<PAGE>   1
              As filed with the Securities and Exchange Commission
                                  July 18, 1997
                                                        Registration No. 333-

          ============================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             ASCENT PEDIATRICS, INC.
               (Exact name of issuer as specified in its charter)

DELAWARE                                                            04-3047405
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                            Identification No.)

       187 BALLARDVALE STREET, SUITE B125, WILMINGTON, MASSACHUSETTS 01887
             (Address of Principal Executive Offices)     (Zip Code)

                         1997 DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                                   ALAN R. FOX
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             ASCENT PEDIATRICS, INC.
                       187 BALLARDVALE STREET, SUITE B125
                              WILMINGTON, MA 01887
                     (Name and address of agent for service)

                                 (508) 658-2500
          (Telephone number, including area code, of agent for service)

<TABLE>
                                           CALCULATION OF REGISTRATION FEE
<CAPTION>

===================================================================================================================================
                                          Proposed
     Title of Each Class of                Amount                  Maximum                    Proposed                   Amount of
        Securities to be                   to be               Offering Price            Maximum Aggregate             Registration
           Registered                    Registered               Per Share                Offering Price                   Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                          <C>                          <C>    
Common Stock
$.00004 par value per share               300,000             $8.3125(1)                   $2,493,750(1)                $755.69

===================================================================================================================================
</TABLE>

         --------------------------
         (1)      Estimated solely for the purpose of calculating the 
                  registration fee pursuant to Rules 457(c) and 457(h) of the
                  Securities Act of 1933, as amended, and based upon the average
                  of the high and low prices of the Common Stock as reported on
                  the Nasdaq National Market on July 14, 1997.






<PAGE>   2





PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1.  PLAN INFORMATION.

         The information required by Part I is included in documents sent or
given to participants in the 1997 Director Stock Option Plan of Ascent
Pediatrics, Inc. (the "Registrant") pursuant to Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934 as amended, (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's prospectus dated May 29, 1997 filed
         pursuant to Rule 424(b) under the Securities Act, as amended by a
         prospectus supplement filed with the Securities and Exchange Commission
         on June 19, 1997 (together, the "Prospectus"), which contains audited
         financial statements of the Registrant as of December 31, 1995 and
         1996, for the three years in the period ended December 31, 1996 and
         cumulative from inception (March 16, 1989) to December 31, 1996.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         prospectus referred to in (1) above.

                  (3) The description of the common stock of the Registrant, par
         value $.00004 per share ("Common Stock"), contained in the Registrant's
         Registration Statement on Form 8-A filed under the Exchange Act,
         including any amendment or report filed for the purpose of updating
         such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         Item 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.



                                       -2-

<PAGE>   3



                  Not applicable.

         Item 6.  INDEMNIFICATION.

         Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable for any monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation law prohibits the
elimination or limitation of liability of directors for breach of fiduciary
duty.

         Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right of
the Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a Director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.

         Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

         Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers
the Registrant must indemnify those persons to the full extent permitted by such
law as so amended.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have 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 any criminal


                                       -3-

<PAGE>   4



proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

         Item 8.  EXHIBITS.

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

         Item 9.  UNDERTAKINGS.

                  1.       The Registrant hereby undertakes:

                  (a)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                  (i)      To include any prospectus required by Section 
         10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
         registration statement is on Form S-3 or Form S-8, and the information
         required to be included in a post-effective amendment by those
         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 the registration statement.

                  (b)      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.

                  (c)      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-

<PAGE>   5



         2. The 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 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 in the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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.


                                       -5-

<PAGE>   6



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Wilmington, Commonwealth of Massachusetts on the 18th
day of July, 1997.


                                      ASCENT PEDIATRICS, INC.



                                      By: /s/ Alan R. Fox
                                          --------------------------------------
                                          Alan R. Fox
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Ascent Pediatrics, Inc.
hereby severally constitute Alan R. Fox, John G. Bernardi and David E. Redlick,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable Ascent Pediatrics, Inc. to comply with all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated below and on the 18th day of July, 1997.

<TABLE>
<CAPTION>
                  Signature                                            Title
                  ---------                                            -----



                  <S>                                         <C> 
                  /s/ Alan R. Fox                             President, Chief Executive Officer
                  ------------------------------------        and Director (Principal Executive 
                  Alan R. Fox                                 Officer)
                  
             
                  /s/ John G. Bernardi                        Vice President, Finance and Treasurer
                  ------------------------------------        (Principal Financial and Accounting Officer)
                  John G. Bernardi                            


                  /s/ Emmett Clemente, Ph.D.                  Chairman
                  ------------------------------------
                  Emmett Clemente, Ph.D.


                  /s/ Robert E. Baldini                       Vice Chairman
                  ------------------------------------
                  Robert E. Baldini


                  /s/ Raymond F. Baddour, Ph.D.               Director
                  ------------------------------------
                  Raymond F. Baddour, Ph.D.
</TABLE>


<PAGE>   7





                  /s/ Michael J.F. Du Cros                    Director
                  ------------------------------------
                  Michael J.F. Du Cros



                  /s/ Thomas W. Janes                         Director
                  ------------------------------------
                  Thomas W. Janes



                                                              Director
                  ------------------------------------
                  Andre Lamotte, Sc.D.



                                                              Director
                  ------------------------------------
                  Terrance McGuire



                  /s/ Lee J. Schroeder                        Director
                  ------------------------------------
                  Lee J. Schroeder


<PAGE>   8




                                INDEX TO EXHIBITS



NUMBER                     DESCRIPTION                                      PAGE
------                     -----------                                      ----


4.1(1)            Amended and Restated Certificate of
                  Incorporation of the Registrant

4.2(1)            Amended and Restated By-laws of the Registrant

4.3(1)            Specimen Stock Certificate of Common Stock
                  of the Registrant

5.1               Opinion of Hale and Dorr LLP, counsel to
                  the Registrant

23.1              Consent of Hale and Dorr LLP
                  (included in Exhibit 5.1)

23.2              Consent of Coopers & Lybrand L.L.P., independent
                  accountants

23.3              Consent of KPMG Peat Marwick LLP, independent
                  auditors

24.1              Power of Attorney (included in the
                  signature pages of this Registration
                  Statement)


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

(1)      Previously filed with the Commission as an Exhibit to the Registrant's
         Registration Statement on Form S-1, as amended, File No. 333-23319 and
         incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "ASCENT PEDIATRICS DIRECTORS STOCK OPTION PLAN", "secsgml_size_bytes": 21464}]
{"company-data": {"conformed-name": "ASCENT PEDIATRICS INC", "cik": "0001019731", "assigned-sic": "2834", "irs-number": "043047405", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31553", "film-number": "97642427"}, "business-address": {"street1": "187 BALLARDVALE ST", "city": "WILMINGTON", "state": "MA", "zip": "01887", "phone": "5086582500"}, "mail-address": {"street1": "187 BALLARDVALE ST", "city": "WILMINGTON", "state": "MA", "zip": "01887"}}
1
              As filed with the Securities and Exchange Commission
                                  July 18, 1997
                                                        Registration No. 333-

          ============================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             ASCENT PEDIATRICS, INC.
               (Exact name of issuer as specified in its charter)

DELAWARE                                                            04-3047405
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                            Identification No.)

       187 BALLARDVALE STREET, SUITE B125, WILMINGTON, MASSACHUSETTS 01887
             (Address of Principal Executive Offices)     (Zip Code)

                         1997 DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                                   ALAN R. FOX
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             ASCENT PEDIATRICS, INC.
                       187 BALLARDVALE STREET, SUITE B125
                              WILMINGTON, MA 01887
                     (Name and address of agent for service)

                                 (508) 658-2500
          (Telephone number, including area code, of agent for service)

                                           CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                          Proposed
     Title of Each Class of                Amount                  Maximum                    Proposed                   Amount of
        Securities to be                   to be               Offering Price            Maximum Aggregate             Registration
           Registered                    Registered               Per Share                Offering Price                   Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock
$.00004 par value per share               300,000             $8.3125(1)                   $2,493,750(1)                $755.69

===================================================================================================================================
--------------------------
         (1)      Estimated solely for the purpose of calculating the 
                  registration fee pursuant to Rules 457(c) and 457(h) of the
                  Securities Act of 1933, as amended, and based upon the average
                  of the high and low prices of the Common Stock as reported on
                  the Nasdaq National Market on July 14, 1997.
2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1.  PLAN INFORMATION.

         The information required by Part I is included in documents sent or
given to participants in the 1997 Director Stock Option Plan of Ascent
Pediatrics, Inc. (the "Registrant") pursuant to Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934 as amended, (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's prospectus dated May 29, 1997 filed
         pursuant to Rule 424(b) under the Securities Act, as amended by a
         prospectus supplement filed with the Securities and Exchange Commission
         on June 19, 1997 (together, the "Prospectus"), which contains audited
         financial statements of the Registrant as of December 31, 1995 and
         1996, for the three years in the period ended December 31, 1996 and
         cumulative from inception (March 16, 1989) to December 31, 1996.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         prospectus referred to in (1) above.

                  (3) The description of the common stock of the Registrant, par
         value $.00004 per share ("Common Stock"), contained in the Registrant's
         Registration Statement on Form 8-A filed under the Exchange Act,
         including any amendment or report filed for the purpose of updating
         such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         Item 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                       -2-
3

                  Not applicable.

         Item 6.  INDEMNIFICATION.

         Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable for any monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation law prohibits the
elimination or limitation of liability of directors for breach of fiduciary
duty.

         Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right of
the Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a Director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.

         Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

         Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers
the Registrant must indemnify those persons to the full extent permitted by such
law as so amended.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have 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 any criminal

                                       -3-
4

proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

         Item 8.  EXHIBITS.

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

         Item 9.  UNDERTAKINGS.

                  1.       The Registrant hereby undertakes:

                  (a)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                  (i)      To include any prospectus required by Section 
         10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
         registration statement is on Form S-3 or Form S-8, and the information
         required to be included in a post-effective amendment by those
         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 the registration statement.

                  (b)      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.

                  (c)      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-
5

         2. The 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 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 in the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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.

                                       -5-
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Wilmington, Commonwealth of Massachusetts on the 18th
day of July, 1997.

                                      ASCENT PEDIATRICS, INC.

                                      By: /s/ Alan R. Fox
                                          --------------------------------------
                                          Alan R. Fox
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Ascent Pediatrics, Inc.
hereby severally constitute Alan R. Fox, John G. Bernardi and David E. Redlick,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable Ascent Pediatrics, Inc. to comply with all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated below and on the 18th day of July, 1997.
Signature                                            Title
                  ---------                                            -----
/s/ Alan R. Fox                             President, Chief Executive Officer
                  ------------------------------------        and Director (Principal Executive 
                  Alan R. Fox                                 Officer)
                  
             
                  /s/ John G. Bernardi                        Vice President, Finance and Treasurer
                  ------------------------------------        (Principal Financial and Accounting Officer)
                  John G. Bernardi                            

                  /s/ Emmett Clemente, Ph.D.                  Chairman
                  ------------------------------------
                  Emmett Clemente, Ph.D.

                  /s/ Robert E. Baldini                       Vice Chairman
                  ------------------------------------
                  Robert E. Baldini

                  /s/ Raymond F. Baddour, Ph.D.               Director
                  ------------------------------------
                  Raymond F. Baddour, Ph.D.
7

                  /s/ Michael J.F. Du Cros                    Director
                  ------------------------------------
                  Michael J.F. Du Cros

                  /s/ Thomas W. Janes                         Director
                  ------------------------------------
                  Thomas W. Janes

                                                              Director
                  ------------------------------------
                  Andre Lamotte, Sc.D.

                                                              Director
                  ------------------------------------
                  Terrance McGuire

                  /s/ Lee J. Schroeder                        Director
                  ------------------------------------
                  Lee J. Schroeder
8

                                INDEX TO EXHIBITS

NUMBER                     DESCRIPTION                                      PAGE
------                     -----------                                      ----

4.1(1)            Amended and Restated Certificate of
                  Incorporation of the Registrant

4.2(1)            Amended and Restated By-laws of the Registrant

4.3(1)            Specimen Stock Certificate of Common Stock
                  of the Registrant

5.1               Opinion of Hale and Dorr LLP, counsel to
                  the Registrant

23.1              Consent of Hale and Dorr LLP
                  (included in Exhibit 5.1)

23.2              Consent of Coopers & Lybrand L.L.P., independent
                  accountants

23.3              Consent of KPMG Peat Marwick LLP, independent
                  auditors

24.1              Power of Attorney (included in the
                  signature pages of this Registration
                  Statement)

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

(1)      Previously filed with the Commission as an Exhibit to the Registrant's
         Registration Statement on Form S-1, as amended, File No. 333-23319 and
         incorporated herein by reference.