Consent of Wolf & Company, P.C. (filed herewith).

          23.2                 Consent of Foley, Hoag & Eliot LLP (contained in
                               Exhibit 5.1).

          24.1                 Power of Attorney (contained on page 10 of the
                               Registration Statement).

        
                                      -8-
9

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 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.

         (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.

         (4) 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 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.

         (b) 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 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
as 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.

                                      -9-
10
                                   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 Cambridge, Massachusetts, on June 19, 1998.

                                 DYNAGEN, INC.

                                 By: /s/ Dr. Indu A. Muni
                                   -----------------------
                                         Dr. Indu A. Muni
                                         President, Chief Executive
                                         Officer and Treasurer
                                         

         We, the undersigned officers and directors of DynaGen, Inc., hereby
severally constitute and appoint Dr. Indu A. Muni, Dhananjay G. Wadekar and
David Broadwin, 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 amendments (including post-effective amendments) to
said Registration Statement, 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 DynaGen, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURES                      TITLE(S)                            DATE

/s/ Dhananjay G. Wadekar      Executive Vice President            June 19, 1998
--------------------------    and Director
    Dhananjay G. Wadekar      
        
          

/s/ Dr. F. Howard Schneider   Senior Vice President-              June 19, 1998
---------------------------   Technology and Director
    Dr. F. Howard Schneider      

/s/ Dr. Indu A. Muni          President, Chief Executive          June 19, 1998
---------------------------   Officer, Treasurer (principal
    Dr. Indu A. Muni          executive and accounting
                              officer) and Director
    

                                     -10-
11

                                  EXHIBIT INDEX

EXHIBIT               DESCRIPTION OF EXHIBIT

   
   4.1          Specimen certificate for the Common Stock (filed
                as an exhibit to the Company's Registration 
                Statement on Form S-18,File No.33-31836-B, and 
                incorporated herein by reference). 
           
   4.2          1998 Stock Option Plan (filed as an appendix to 
                the Company's Definitive Proxy Statement for the 
                Special Meeting of Stockholders on March 4, 1998,
                File No. 001-11352, and incorporated herein by 
                reference).

   4.3          1998 Consultant Stock Plan (filed herewith).
   
   4.4          Stock Option issued to C. Robert Cusick as of
                June 1, 1998 (filed herewith).

   5.1          Opinion of Foley, Hoag & Eliot LLP (filed herewith).

  23.1          Consent of Wolf & Company, P.C. (filed herewith).

  23.2          Consent of Foley, Hoag & Eliot LLP (contained
                in Exhibit 5.1).

  24.1          Power of Attorney (contained on page 10 of the
                Registration Statement.