Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            GENOME THERAPEUTICS CORP.
               (Exact name of issuer as specified in its charter)

 MASSACHUSETTS                                                04-2297484
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)
                                100 Beaver Street
                          Waltham, Massachusetts 02154
           (Address of Principal Executive offices including zip code)

                             STOCK OPTION AGREEMENTS
                            (Full title of the Plan)
                                  Fenel M. Eloi
                            Genome Therapeutics Corp.
                                100 Beaver Street
                          Waltham, Massachusetts 02154
                     (Name and address of agent for service)

                                 (617) 893-5007
          (Telephone number, including area code, of agent for service)

                  Please send copies of all communications to:

                              David C. Chapin, Esq.
                                  Ropes & Gray
                             One International Place
                        Boston, Massachusetts 02110-2624
                            Telephone: (617) 951-7371

<TABLE>
<CAPTION>
<S>                      <C>                       <C>                   <C>                    <C>
                                                    Proposed              Proposed
Title of                                            Maximum               Maximum
Securities                 Amount                   Offering              Aggregate              Amount of
To Be                      To Be                    Price Per             Offering               Registration
Registered                 Registered               Share<F1>             Price<F1>              Fee


Common Stock,              215,000                  $8.3125               $1,787,187.50          $542
$.10 par value.
-------------------------
<FN>

<F1>Estimated  solely for the purpose of calculating the registration fee on the
basis of the average  high and low prices of the Common Stock as reported by the
National  Association  of  Securities  Dealers  Automated  Quotation  System  on
June 27, 1997. Exhibit Index can be found on page 8.
</FN>
</TABLE>

                           This is page 1 of 16 pages.

                                                  



<PAGE>



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

        The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
August 31, 1996,  the Company's  amended  Annual Report on Form 10-K/A-1 for the
fiscal year ended August 31, 1996, the Company's  Quarterly  Report on Form 10-Q
for the quarter ended November 30, 1996, the Company's  Quarterly Report on Form
10-Q for the quarter  ended March 1, 1997,  all the reports filed by the Company
with the Securities and Exchange  Commission pursuant to Sections 13(a) and (c),
14 and 15(d) of the Securities  Exchange Act of 1934 since the end of the fiscal
year  covered  by the  Company's  Annual  Report  referred  to  above,  and  the
description of the Company's  Common Stock  contained in its Form 10/A, File No.
0-10824  are  incorporated  by  reference  and made a part of this  registration
statement.

        All  reports  and  other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended,  prior to the filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

           Not Required.

Item 5.  Interests of Named Experts and Counsel

           Not Applicable.


Item 6.  Indemnification of Directors and Officers

        The  Company  is  organized  under  the  laws  of  The  Commonwealth  of
Massachusetts.   The  Massachusetts   Business  Corporation  Law  provides  that
indemnification of directors,  officers,  employees, and other agents of another
organization,  or who serve at its request is any  capacity  with respect to any
employee  benefit plan, may be provided by the  corporation  to whatever  extent
specified in its charter documents or votes adopted by its shareholders,  except
that no  indemnification  may be  provided  for any person  with  respect to any
matter as to which the person shall have been  adjudicated in any proceeding not
to have acted in good faith in the reasonable  belief that his action was in the
best interest of the  corporation.  Under  Massachusetts  law, a corporation can
purchase and maintain  insurance on behalf of any person  against any  liability
incurred as a  director,  officer,  employee,  agent,  or person  serving at the
request of the corporation as a director,  officer,  employee, or other agent of
another  organization  or with  respect to any  employee  benefit  plan,  in his
capacity  as such,  whether  or not the  corporation  would have power to itself
indemnify him against such liability.


                                       -2-
                                                         

<PAGE>



        The Company's Articles of Organization  provide that its directors shall
not be liable to the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director,  except to the extent that the exculpation from
liabilities is not permitted under the Massachusetts Business Corporation Law as
in effect at the time such liability is determined. The By-Laws provide that the
Company shall indemnify its directors and officers to the full extent  permitted
by the laws of The Commonwealth of Massachusetts. In addition, the Company holds
a Directors and Officer Liability and Corporate Indemnification Policy.

Item 7.  Exemption from Registration Claimed

        Not Applicable.

Item 8.        Exhibits.


Exhibit 4(a).                       Form of Stock Option Agreements and Schedule
                                    of Agreements.

Exhibit 4(b).                       The Company's Restated Articles of Organiza-
                                    tion (filed as an exhibit to the Company's
                                    Registration Statement on Form S-1
                                    (No. 2-75230) and incorporated herein by
                                    reference).

Exhibit 4(c).                       Amendment  dated  January  5, 1982 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Quarterly Report
                                    on Form 10-Q for the quarter ended  February
                                    27,   1982  and   incorporated   herein   by
                                    reference).

Exhibit 4(d).                       Amendment  dated  January 24, 1983 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Quarterly Report
                                    on Form 10-Q for the quarter ended  February
                                    26,   1983  and   incorporated   herein   by
                                    reference).

Exhibit 4(e).                       Amendment  dated  January 17, 1984 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Quarterly Report
                                    on Form 10-Q for the quarter ended  February
                                    25,   1984  and   incorporated   herein   by
                                    reference).

Exhibit 4(f).                       Amendment  dated  December 9, 1987 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Quarterly Report
                                    on Form 10-Q for the quarter ended  November
                                    28,   1987  and   incorporated   herein   by
                                    reference).

Exhibit 4(g).                       Amendment  dated  January 24, 1994 to
                                    an exhibit to the Company's Annual Report on
                                    Form 10-K for the year ended August 31, 1994
                                    and incorporated herein by reference).


                                       -3-


                                                         

<PAGE>



Exhibit 4(h).                       Amendment  dated  August 31,  1994 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Annual Report on
                                    Form 10-K for the year ended August 31, 1994
                                    and incorporated herein by reference).

Exhibit 4(i).                       The Company's By-laws (filed as an exhibit
                                    to the Company's Registration Statement on
                                    Form S-1 (No. 2-75230) and incorporated
                                    herein by reference).

Exhibit 4(j).                       Amendment  dated  October 20, 1987 to
                                    the  By-laws  (filed  as an  exhibit  to the
                                    Company's Annual Report on Form 10-K for the
                                    fiscal  year  ended   August  31,  1987  and
                                    incorporated herein by reference).

Exhibit 4(k).                       Amendment  dated  October 16, 1989 to
                                    the  By-laws  (filed  as an  exhibit  to the
                                    Company's Annual Report on Form 10-K for the
                                    fiscal  year  ended   August  31,  1989  and
                                    incorporated herein by reference).

Exhibit 5.                          Opinion of Ropes & Gray.

Exhibit 23(a).                      Consent of Ropes & Gray (contained in
                                    Exhibit 5).

Exhibit 23(b).                      Consent of Arthur Andersen LLP.

Exhibit 24.                         Power of Attorney  (included as part of
                                    the  signature  pages  to this  Registration
                                    Statement).

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 the  registration
        statement or any material change to such information in the registration
        statement;


                                       -4-


                                                         

<PAGE>



provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) will not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

        (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 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (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.


                                       -5-

                                                         

<PAGE>



                                   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 Waltham,  Commonwealth of Massachusetts,  on this 2nd
day of July, 1997.
                                           Genome Therapeutics Corp.


                                            By: /s/ Fenel M. Eloi
                                            Title: Vice President, Treasurer and
                                                   Chief Financial Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Hennessey and Fenel M. Eloi and each of
them,  with  full  power  to  act  without  the  other,   his  true  and  lawful
attorneys-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
or all  amendments  to this  registration  statement,  including  post-effective
amendments,  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 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
attorneys-in-fact  and agents or any substitutes 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>
<S>                                      <C>                                            <C>

    Name                                     Title                                          Date

/s/ Robert J. Hennessey                    Chairman of the Board;                         July 2, 1997
--------------------------                 President and Chief
Robert J. Hennessey                        Executive Officer (Principal
                                           Executive Officer)


/s/ Philip Leder                           Director                                       July 2, 1997
__________________________
Philip Leder




/s/ Lawrence Levy                          Director                                       July 2, 1997
__________________________
Lawrence Levy



                                       -6-



<PAGE>


    Name                                     Title                                          Date


/s/ Donald J. McCarren                     Director                                       July 2, 1997
----------------------------
Donald J. McCarren



/s/ Steven M. Rauscher                     Director                                       July 2, 1997
-----------------------------
Steven M. Rauscher


/s/ Michael Rosenblatt                     Director                                       July 2, 1997
_____________________________
Michael Rosenblatt



/s/ Fenel M. Eloi                          Vice President; Treasurer and                   July 2, 1997
----------------------------------         Chief Financial Officer
Fenel M. Eloi                              (Principal Financial and
                                           Accounting Officer)

</TABLE>




                                       -7-



<PAGE>

<TABLE>
<CAPTION>
<S>               <C>                                                                <C> 



                                  EXHIBIT INDEX

Number                           Title of Exhibit                                                 Page

4(a).              Form of Stock Option Agreements and Schedule                                     9
                   of Agreements

5.                 Opinion of Ropes & Gray                                                          14

23(a).             Consent of Ropes & Gray                                              Contained in Exhibit 5

23(b).             Consent of Arthur Andersen LLP                                                   16

24.                Power of Attorney                                                    Included as Part of Signature
                                                                                        Pages to this Registration
</TABLE>


                                       -8-



<PAGE>
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{"company-data": {"conformed-name": "GENOME THERAPEUTICS CORP", "cik": "0000356830", "assigned-sic": "2835", "irs-number": "042297484", "state-of-incorporation": "MA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30617", "film-number": "97635399"}, "business-address": {"street1": "1OO BEAVER ST", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178935007"}, "mail-address": {"street1": "100 BEAVER STREET", "city": "WALTHAM", "state": "MA", "zip": "02154"}, "former-company": {"former-conformed-name": "COLLABORATIVE RESEARCH INC", "date-changed": "19920703"}}
Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            GENOME THERAPEUTICS CORP.
               (Exact name of issuer as specified in its charter)

 MASSACHUSETTS                                                04-2297484
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)
                                100 Beaver Street
                          Waltham, Massachusetts 02154
           (Address of Principal Executive offices including zip code)

                             STOCK OPTION AGREEMENTS
                            (Full title of the Plan)
                                  Fenel M. Eloi
                            Genome Therapeutics Corp.
                                100 Beaver Street
                          Waltham, Massachusetts 02154
                     (Name and address of agent for service)

                                 (617) 893-5007
          (Telephone number, including area code, of agent for service)

                  Please send copies of all communications to:

                              David C. Chapin, Esq.
                                  Ropes & Gray
                             One International Place
                        Boston, Massachusetts 02110-2624
                            Telephone: (617) 951-7371
Proposed              Proposed
Title of                                            Maximum               Maximum
Securities                 Amount                   Offering              Aggregate              Amount of
To Be                      To Be                    Price Per             Offering               Registration
Registered                 Registered               Share
Price
Fee

Common Stock,              215,000                  $8.3125               $1,787,187.50          $542
$.10 par value.
-------------------------
Estimated  solely for the purpose of calculating the registration fee on the
basis of the average  high and low prices of the Common Stock as reported by the
National  Association  of  Securities  Dealers  Automated  Quotation  System  on
June 27, 1997. Exhibit Index can be found on page 8.
This is page 1 of 16 pages.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

        The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
August 31, 1996,  the Company's  amended  Annual Report on Form 10-K/A-1 for the
fiscal year ended August 31, 1996, the Company's  Quarterly  Report on Form 10-Q
for the quarter ended November 30, 1996, the Company's  Quarterly Report on Form
10-Q for the quarter  ended March 1, 1997,  all the reports filed by the Company
with the Securities and Exchange  Commission pursuant to Sections 13(a) and (c),
14 and 15(d) of the Securities  Exchange Act of 1934 since the end of the fiscal
year  covered  by the  Company's  Annual  Report  referred  to  above,  and  the
description of the Company's  Common Stock  contained in its Form 10/A, File No.
0-10824  are  incorporated  by  reference  and made a part of this  registration
statement.

        All  reports  and  other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended,  prior to the filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

           Not Required.

Item 5.  Interests of Named Experts and Counsel

           Not Applicable.

Item 6.  Indemnification of Directors and Officers

        The  Company  is  organized  under  the  laws  of  The  Commonwealth  of
Massachusetts.   The  Massachusetts   Business  Corporation  Law  provides  that
indemnification of directors,  officers,  employees, and other agents of another
organization,  or who serve at its request is any  capacity  with respect to any
employee  benefit plan, may be provided by the  corporation  to whatever  extent
specified in its charter documents or votes adopted by its shareholders,  except
that no  indemnification  may be  provided  for any person  with  respect to any
matter as to which the person shall have been  adjudicated in any proceeding not
to have acted in good faith in the reasonable  belief that his action was in the
best interest of the  corporation.  Under  Massachusetts  law, a corporation can
purchase and maintain  insurance on behalf of any person  against any  liability
incurred as a  director,  officer,  employee,  agent,  or person  serving at the
request of the corporation as a director,  officer,  employee, or other agent of
another  organization  or with  respect to any  employee  benefit  plan,  in his
capacity  as such,  whether  or not the  corporation  would have power to itself
indemnify him against such liability.

                                       -2-
The Company's Articles of Organization  provide that its directors shall
not be liable to the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director,  except to the extent that the exculpation from
liabilities is not permitted under the Massachusetts Business Corporation Law as
in effect at the time such liability is determined. The By-Laws provide that the
Company shall indemnify its directors and officers to the full extent  permitted
by the laws of The Commonwealth of Massachusetts. In addition, the Company holds
a Directors and Officer Liability and Corporate Indemnification Policy.

Item 7.  Exemption from Registration Claimed

        Not Applicable.

Item 8.        Exhibits.

Exhibit 4(a).                       Form of Stock Option Agreements and Schedule
                                    of Agreements.

Exhibit 4(b).                       The Company's Restated Articles of Organiza-
                                    tion (filed as an exhibit to the Company's
                                    Registration Statement on Form S-1
                                    (No. 2-75230) and incorporated herein by
                                    reference).

Exhibit 4(c).                       Amendment  dated  January  5, 1982 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Quarterly Report
                                    on Form 10-Q for the quarter ended  February
                                    27,   1982  and   incorporated   herein   by
                                    reference).

Exhibit 4(d).                       Amendment  dated  January 24, 1983 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Quarterly Report
                                    on Form 10-Q for the quarter ended  February
                                    26,   1983  and   incorporated   herein   by
                                    reference).

Exhibit 4(e).                       Amendment  dated  January 17, 1984 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Quarterly Report
                                    on Form 10-Q for the quarter ended  February
                                    25,   1984  and   incorporated   herein   by
                                    reference).

Exhibit 4(f).                       Amendment  dated  December 9, 1987 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Quarterly Report
                                    on Form 10-Q for the quarter ended  November
                                    28,   1987  and   incorporated   herein   by
                                    reference).

Exhibit 4(g).                       Amendment  dated  January 24, 1994 to
                                    an exhibit to the Company's Annual Report on
                                    Form 10-K for the year ended August 31, 1994
                                    and incorporated herein by reference).

                                       -3-
Exhibit 4(h).                       Amendment  dated  August 31,  1994 to
                                    Restated Articles of Organization  (filed as
                                    an exhibit to the Company's Annual Report on
                                    Form 10-K for the year ended August 31, 1994
                                    and incorporated herein by reference).

Exhibit 4(i).                       The Company's By-laws (filed as an exhibit
                                    to the Company's Registration Statement on
                                    Form S-1 (No. 2-75230) and incorporated
                                    herein by reference).

Exhibit 4(j).                       Amendment  dated  October 20, 1987 to
                                    the  By-laws  (filed  as an  exhibit  to the
                                    Company's Annual Report on Form 10-K for the
                                    fiscal  year  ended   August  31,  1987  and
                                    incorporated herein by reference).

Exhibit 4(k).                       Amendment  dated  October 16, 1989 to
                                    the  By-laws  (filed  as an  exhibit  to the
                                    Company's Annual Report on Form 10-K for the
                                    fiscal  year  ended   August  31,  1989  and
                                    incorporated herein by reference).

Exhibit 5.                          Opinion of Ropes & Gray.

Exhibit 23(a).                      Consent of Ropes & Gray (contained in
                                    Exhibit 5).

Exhibit 23(b).                      Consent of Arthur Andersen LLP.

Exhibit 24.                         Power of Attorney  (included as part of
                                    the  signature  pages  to this  Registration
                                    Statement).

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 the  registration
        statement or any material change to such information in the registration
        statement;

                                       -4-
provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) will not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

        (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 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (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.

                                       -5-
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 Waltham,  Commonwealth of Massachusetts,  on this 2nd
day of July, 1997.
                                           Genome Therapeutics Corp.

                                            By: /s/ Fenel M. Eloi
                                            Title: Vice President, Treasurer and
                                                   Chief Financial Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Hennessey and Fenel M. Eloi and each of
them,  with  full  power  to  act  without  the  other,   his  true  and  lawful
attorneys-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
or all  amendments  to this  registration  statement,  including  post-effective
amendments,  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 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
attorneys-in-fact  and agents or any substitutes 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.
Name                                     Title                                          Date

/s/ Robert J. Hennessey                    Chairman of the Board;                         July 2, 1997
--------------------------                 President and Chief
Robert J. Hennessey                        Executive Officer (Principal
                                           Executive Officer)

/s/ Philip Leder                           Director                                       July 2, 1997
__________________________
Philip Leder

/s/ Lawrence Levy                          Director                                       July 2, 1997
__________________________
Lawrence Levy

                                       -6-
Name                                     Title                                          Date

/s/ Donald J. McCarren                     Director                                       July 2, 1997
----------------------------
Donald J. McCarren

/s/ Steven M. Rauscher                     Director                                       July 2, 1997
-----------------------------
Steven M. Rauscher

/s/ Michael Rosenblatt                     Director                                       July 2, 1997
_____________________________
Michael Rosenblatt

/s/ Fenel M. Eloi                          Vice President; Treasurer and                   July 2, 1997
----------------------------------         Chief Financial Officer
Fenel M. Eloi                              (Principal Financial and
                                           Accounting Officer)
-7-
EXHIBIT INDEX

Number                           Title of Exhibit                                                 Page

4(a).              Form of Stock Option Agreements and Schedule                                     9
                   of Agreements

5.                 Opinion of Ropes & Gray                                                          14

23(a).             Consent of Ropes & Gray                                              Contained in Exhibit 5

23(b).             Consent of Arthur Andersen LLP                                                   16

24.                Power of Attorney                                                    Included as Part of Signature
                                                                                        Pages to this Registration
-8-