As filed with the Securities and Exchange Commission on September 13, 1996
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              LIFECELL CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       76-019890 
(State or other jurisdiction                 (I.R.S Employer Identification No.)
of incorporation or organization)

  3606 RESEARCH FOREST DRIVE
     THE WOODLANDS, TEXAS                                    77381
(Address of Principal Executive Offices)                  (Zip Code)

              LIFECELL CORPORATION SECOND AMENDED AND RESTATED 1993
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                                ANTHONY A. BROWN
                              LIFECELL CORPORATION
                           3606 RESEARCH FOREST DRIVE
                           THE WOODLANDS, TEXAS 77381
                     (Name and address of agent for service)

                                  713/367-5368
          (Telephone number, including area code, of agent for service)

                                    COPY TO:

                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                              HOUSTON, TEXAS 77010
                                 (713) 651-5151
                           ATTENTION: ROBERT E. WILSON

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM      AMOUNT OF
TITLE OF SECURITIES       AMOUNT TO BE       OFFERING PRICE        AGGREGATE       REGISTRATION
 TO BE REGISTERED          REGISTERED         PER SHARE(1)     OFFERING PRICE(1)        FEE
- --------------------------------------------------------------------------------------------------
<S>                     <C>                     <C>                <C>                 <C>        
Common Stock, $.001
  par value             750,000 shares(2)       $3.8125           $2,859,375           $986
==================================================================================================
</TABLE>
(1)     Estimated in accordance with Rule 457(c) and (h) solely for the purpose
        of calculating the registration fee on the basis of the average of the
        high and low prices of the Common Stock as reported by the Nasdaq Stock
        Market on September 10, 1996.

(2)     Includes an indeterminable number of shares of Common Stock issuable as
        a result of the anti-dilution provisions of the Second Amended and
        Restated 1992 Stock Option Plan, as amended.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             a. The following documents are hereby incorporated by reference in
this Registration Statement:

                    1. The Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 of LifeCell Corporation, a Delaware corporation (the
"Registrant"), filed April 1, 1996 with the Securities and Exchange Commission
(the "Commission"), as amended by Amendment No. 1 to Form 10-K on Form 10-K/A of
the Registrant, filed with the Commission on May 29, 1996.

                    2. The Registrant's Quarterly Report on Form 10-Q for the 
quarterly period ended March 31, 1996, filed with the Commission on May 15, 
1996.

                    3. The Registrant's Quarterly Report on Form 10-Q for the 
quarterly period ended June 30, 1996, filed with the Commission on August 14, 
1996.

                    4. The description of the Registrant's common stock, $.001
par value (the "Common Stock"), contained in a registration statement on Form
8-A filed with the Commission on February 27, 1992, including any amendment or
report filed for the purpose of updating such description.

             b. All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES.

             Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Article X of the Registrant's Amended and Restated By-laws (the
"By-laws") provides for mandatory indemnification to at least the extent
specifically allowed by Section 145 of the General Corporation Law of the State
of Delaware (the "GCL").

             Pursuant to Section 145 of the GCL, the Registrant generally has
the power to indemnify its current and former directors, officers, employees and
agents against expenses and liabilities incurred by them in connection with any
suit to which they are, or threatened to be made, a party by reason of their
serving in such positions so long as they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was not lawful. With respect to suits by or in
the right of the Registrant, however, indemnification generally is limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the Registrant unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant also has the power to purchase and maintain insurance for such
persons.

                                      II-1

             The above discussion of the Registrant's By-laws and Section 145 of
the GCL is not intended to be exhaustive and is qualified in its entirety by
such document and such statute.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

ITEM 8.      EXHIBITS.

             4.1--   Restated Certificate of Incorporation, as amended, of
                     the Registrant (incorporated by reference to Exhibit 3.1 to
                     the Registrant's Quarterly Report on Form 10-Q for the
                     period ended June 30, 1996, filed with the Commission on
                     August 14, 1996).

             4.2--   Amended and Restated By-laws of the Registrant
                     (incorporated by reference to Exhibit 3.2 to the
                     Registrant's Quarterly Report on Form 10-Q for the period
                     ended June 30, 1996, filed with the Commission on August
                     14, 1996).

             4.3--   Form of Common Stock Certificate (incorporated by reference
                     to Exhibit 4.2 to Amendment No. 2 to the Registrant's
                     Registration Statement on Form S-1 (Reg. No. 33-44969),
                     filed with the Commission on February 10, 1992).

             4.4--   LifeCell Corporation Second Amended and Restated 1993
                     Non-Employee Director Stock Option Plan (incorporated by
                     reference to Exhibit 10.2 to the Registrant's Quarterly
                     Report on Form 10-Q for the period ended June 30, 1996,
                     filed with the Commission on August 14, 1996).

             5.1--   Opinion of Fulbright & Jaworski L.L.P.

            23.1--   Consent of Arthur Andersen LLP.

            23.2--   Consent of Fulbright & Jaworski L.L.P. (included in
                     Exhibit 5.1).

            24.1--   Powers of Attorney (contained on page II-4).

ITEM 9.      UNDERTAKINGS.

             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, as amended (the "Securities
                    Act");

                    (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    hereof) which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    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

                                      II-2

                    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 this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

             PROVIDED, HOWEVER, that paragraphs (i) and (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, as amended (the "Exchange Act"),
             that are incorporated by reference in this Registration Statement.

             (2) That, for the purpose of determining any liability under the
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered herein, 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.

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

             Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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.

                                      II-3

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of The Woodlands, State of Texas, on the 12th day of
September, 1996.

                                            LIFECELL CORPORATION

                                            By: /s/ ANTHONY A. BROWN
                                                    Anthony A. Brown
                                                    Vice President and 
                                                    Chief Financial Officer

           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.

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Paul M. Frison and Anthony A. Brown, and
each of them, his true and lawful attorney-in-fact and agent, 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, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, 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 and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

  SIGNATURE               TITLE                                      DATE

/s/ PAUL M. FRISON         Chairman of the Board,             September 12, 1996
    Paul M. Frison         President and Chief
                           Executive Officer 
                           (Principal Executive Officer)

/s/ STEPHEN A. LIVESEY     Executive Vice President,          September 12, 1996
    Stephen A. Livesey     Chief Scientific
                           Officer and Director


/s/ ANTHONY A. BROWN       Vice President and                 September 12, 1996
    Anthony A. Brown       Chief Financial Officer
                           (Principal Financial and 
                           Accounting Officer)


Michael E. Cahr              Director                         September 12, 1996


P. William Curreri           Director                         September 12, 1996


James G. Foster              Director                         September 12, 1996


Christopher C. Kraft         Director                         September 12, 1996


Thomas G. Ricks              Director                         September 12, 1996


Martin P. Sutter             Director                         September 12, 1996

                                      II-4

                                  EXHIBIT INDEX


 EXHIBIT NUMBER                     DESCRIPTION                              
 --------------                     -----------
        4.1     Restated Certificate of Incorporation, as amended, of the
                Registrant (incorporated by reference to Exhibit 3.1 to the
                Registrant's Quarterly Report on Form 10-Q for the period ended
                June 30, 1996, filed with the Commission on August 14, 1996).

        4.2     Amended and Restated By-laws of the Registrant (incorporated by
                reference to Exhibit 3.2 to the Registrant's Quarterly Report on
                Form 10-Q for the period ended June 30, 1996, filed with the
                Commission on August 14, 1996).

        4.3     Form of Common Stock Certificate (incorporated by reference to
                Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration
                Statement on Form S-1 (Reg. No. 33-44969), filed with the
                Commission on February 10, 1992).

        4.4     LifeCell Corporation Second Amended and Restated 1993 Non-
                Employee Director Stock Option Plan (incorporated by reference
                to Exhibit 10.2 to the Registrant's Quarterly Report on Form
                10-Q for the period ended June 30, 1996, filed with the
                Commission on August 14, 1996).

        5.1     Opinion of Fulbright & Jaworski L.L.P.

        23.1    Consent of Arthur Andersen LLP.

        23.2    Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                5.1).

        24.1    Powers of Attorney (contained on page II-4).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18585}]
{"company-data": {"conformed-name": "LIFECELL CORP", "cik": "0000849448", "assigned-sic": "8731", "irs-number": "760172936", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11939", "film-number": "96629893"}, "business-address": {"street1": "3606 RESEARCH FOREST DR", "street2": "LIFECELL CORPORATION", "city": "WOODLANDS", "state": "TX", "zip": "77381", "phone": "7133675368"}, "mail-address": {"street1": "3606 RESEARCH FOREST DR", "city": "THE WOODLANDS", "state": "TX", "zip": "77381"}}
As filed with the Securities and Exchange Commission on September 13, 1996
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              LIFECELL CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       76-019890 
(State or other jurisdiction                 (I.R.S Employer Identification No.)
of incorporation or organization)

  3606 RESEARCH FOREST DRIVE
     THE WOODLANDS, TEXAS                                    77381
(Address of Principal Executive Offices)                  (Zip Code)

              LIFECELL CORPORATION SECOND AMENDED AND RESTATED 1993
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                                ANTHONY A. BROWN
                              LIFECELL CORPORATION
                           3606 RESEARCH FOREST DRIVE
                           THE WOODLANDS, TEXAS 77381
                     (Name and address of agent for service)

                                  713/367-5368
          (Telephone number, including area code, of agent for service)

                                    COPY TO:

                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                              HOUSTON, TEXAS 77010
                                 (713) 651-5151
                           ATTENTION: ROBERT E. WILSON

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

                         CALCULATION OF REGISTRATION FEE
==================================================================================================
                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM      AMOUNT OF
TITLE OF SECURITIES       AMOUNT TO BE       OFFERING PRICE        AGGREGATE       REGISTRATION
 TO BE REGISTERED          REGISTERED         PER SHARE(1)     OFFERING PRICE(1)        FEE
- --------------------------------------------------------------------------------------------------
Common Stock, $.001
  par value             750,000 shares(2)       $3.8125           $2,859,375           $986
==================================================================================================
(1)     Estimated in accordance with Rule 457(c) and (h) solely for the purpose
        of calculating the registration fee on the basis of the average of the
        high and low prices of the Common Stock as reported by the Nasdaq Stock
        Market on September 10, 1996.

(2)     Includes an indeterminable number of shares of Common Stock issuable as
        a result of the anti-dilution provisions of the Second Amended and
        Restated 1992 Stock Option Plan, as amended.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             a. The following documents are hereby incorporated by reference in
this Registration Statement:

                    1. The Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 of LifeCell Corporation, a Delaware corporation (the
"Registrant"), filed April 1, 1996 with the Securities and Exchange Commission
(the "Commission"), as amended by Amendment No. 1 to Form 10-K on Form 10-K/A of
the Registrant, filed with the Commission on May 29, 1996.

                    2. The Registrant's Quarterly Report on Form 10-Q for the 
quarterly period ended March 31, 1996, filed with the Commission on May 15, 
1996.

                    3. The Registrant's Quarterly Report on Form 10-Q for the 
quarterly period ended June 30, 1996, filed with the Commission on August 14, 
1996.

                    4. The description of the Registrant's common stock, $.001
par value (the "Common Stock"), contained in a registration statement on Form
8-A filed with the Commission on February 27, 1992, including any amendment or
report filed for the purpose of updating such description.

             b. All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES.

             Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Article X of the Registrant's Amended and Restated By-laws (the
"By-laws") provides for mandatory indemnification to at least the extent
specifically allowed by Section 145 of the General Corporation Law of the State
of Delaware (the "GCL").

             Pursuant to Section 145 of the GCL, the Registrant generally has
the power to indemnify its current and former directors, officers, employees and
agents against expenses and liabilities incurred by them in connection with any
suit to which they are, or threatened to be made, a party by reason of their
serving in such positions so long as they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was not lawful. With respect to suits by or in
the right of the Registrant, however, indemnification generally is limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the Registrant unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant also has the power to purchase and maintain insurance for such
persons.

                                      II-1

             The above discussion of the Registrant's By-laws and Section 145 of
the GCL is not intended to be exhaustive and is qualified in its entirety by
such document and such statute.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

ITEM 8.      EXHIBITS.

             4.1--   Restated Certificate of Incorporation, as amended, of
                     the Registrant (incorporated by reference to Exhibit 3.1 to
                     the Registrant's Quarterly Report on Form 10-Q for the
                     period ended June 30, 1996, filed with the Commission on
                     August 14, 1996).

             4.2--   Amended and Restated By-laws of the Registrant
                     (incorporated by reference to Exhibit 3.2 to the
                     Registrant's Quarterly Report on Form 10-Q for the period
                     ended June 30, 1996, filed with the Commission on August
                     14, 1996).

             4.3--   Form of Common Stock Certificate (incorporated by reference
                     to Exhibit 4.2 to Amendment No. 2 to the Registrant's
                     Registration Statement on Form S-1 (Reg. No. 33-44969),
                     filed with the Commission on February 10, 1992).

             4.4--   LifeCell Corporation Second Amended and Restated 1993
                     Non-Employee Director Stock Option Plan (incorporated by
                     reference to Exhibit 10.2 to the Registrant's Quarterly
                     Report on Form 10-Q for the period ended June 30, 1996,
                     filed with the Commission on August 14, 1996).

             5.1--   Opinion of Fulbright & Jaworski L.L.P.

            23.1--   Consent of Arthur Andersen LLP.

            23.2--   Consent of Fulbright & Jaworski L.L.P. (included in
                     Exhibit 5.1).

            24.1--   Powers of Attorney (contained on page II-4).

ITEM 9.      UNDERTAKINGS.

             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, as amended (the "Securities
                    Act");

                    (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    hereof) which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    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

                                      II-2

                    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 this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

             PROVIDED, HOWEVER, that paragraphs (i) and (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, as amended (the "Exchange Act"),
             that are incorporated by reference in this Registration Statement.

             (2) That, for the purpose of determining any liability under the
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered herein, 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.

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

             Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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.

                                      II-3

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of The Woodlands, State of Texas, on the 12th day of
September, 1996.

                                            LIFECELL CORPORATION

                                            By: /s/ ANTHONY A. BROWN
                                                    Anthony A. Brown
                                                    Vice President and 
                                                    Chief Financial Officer

           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.

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Paul M. Frison and Anthony A. Brown, and
each of them, his true and lawful attorney-in-fact and agent, 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, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, 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 and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

  SIGNATURE               TITLE                                      DATE

/s/ PAUL M. FRISON         Chairman of the Board,             September 12, 1996
    Paul M. Frison         President and Chief
                           Executive Officer 
                           (Principal Executive Officer)

/s/ STEPHEN A. LIVESEY     Executive Vice President,          September 12, 1996
    Stephen A. Livesey     Chief Scientific
                           Officer and Director

/s/ ANTHONY A. BROWN       Vice President and                 September 12, 1996
    Anthony A. Brown       Chief Financial Officer
                           (Principal Financial and 
                           Accounting Officer)

Michael E. Cahr              Director                         September 12, 1996

P. William Curreri           Director                         September 12, 1996

James G. Foster              Director                         September 12, 1996

Christopher C. Kraft         Director                         September 12, 1996

Thomas G. Ricks              Director                         September 12, 1996

Martin P. Sutter             Director                         September 12, 1996

                                      II-4

                                  EXHIBIT INDEX

 EXHIBIT NUMBER                     DESCRIPTION                              
 --------------                     -----------
        4.1     Restated Certificate of Incorporation, as amended, of the
                Registrant (incorporated by reference to Exhibit 3.1 to the
                Registrant's Quarterly Report on Form 10-Q for the period ended
                June 30, 1996, filed with the Commission on August 14, 1996).

        4.2     Amended and Restated By-laws of the Registrant (incorporated by
                reference to Exhibit 3.2 to the Registrant's Quarterly Report on
                Form 10-Q for the period ended June 30, 1996, filed with the
                Commission on August 14, 1996).

        4.3     Form of Common Stock Certificate (incorporated by reference to
                Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration
                Statement on Form S-1 (Reg. No. 33-44969), filed with the
                Commission on February 10, 1992).

        4.4     LifeCell Corporation Second Amended and Restated 1993 Non-
                Employee Director Stock Option Plan (incorporated by reference
                to Exhibit 10.2 to the Registrant's Quarterly Report on Form
                10-Q for the period ended June 30, 1996, filed with the
                Commission on August 14, 1996).

        5.1     Opinion of Fulbright & Jaworski L.L.P.

        23.1    Consent of Arthur Andersen LLP.

        23.2    Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                5.1).

        24.1    Powers of Attorney (contained on page II-4).