<PAGE>



      As filed with the Securities and Exchange Commission on July 21, 2000

                                                           REGISTRATION NO. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                             ---------------------
                                VARIAGENICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                            04-3182077
  (STATE OR OTHER JURISDICTION                               (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

                               60 HAMPSHIRE STREET
                         CAMBRIDGE, MASSACHUSETTS 02139
                                 (617) 588-5300
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

               VARIAGENICS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLES OF THE PLANS)

                                TAYLOR J. CROUCH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                VARIAGENICS, INC.
                               60 HAMPSHIRE STREET
                         CAMBRIDGE, MASSACHUSETTS 02139
                                 (617) 588-5300
    (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                           CODE, OF AGENT FOR SERVICE)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================

                                                              Proposed               Proposed
          Title of                    Amount to be             maximum                maximum
 securities to be registered           registered          offering price            aggregate             Amount of
                                                             per share            offering price       registration fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>                  <C>                      <C>
Common Stock, $.01 par value        475,800 shares (1)       $14.00 (2)           $6,661,200 (2)           $1,758.56
==========================================================================================================================
</TABLE>

(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock") consists of the aggregate number of shares which may be purchased
     under the Variagenics, Inc. 2000 Employee Stock Purchase Plan (the "Plan").
     The maximum number of shares that may be purchased pursuant to the Plan is
     subject to adjustment in accordance with certain anti-dilution and other
     provisions of the Plan. Accordingly, pursuant to Rule 416 under the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement covers, in addition to the number of shares stated
     above, an indeterminate number of shares which may be subject to grant or
     otherwise issuable after the operation of any such anti-dilution and other
     provisions.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) under the Securities Act.

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


<PAGE>


                                EXPLANATORY NOTE
                                ----------------


         In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.


<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

         (1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

         (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 document referred
to in (1) above.

         (3) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A File No. 0-31035 filed under the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and 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 purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Incorporated herein by reference from Registration Statement on Form
S-1, No. 333-33558.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                      II-1


<PAGE>


ITEM 8.  EXHIBITS.

         (3.1)    Certificate of Incorporation of the Registrant, as amended -
                  Delaware (Filed as Exhibit 3.1 to Registration Statement on
                  Form S-1, as amended, No. 333-33558, and incorporated herein
                  by reference).

         (3.2)    Restated Certificate of Incorporation of the Registrant -
                  Delaware - to be filed upon completion of the offering (the
                  "IPO") contemplated by the Registrant's Registration Statement
                  on Form S-1, No. 333-33558 (Filed as Exhibit 3.2 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.3)    By-laws of the Registrant - Delaware (Filed as Exhibit 3.3 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.4)    Restated By-laws of the Registrant - Delaware - to be
                  effective upon completion of the IPO (Filed as Exhibit 3.4 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.5)    Certificate of Correction of Certificate of Amendment of
                  Certificate of Incorporation (Filed as Exhibit 3.5 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.6)    Certificate of Correction of Certificate of Amendment of
                  Certificate of Incorporation (Filed as Exhibit 3.6 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.7)    Certificate of Amendment of Restated Certificate of
                  Incorporation (Filed as Exhibit 3.7 to Registration Statement
                  on Form S-1, as amended, No. 333-33558, and incorporated
                  herein by reference).

         (4.1)    Form of Common Stock Certificate (Filed as Exhibit 4.1 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                 (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of PricewaterhouseCoopers LLP.

         (24)     Power of Attorney (included on the signature page of this
                  Registration Statement).

         (99.1)   Variagenics, Inc. 2000 Employee Stock Purchase Plan (Filed as
                  Exhibit 10.15 to Registration Statement on Form S-1, as
                  amended, No. 333-33558, and incorporated herein by reference).


                                      II-2


<PAGE>


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, represents a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement;

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

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those 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 such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act 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 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.


                                      II-3


<PAGE>


(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 Act and will be
          governed by the final adjudication of such issue.




                                      II-4


<PAGE>


                                   SIGNATURES

         THE REGISTRANT. 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 Cambridge, Massachusetts on July 21, 2000.


                                    VARIAGENICS, INC.


                                    By  /s/ Taylor J. Crouch
                                        ----------------------------------
                                        Taylor J. Crouch
                                        President and Chief Executive Officer


         Each person whose signature appears below constitutes and appoints
Taylor J. Crouch and Richard P. Shea, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of Variagenics, Inc., and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in or
about the premises, as full to all intents and purposes as he or she 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 or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              SIGNATURES                              TITLE                                 DATE

<S>                                     <C>                                             <C>
/s/ Taylor J. Crouch                    President, Chief Executive Officer              July 21, 2000
-----------------------------------     and Director (Principal executive officer)
Taylor J. Crouch


/s/ Richard P. Shea
-----------------------------------     Chief Financial Officer and Treasurer           July 21, 2000
Richard P. Shea                         (Principal financial and accounting officer)


/s/ David Housman
-----------------------------------     Director                                        July 21, 2000
David Housman, Ph.D.


/s/ Philippe O. Chambon
-----------------------------------     Director                                        July 21, 2000
Philippe O. Chambon, M.D., Ph.D.



                                      II-5


<PAGE>


/s/ Mark P. Carthy
-----------------------------------     Director                                        July 21, 2000
Mark P. Carthy


/s/ Jean-Francois Formela
-----------------------------------     Director                                        July 21, 2000
Jean-Francois Formela, M.D.


/s/ Martin A. Vogelbaum
-----------------------------------     Director                                        July 21, 2000
Martin A. Vogelbaum


/s/ David A. Shotland
-----------------------------------     Director                                        July 21, 2000
David A. Shotland


/s/ William A. Scott
-----------------------------------     Director                                        July 21, 2000
William A. Scott, Ph.D.


/s/ Anthony Wild
-----------------------------------     Director                                        July 21, 2000
Anthony Wild, Ph.D.
</TABLE>



                                      II-6


<PAGE>


                                VARIAGENICS, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT



Exhibit
Number                 Description
------                 -----------

(3.1)     Certificate of Incorporation of the Registrant, as amended - Delaware
          (Filed as Exhibit 3.1 to Registration Statement on Form S-1, as
          amended, No. 333-33558, and incorporated herein by reference).

(3.2)     Restated Certificate of Incorporation of the Registrant - Delaware -
          to be filed upon completion of the offering (the "IPO") contemplated
          by the Registrant's Registration Statement on Form S-1, No. 333-33558
          (Filed as Exhibit 3.2 to Registration Statement on Form S-1, as
          amended, No. 333-33558, and incorporated herein by reference).

(3.3)     By-laws of the Registrant - Delaware (Filed as Exhibit 3.3 to
          Registration Statement on Form S-1, as amended, No. 333-33558, and
          incorporated herein by reference).

(3.4)     Restated By-laws of the Registrant - Delaware - to be effective upon
          completion of the IPO (Filed as Exhibit 3.4 to Registration Statement
          on Form S-1, as amended, No. 333-33558, and incorporated herein by
          reference).

(3.5)     Certificate of Correction of Certificate of Amendment of Certificate
          of Incorporation (Filed as Exhibit 3.5 to Registration Statement on
          Form S-1, as amended, No. 333-33558, and incorporated herein by
          reference).

(3.6)     Certificate of Correction of Certificate of Amendment of Certificate
          of Incorporation (Filed as Exhibit 3.6 to Registration Statement on
          Form S-1, as amended, No. 333-33558, and incorporated herein by
          reference).

(3.7)     Certificate of Amendment of Restated of Certificate of Incorporation
          (Filed as Exhibit 3.7 to Registration Statement on Form S-1, as
          amended, No. 333-33558, and incorporated herein by reference).



                                      II-7


<PAGE>


(4.1)     Form of Common Stock Certificate (Filed as Exhibit 4.1 to Registration
          Statement on Form S-1, as amended, No. 333-33558, and incorporated
          herein by reference).

(5)       Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
          the legality of shares being registered.

(23.1)    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
          (included in opinion of counsel filed as Exhibit 5).

(23.2)    Consent of PricewaterhouseCoopers LLP.

(24)      Power of Attorney (included on the signature page of this Registration
          Statement).

(99.1)    Variagenics, Inc. 2000 Employee Stock Purchase Plan (Filed as Exhibit
          10.15 to Registration Statement on Form S-1, as amended, No.
          333-33558, and incorporated herein by reference).



                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 21721}]
{"company-data": {"conformed-name": "VARIAGENICS INC", "cik": "0001043082", "assigned-sic": "", "irs-number": "043182077", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41906", "film-number": "676562"}, "business-address": {"street1": "60 HAMPSHIRE STREET", "street2": "BUILDING 400", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6175885300"}, "mail-address": {"street1": "60 HAMPSHIRE STREET", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
As filed with the Securities and Exchange Commission on July 21, 2000

                                                           REGISTRATION NO. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             ---------------------
                                VARIAGENICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                            04-3182077
  (STATE OR OTHER JURISDICTION                               (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

                               60 HAMPSHIRE STREET
                         CAMBRIDGE, MASSACHUSETTS 02139
                                 (617) 588-5300
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

               VARIAGENICS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLES OF THE PLANS)

                                TAYLOR J. CROUCH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                VARIAGENICS, INC.
                               60 HAMPSHIRE STREET
                         CAMBRIDGE, MASSACHUSETTS 02139
                                 (617) 588-5300
    (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                           CODE, OF AGENT FOR SERVICE)

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

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================

                                                              Proposed               Proposed
          Title of                    Amount to be             maximum                maximum
 securities to be registered           registered          offering price            aggregate             Amount of
                                                             per share            offering price       registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value        475,800 shares (1)       $14.00 (2)           $6,661,200 (2)           $1,758.56
==========================================================================================================================
(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock") consists of the aggregate number of shares which may be purchased
     under the Variagenics, Inc. 2000 Employee Stock Purchase Plan (the "Plan").
     The maximum number of shares that may be purchased pursuant to the Plan is
     subject to adjustment in accordance with certain anti-dilution and other
     provisions of the Plan. Accordingly, pursuant to Rule 416 under the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement covers, in addition to the number of shares stated
     above, an indeterminate number of shares which may be subject to grant or
     otherwise issuable after the operation of any such anti-dilution and other
     provisions.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) under the Securities Act.

================================================================================
EXPLANATORY NOTE
                                ----------------

         In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

         (1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

         (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 document referred
to in (1) above.

         (3) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A File No. 0-31035 filed under the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and 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 purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Incorporated herein by reference from Registration Statement on Form
S-1, No. 333-33558.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-1
ITEM 8.  EXHIBITS.

         (3.1)    Certificate of Incorporation of the Registrant, as amended -
                  Delaware (Filed as Exhibit 3.1 to Registration Statement on
                  Form S-1, as amended, No. 333-33558, and incorporated herein
                  by reference).

         (3.2)    Restated Certificate of Incorporation of the Registrant -
                  Delaware - to be filed upon completion of the offering (the
                  "IPO") contemplated by the Registrant's Registration Statement
                  on Form S-1, No. 333-33558 (Filed as Exhibit 3.2 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.3)    By-laws of the Registrant - Delaware (Filed as Exhibit 3.3 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.4)    Restated By-laws of the Registrant - Delaware - to be
                  effective upon completion of the IPO (Filed as Exhibit 3.4 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.5)    Certificate of Correction of Certificate of Amendment of
                  Certificate of Incorporation (Filed as Exhibit 3.5 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.6)    Certificate of Correction of Certificate of Amendment of
                  Certificate of Incorporation (Filed as Exhibit 3.6 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (3.7)    Certificate of Amendment of Restated Certificate of
                  Incorporation (Filed as Exhibit 3.7 to Registration Statement
                  on Form S-1, as amended, No. 333-33558, and incorporated
                  herein by reference).

         (4.1)    Form of Common Stock Certificate (Filed as Exhibit 4.1 to
                  Registration Statement on Form S-1, as amended, No. 333-33558,
                  and incorporated herein by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                 (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of PricewaterhouseCoopers LLP.

         (24)     Power of Attorney (included on the signature page of this
                  Registration Statement).

         (99.1)   Variagenics, Inc. 2000 Employee Stock Purchase Plan (Filed as
                  Exhibit 10.15 to Registration Statement on Form S-1, as
                  amended, No. 333-33558, and incorporated herein by reference).

                                      II-2
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, represents a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement;

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

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those 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 such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act 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 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.

                                      II-3
(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 Act and will be
          governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         THE REGISTRANT. 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 Cambridge, Massachusetts on July 21, 2000.

                                    VARIAGENICS, INC.

                                    By  /s/ Taylor J. Crouch
                                        ----------------------------------
                                        Taylor J. Crouch
                                        President and Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Taylor J. Crouch and Richard P. Shea, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of Variagenics, Inc., and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in or
about the premises, as full to all intents and purposes as he or she 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 or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES                              TITLE                                 DATE
/s/ Taylor J. Crouch                    President, Chief Executive Officer              July 21, 2000
-----------------------------------     and Director (Principal executive officer)
Taylor J. Crouch

/s/ Richard P. Shea
-----------------------------------     Chief Financial Officer and Treasurer           July 21, 2000
Richard P. Shea                         (Principal financial and accounting officer)

/s/ David Housman
-----------------------------------     Director                                        July 21, 2000
David Housman, Ph.D.

/s/ Philippe O. Chambon
-----------------------------------     Director                                        July 21, 2000
Philippe O. Chambon, M.D., Ph.D.

                                      II-5
/s/ Mark P. Carthy
-----------------------------------     Director                                        July 21, 2000
Mark P. Carthy

/s/ Jean-Francois Formela
-----------------------------------     Director                                        July 21, 2000
Jean-Francois Formela, M.D.

/s/ Martin A. Vogelbaum
-----------------------------------     Director                                        July 21, 2000
Martin A. Vogelbaum

/s/ David A. Shotland
-----------------------------------     Director                                        July 21, 2000
David A. Shotland

/s/ William A. Scott
-----------------------------------     Director                                        July 21, 2000
William A. Scott, Ph.D.

/s/ Anthony Wild
-----------------------------------     Director                                        July 21, 2000
Anthony Wild, Ph.D.
II-6
VARIAGENICS, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

Exhibit
Number                 Description
------                 -----------

(3.1)     Certificate of Incorporation of the Registrant, as amended - Delaware
          (Filed as Exhibit 3.1 to Registration Statement on Form S-1, as
          amended, No. 333-33558, and incorporated herein by reference).

(3.2)     Restated Certificate of Incorporation of the Registrant - Delaware -
          to be filed upon completion of the offering (the "IPO") contemplated
          by the Registrant's Registration Statement on Form S-1, No. 333-33558
          (Filed as Exhibit 3.2 to Registration Statement on Form S-1, as
          amended, No. 333-33558, and incorporated herein by reference).

(3.3)     By-laws of the Registrant - Delaware (Filed as Exhibit 3.3 to
          Registration Statement on Form S-1, as amended, No. 333-33558, and
          incorporated herein by reference).

(3.4)     Restated By-laws of the Registrant - Delaware - to be effective upon
          completion of the IPO (Filed as Exhibit 3.4 to Registration Statement
          on Form S-1, as amended, No. 333-33558, and incorporated herein by
          reference).

(3.5)     Certificate of Correction of Certificate of Amendment of Certificate
          of Incorporation (Filed as Exhibit 3.5 to Registration Statement on
          Form S-1, as amended, No. 333-33558, and incorporated herein by
          reference).

(3.6)     Certificate of Correction of Certificate of Amendment of Certificate
          of Incorporation (Filed as Exhibit 3.6 to Registration Statement on
          Form S-1, as amended, No. 333-33558, and incorporated herein by
          reference).

(3.7)     Certificate of Amendment of Restated of Certificate of Incorporation
          (Filed as Exhibit 3.7 to Registration Statement on Form S-1, as
          amended, No. 333-33558, and incorporated herein by reference).

                                      II-7
(4.1)     Form of Common Stock Certificate (Filed as Exhibit 4.1 to Registration
          Statement on Form S-1, as amended, No. 333-33558, and incorporated
          herein by reference).

(5)       Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
          the legality of shares being registered.

(23.1)    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
          (included in opinion of counsel filed as Exhibit 5).

(23.2)    Consent of PricewaterhouseCoopers LLP.

(24)      Power of Attorney (included on the signature page of this Registration
          Statement).

(99.1)    Variagenics, Inc. 2000 Employee Stock Purchase Plan (Filed as Exhibit
          10.15 to Registration Statement on Form S-1, as amended, No.
          333-33558, and incorporated herein by reference).

                                      II-8