<PAGE>   1



    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2001.
                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                               CELSION CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   52-1256615
                      (I.R.S. Employer Identification No.)

                            10220-I OLD COLUMBIA ROAD
                             COLUMBIA, MD 21046-1705                    21046
                    (Address of Principal Executive Offices)          (Zip Code)

                   CELSION CORPORATION 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 SPENCER J. VOLK
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CELSION CORPORATION
                            10220-I OLD COLUMBIA ROAD
                               COLUMBIA, MD 21046
                    (Name, and Address of Agent For Service)

                                 (410) 290-5390
          Telephone Number, Including Area Code, of Agent for Service.

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

                                   COPIES TO:

                              ANITA J. FINKELSTEIN
                    VENABLE, BAETJER, HOWARD & CIVILETTI, LLP
                            1201 NEW YORK AVENUE, NW
                                   SUITE 1000
                              WASHINGTON, DC 20005
                                 (202) 962-4800

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
                                                         PROPOSED
                                        AMOUNT            MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
       TITLE OF SECURITIES               TO BE        AGGREGATE PRICE  AGGREGATE OFFERING   REGISTRATION
         TO BE REGISTERED           REGISTERED (1)     PER SHARE (2)          PRICE              FEE
-----------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>              <C>                  <C>
Common stock, par value $0.01 per
share                              10,000,000 Shares       $0.63           $6,300,000           $1,575
===========================================================================================================
</TABLE>

(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration
    statement also covers an indeterminate number of additional shares as may be
    issued as a result of adjustments by reason of any stock split, stock
    dividend or similar transaction.

(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) and Rule 457(h) under the Securities Act of 1933. The above
    calculation is based on the average of the high and low prices of the
    Registrant's Common Stock reported on The American Stock Exchange on August
    10, 2001.


1
<PAGE>   2

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

        Not required to be included in this Registration Statement on Form S-8
pursuant to the Introductory Note to Part I of Form S-8.

                                     PART II

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following documents, which have been filed by the Registrant
with the Securities and Exchange Commission (the Commission"), are incorporated
into this Registration Statement by reference:

                (a)     The Registrant's Annual Report on Form 10-K for the year
                        ended September 30, 2000, filed with the Commission on
                        December 28, 2000;

                (b)     The Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended December 31, 2000, filed with the
                        Commission on February 7, 2001;

                (c)     The Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 2001, filed with the Commission
                        on May 14, 2001;

                (d)     The Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 2001, filed with the Commission
                        on August 14, 2001

                (e)     The Registrant's Current Report on Form 8-K filed with
                        the Commission on December 29, 2000;

                (f)     All other reports filed pursuant to Section 13(a) or
                        15(d) of the Securities Exchange Act of 1934, as amended
                        (the "Exchange Act"), since the end of the fiscal year
                        covered by the Form 10-K referred to in (a) above; and

                (g)     The description of the Common Stock set forth under the
                        heading "Item 1. Description of Registrant's Securities
                        to be Registered" in the Registrant's Registration
                        Statement on Form 8-A (File No. 001-15911) filed with
                        the Commission on May 26, 2000 under Section 12(g) of
                        the Exchange Act, together with any amendment or report
                        filed with the Commission for the purpose of updating
                        such description.

        All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of this Registration Statement from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated herein by reference
modifies or supersedes such earlier 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.


                                       II-1
<PAGE>   3

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not Applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Registrant is organized under the laws of the State of
Delaware. The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its current and former directors and officers, and
may indemnify its current and former employees and agents, against any and all
liabilities and expenses incurred in connection with their services in those
capacities to the maximum extent permitted by Delaware law.

        The Delaware General Corporation Law (the "DGCL") provides that a
Delaware corporation has the power generally to indemnify its current and former
directors, officers, employees and other agents (each, a "Corporate Agent")
against expenses and liabilities (including amounts paid in settlement) in
connection with any proceeding involving such person by reason of his being a
Corporate Agent, other than a proceeding by or in the right of the corporation,
if such person 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 proceeding, such person had no reasonable cause to believe his
conduct was unlawful.

        In the case of an action brought by or in the right of the corporation,
indemnification of a Corporate Agent is permitted if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. However, no indemnification is permitted 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 in which such proceeding 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 such indemnification.

        To the extent that a Corporate Agent has been successful on the merits
or otherwise in the defense of such proceeding, whether or not by or in the
right of the corporation, or in the defense of any claim, issue or matter
therein, the corporation is required to indemnify such person for expenses in
connection therewith. Under the DGCL, the corporation may advance expenses
incurred by a Corporate Agent in connection with a proceeding, provided that the
Corporate Agent undertakes to repay such amount if it shall ultimately be
determined that such person is not entitled to indemnification. The Registrant's
Certificate of Incorporation requires the Registrant to advance expenses to any
person entitled to indemnification, provided that such person undertakes to
repay the advancement if it is determined in a final judicial decision from
which there is no appeal that such person is not entitled to indemnification.

        The power to indemnify and advance the expenses under the DGCL does not
exclude other rights to which a Corporate Agent may be entitled to under the
Certificate of Incorporation, by laws, agreement, vote of stockholders or
disinterested directors or otherwise.

        The Registrant's Certificate of Incorporation permits the Registrant to
secure insurance on behalf of directors, officers, employees and agents of the
Registrant for any expense, liability or loss incurred in such capacities,
regardless of whether the Certificate of Incorporation or Delaware law would
permit indemnification against such expense, liability or loss.

        The purpose of these provisions is to assist the Registrant in retaining
qualified individuals to serve as our directors, officers, employees and agents
by limiting their exposure to personal liability for serving as such.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.


                                       II-2

<PAGE>   4

ITEM 8.        EXHIBITS.

<TABLE>
<CAPTION>
              NUMBER                      DESCRIPTION
              ------                      -----------
<S>                     <C>

                4.1*    Celsion Corporation 2001 Stock Option Plan.

                5*      Opinion of Venable, Baetjer, Howard & Civiletti, LLP re:
                        Legality.

                23.1*   Consent of Venable, Baetjer, Howard & Civiletti, LLP
                        (included in Exhibit 5).

                23.2*   Consent of Stegman & Company, Independent Public
                        Accountants to Celsion Corporation.

                24*     Powers of Attorney (included in Signature Page).
</TABLE>

-----------
* Filed herewith.

ITEM 9.        UNDERTAKINGS.

        (A)     The undersigned registrant hereby undertakes:

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

                (i)    To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                (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;

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



                                       II-3
<PAGE>   5

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if 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 Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

                (2)     That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment to this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (B)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (C)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                       II-4
<PAGE>   6


                                   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 Columbia, Maryland, on the 9th day of August, 2001.

                                        CELSION CORPORATION

                                        By:    /s/ Spencer J. Volk
                                           -------------------------------------
                                            Spencer J.  Volk
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Spencer J. Volk and John Mon and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, or any related
registration statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                   SIGNATURE                         TITLE                        DATE
        ------------------------------     -------------------------------    --------------
<S>                                        <C>                                <C>
        /s/ Spencer J. Volk                Director, President and Chief      August 9, 2001
        ------------------------------     Executive Officer (Principal
               Spencer J. Volk             Executive Officer)


        /s/ Anthony P. Deasey              Senior Vice President and Chief    August 9, 2001
        ------------------------------     Financial Officer (Principal
               Anthony P. Deasey           Financial and Accounting Officer)


        /s/ Augustine Y. Cheung            Chairman of the Board              August 9, 2001
        ------------------------------
               Augustine Y. Cheung

        /s/ John Mon                       Vice President, Secretary,         August 9, 2001
        ------------------------------     Treasurer and Director
               John Mon

        /s/ LaSalle D. Lefall              Director                           August 9, 2001
        ------------------------------
               LaSalle D. Leffall, Jr.

        /s/ Max E. Link                    Director                           August 9, 2001
        ------------------------------
               Max E. Link

        /s/ Claude Tihon                   Director                           August 9, 2001
        ------------------------------
               Claude Tihon

        /s/ Kris Venkat                    Director                           August 9, 2001
        ------------------------------
               Kris Venkat
</TABLE>


                                      II-1

<PAGE>   7


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
           NUMBER                                  DESCRIPTION
           ------                                  -----------
<S>                          <C>
               4.1*          Celsion Corporation 2001 Stock Option Plan.

               5*            Opinion of Venable, Baetjer, Howard & Civiletti, LLP re: Legality.

               23.1*         Consent of Venable, Baetjer, Howard & Civiletti, LLP (included in Exhibit 5).

               23.2*         Consent of Stegman & Company, Independent Public Accountants to Celsion
                             Corporation.

               24*           Powers of Attorney (included in Signature Page).
</TABLE>

-----------
* Filed herewith.



                                      II-1
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{"company-data": {"conformed-name": "CELSION CORP", "cik": "0000749647", "assigned-sic": "3845", "irs-number": "521256615", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67508", "film-number": "1713464"}, "business-address": {"street1": "10220-I OLD COLUMBIA PIKE", "street2": "STE I", "city": "COLUMBIA", "state": "MD", "zip": "21046-1705", "phone": "4102905390"}, "mail-address": {"street1": "10220 I OLD COLUMBIA ROAD", "city": "COLUMBIA", "state": "MD", "zip": "21046"}, "former-company": {"former-conformed-name": "CHEUNG LABORATORIES INC", "date-changed": "19920703"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2001.
                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                               CELSION CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   52-1256615
                      (I.R.S. Employer Identification No.)

                            10220-I OLD COLUMBIA ROAD
                             COLUMBIA, MD 21046-1705                    21046
                    (Address of Principal Executive Offices)          (Zip Code)

                   CELSION CORPORATION 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 SPENCER J. VOLK
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CELSION CORPORATION
                            10220-I OLD COLUMBIA ROAD
                               COLUMBIA, MD 21046
                    (Name, and Address of Agent For Service)

                                 (410) 290-5390
          Telephone Number, Including Area Code, of Agent for Service.

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

                                   COPIES TO:

                              ANITA J. FINKELSTEIN
                    VENABLE, BAETJER, HOWARD & CIVILETTI, LLP
                            1201 NEW YORK AVENUE, NW
                                   SUITE 1000
                              WASHINGTON, DC 20005
                                 (202) 962-4800

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                         PROPOSED
                                        AMOUNT            MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
       TITLE OF SECURITIES               TO BE        AGGREGATE PRICE  AGGREGATE OFFERING   REGISTRATION
         TO BE REGISTERED           REGISTERED (1)     PER SHARE (2)          PRICE              FEE
-----------------------------------------------------------------------------------------------------------
Common stock, par value $0.01 per
share                              10,000,000 Shares       $0.63           $6,300,000           $1,575
===========================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration
    statement also covers an indeterminate number of additional shares as may be
    issued as a result of adjustments by reason of any stock split, stock
    dividend or similar transaction.

(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) and Rule 457(h) under the Securities Act of 1933. The above
    calculation is based on the average of the high and low prices of the
    Registrant's Common Stock reported on The American Stock Exchange on August
    10, 2001.

1
2

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

        Not required to be included in this Registration Statement on Form S-8
pursuant to the Introductory Note to Part I of Form S-8.

                                     PART II

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following documents, which have been filed by the Registrant
with the Securities and Exchange Commission (the Commission"), are incorporated
into this Registration Statement by reference:

                (a)     The Registrant's Annual Report on Form 10-K for the year
                        ended September 30, 2000, filed with the Commission on
                        December 28, 2000;

                (b)     The Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended December 31, 2000, filed with the
                        Commission on February 7, 2001;

                (c)     The Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 2001, filed with the Commission
                        on May 14, 2001;

                (d)     The Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 2001, filed with the Commission
                        on August 14, 2001

                (e)     The Registrant's Current Report on Form 8-K filed with
                        the Commission on December 29, 2000;

                (f)     All other reports filed pursuant to Section 13(a) or
                        15(d) of the Securities Exchange Act of 1934, as amended
                        (the "Exchange Act"), since the end of the fiscal year
                        covered by the Form 10-K referred to in (a) above; and

                (g)     The description of the Common Stock set forth under the
                        heading "Item 1. Description of Registrant's Securities
                        to be Registered" in the Registrant's Registration
                        Statement on Form 8-A (File No. 001-15911) filed with
                        the Commission on May 26, 2000 under Section 12(g) of
                        the Exchange Act, together with any amendment or report
                        filed with the Commission for the purpose of updating
                        such description.

        All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of this Registration Statement from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated herein by reference
modifies or supersedes such earlier 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.

                                       II-1
3

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not Applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Registrant is organized under the laws of the State of
Delaware. The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its current and former directors and officers, and
may indemnify its current and former employees and agents, against any and all
liabilities and expenses incurred in connection with their services in those
capacities to the maximum extent permitted by Delaware law.

        The Delaware General Corporation Law (the "DGCL") provides that a
Delaware corporation has the power generally to indemnify its current and former
directors, officers, employees and other agents (each, a "Corporate Agent")
against expenses and liabilities (including amounts paid in settlement) in
connection with any proceeding involving such person by reason of his being a
Corporate Agent, other than a proceeding by or in the right of the corporation,
if such person 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 proceeding, such person had no reasonable cause to believe his
conduct was unlawful.

        In the case of an action brought by or in the right of the corporation,
indemnification of a Corporate Agent is permitted if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. However, no indemnification is permitted 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 in which such proceeding 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 such indemnification.

        To the extent that a Corporate Agent has been successful on the merits
or otherwise in the defense of such proceeding, whether or not by or in the
right of the corporation, or in the defense of any claim, issue or matter
therein, the corporation is required to indemnify such person for expenses in
connection therewith. Under the DGCL, the corporation may advance expenses
incurred by a Corporate Agent in connection with a proceeding, provided that the
Corporate Agent undertakes to repay such amount if it shall ultimately be
determined that such person is not entitled to indemnification. The Registrant's
Certificate of Incorporation requires the Registrant to advance expenses to any
person entitled to indemnification, provided that such person undertakes to
repay the advancement if it is determined in a final judicial decision from
which there is no appeal that such person is not entitled to indemnification.

        The power to indemnify and advance the expenses under the DGCL does not
exclude other rights to which a Corporate Agent may be entitled to under the
Certificate of Incorporation, by laws, agreement, vote of stockholders or
disinterested directors or otherwise.

        The Registrant's Certificate of Incorporation permits the Registrant to
secure insurance on behalf of directors, officers, employees and agents of the
Registrant for any expense, liability or loss incurred in such capacities,
regardless of whether the Certificate of Incorporation or Delaware law would
permit indemnification against such expense, liability or loss.

        The purpose of these provisions is to assist the Registrant in retaining
qualified individuals to serve as our directors, officers, employees and agents
by limiting their exposure to personal liability for serving as such.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

                                       II-2
4

ITEM 8.        EXHIBITS.
NUMBER                      DESCRIPTION
              ------                      -----------
4.1*    Celsion Corporation 2001 Stock Option Plan.

                5*      Opinion of Venable, Baetjer, Howard & Civiletti, LLP re:
                        Legality.

                23.1*   Consent of Venable, Baetjer, Howard & Civiletti, LLP
                        (included in Exhibit 5).

                23.2*   Consent of Stegman & Company, Independent Public
                        Accountants to Celsion Corporation.

                24*     Powers of Attorney (included in Signature Page).
-----------
* Filed herewith.

ITEM 9.        UNDERTAKINGS.

        (A)     The undersigned registrant hereby undertakes:

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

                (i)    To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                (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;

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

                                       II-3
5

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if 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 Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

                (2)     That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment to this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (B)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (C)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       II-4
6

                                   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 Columbia, Maryland, on the 9th day of August, 2001.

                                        CELSION CORPORATION

                                        By:    /s/ Spencer J. Volk
                                           -------------------------------------
                                            Spencer J.  Volk
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Spencer J. Volk and John Mon and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, or any related
registration statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                         TITLE                        DATE
        ------------------------------     -------------------------------    --------------
/s/ Spencer J. Volk                Director, President and Chief      August 9, 2001
        ------------------------------     Executive Officer (Principal
               Spencer J. Volk             Executive Officer)

        /s/ Anthony P. Deasey              Senior Vice President and Chief    August 9, 2001
        ------------------------------     Financial Officer (Principal
               Anthony P. Deasey           Financial and Accounting Officer)

        /s/ Augustine Y. Cheung            Chairman of the Board              August 9, 2001
        ------------------------------
               Augustine Y. Cheung

        /s/ John Mon                       Vice President, Secretary,         August 9, 2001
        ------------------------------     Treasurer and Director
               John Mon

        /s/ LaSalle D. Lefall              Director                           August 9, 2001
        ------------------------------
               LaSalle D. Leffall, Jr.

        /s/ Max E. Link                    Director                           August 9, 2001
        ------------------------------
               Max E. Link

        /s/ Claude Tihon                   Director                           August 9, 2001
        ------------------------------
               Claude Tihon

        /s/ Kris Venkat                    Director                           August 9, 2001
        ------------------------------
               Kris Venkat
II-1
7

                                  EXHIBIT INDEX
NUMBER                                  DESCRIPTION
           ------                                  -----------
4.1*          Celsion Corporation 2001 Stock Option Plan.

               5*            Opinion of Venable, Baetjer, Howard & Civiletti, LLP re: Legality.

               23.1*         Consent of Venable, Baetjer, Howard & Civiletti, LLP (included in Exhibit 5).

               23.2*         Consent of Stegman & Company, Independent Public Accountants to Celsion
                             Corporation.

               24*           Powers of Attorney (included in Signature Page).
-----------
* Filed herewith.

                                      II-1