As filed with the Securities and Exchange Commission on May 22, 1997

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Martek Biosciences Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   52-1399362
 -------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                   6480 Dobbin Road, Columbia, Maryland 21045
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

              Martek Biosciences Corporation 1997 Stock Option Plan
                            (Full title of the plans)

                                   Steve Dubin
        Chief Financial Officer, General Counsel, Secretary and Treasurer
                         Martek Biosciences Corporation
                                6480 Dobbin Road
                            Columbia Maryland  21045
                     (Name and address of agent for service)

                                 (410) 740-0081
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                Michael J. Silver
                             Hogan & Hartson L.L.P.
                            111 South Calvert Street
                            Baltimore, Maryland 21202
                                 (410) 659-2741
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE


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

Title of securities    Amount to be        Proposed         Proposed maximum       Amount of
  to be registered     registered(1)    maximum offering    aggregate offering  registration fee(1)
                                       price per share(1)       price(1)

---------------------- -------------- -------------------- -------------------- --------------------
<S>                    <C>                <C>             <C>                   <C>    

Common Stock, par      (a)    22,150     (a)$25.00        (a)$   553,750        (a)$  167.80
value $.10 per share   (b)    10,000     (b)$16.50        (b)$   165,000        (b)$   50.00
                       (c)   717,850     (c)$16.25        (c)$11,665,062        (c)$3,534.86
                                                                                Total Fee:$3,752.66
---------------------- ------------- --------------------- -------------------- --------------------
</TABLE>
     (1) Pursuant to Rule  457(h)(1),  the proposed  maximum  offering price per
share,  proposed  maximum  aggregate  offering  price  and  the  amount  of  the
registration  fee are based on (a) the option exercise price of $25.00 per share
for 22,150 shares issuable upon exercise of currently  outstanding  options, (b)
the option  exercise  price of $16.50 per share for 10,000 shares  issuable upon
exercise  of  currently  outstanding  options and (c) the average of the bid and
asked prices of $16.25 per share of Martek Biosciences  Corporation Common Stock
on the NASDAQ  /National Market System on May 15, 1997 with respect to the other
717,850 shares otherwise issuable under the plan listed above.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in Part I will be sent
or given to each  person  eligible  to  participate  in the  Martek  Biosciences
Corporation 1997 Stock Option Plan as provided by Rule 428(b)(1).  In accordance
with the  instructions  to Part I of Form S-8, such  documents will not be filed
with  the  Commission  either  as  part  of this  Registration  Statement  or as
prospectuses or prospectus supplements pursuant to Rule 424.

                              PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
          Martek Biosciences  Corporation (the "Registrant") hereby incorporates
     by reference into this registration statement the following documents:

               (a)  The  Registrant's  Annual  Report  on Form 10-K for the year
                    ended  October  31,  1996;

               (b)  All  reports   filed  with  the   Securities   and  Exchange
                    Commission  pursuant  to  Section  13(a)  or  15(d)  of  the
                    Securities  Exchange Act of 1934, as amended (the  "Exchange
                    Act"), since October 31, 1996; and

               (c)  The description of the  Registrant's  Common Stock contained
                    in the Registrant's Registration Statement on Form 8-A filed
                    with the Securities and Exchange  Commission on September 9,
                    1993, registering shares of Common Stock pursuant to Section
                    12(g) of the Exchange Act.

     In addition,  all documents filed by the Registrant  subsequent to the date
hereof  pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange  Act,
subsequent to the filing of this Registration  Statement and prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
hereof from the date of the filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  shall be deemed to be modified or  superseded to the
extent that a statement contained in any other subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such prior  statement.  The documents  required to be so modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as so modified or superseded.

     To the extent that any proxy statement is incorporated by reference herein,
such  incorporation  shall not include any  information  contained in such proxy
statement which is not, pursuant to the Commission's rules, deemed to be "filed"
with the Commission or subject to the  liabilities of Section 18 of the Exchange
Act.
<PAGE>

Item 4.           Description of Securities.

     A description of the Registrant's Common Stock is incorporated by reference
into this Registration Statement under Item 3.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

     Item 15 of Part II of the Registration  Statement of the Registrant on Form
S-3  (Registration  No. 33-96537) is hereby  incorporated by reference into this
Registration Statement.

                                      * * *

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (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 the 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.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

         Exhibit
         Number        Description
         -------       -----------
          4.1(e)       Martek Biosciences Corporation 1997 Stock Option
                       Plan ("Stock Plan")

          5            Opinion of Hogan & Hartson L.L.P. Regarding the Legality
                       of the Shares of Common Stock Being Registered

          24.1         Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)

          24.2         Consent of Ernst & Young LLP, Independent Auditors

          25.1         Power of Attorney (contained on signature page)


Item 9.  Undertakings.
<PAGE>

     (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;

                    (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.

                    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  Exchange Act that are  incorporated  by
               reference in the 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
          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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) The  undertaking  concerning  indemnification  is set  forth  under the
response to Item 6.
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of Columbia,  State of Maryland,  on this 22nd day of
May, 1997.

                                               MARTEK BIOSCIENCES CORPORATION

                                               By:   /s/ Henry Linsert Jr.
                                                  -------------------------
                                                         Henry Linsert, Jr.
                                            Chairman and Chief Executive Officer

     We,  the   undersigned   officers  and  directors  of  Martek   Biosciences
Corporation,  hereby  severally and  individually  constitute  and appoint Steve
Dubin and Michael J. Silver, and each of them, the true and lawful attorneys and
agents  of each of us to  execute  in the  name,  place  and stead of each of us
(individually  and in any capacity  stated below) any and all amendments to this
Registration  Statement on Form S-8, and all instruments  necessary or advisable
in connection  therewith and to file the same with the  Securities  and Exchange
Commission,  each of said  attorneys  and  agents  to have  power to act with or
without the other and to have full power and  authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever  necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the  undersigned  might or could do in person,  and we hereby  ratify and
confirm our  signatures  as they may be signed by our said  attorneys and agents
and each of them to any and all such amendment and amendments.

     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 date indicated.


Signature                                 Title                        Date

    /s/ Henry Linsert, Jr.     Chairman and Chief Executive        May 22, 1997
  ------------------------                          Officer
                               (Principal Executive Officer)
     Henry Linsert, Jr.                             
 
    /s/ Steve Dubin                 Chief Financial Officer        May 22, 1997
  ------------------------   General Counsel, Secretary and
                             Treasurer (Principal Financial
                           Officer and Principal Accounting
                                                    Officer)

     Steve Dubin             

Board of Directors:

By: /s/ Henry Linsert, Jr.              Director                   May 22, 1997
---------------------------------
     Henry Linsert, Jr.

By:                                     Director                   May 22, 1997
---------------------------------
     Jules Blake
<PAGE>

By:                                     Director                   May 22, 1997
---------------------------------
     Bruce E. Elmblad

By: /s/ Ann L. Johnson                  Director                   May 22, 1997
---------------------------------
     Ann L. Johnson

By: /s/ Douglas J. MacMaster, Jr.       Director                   May 22, 1997
---------------------------------
     Douglas J. MacMaster, Jr.

By: /s/ John H. Mahar                   Director                   May 22, 1997
---------------------------------
     John H. Mahar

By: /s/ Sandra Panem                    Director                   May 22, 1997
---------------------------------
     Sandra Panem

By: /s/ Richard J. Radmer               Director                   May 22, 1997
---------------------------------
     Richard J. Radmer

By: /s/ Eugene H. Rotberg               Director                   May 22, 1997
---------------------------------
     Eugene H. Rotberg

By: /s/ William D. Smart                Director                   May 22, 1997
---------------------------------
     William D. Smart


<PAGE>

                                  EXHIBIT INDEX
--------------------------------------------------------------------------------



Exhibit                                                             Sequential
Number          Description                                         Page Number
-------         -----------                                         -----------
  4.1(e)        Martek Biosciences Corporation 1997
                Employee Stock Option Plan ("Stock Plan")

  5             Opinion of Counsel Regarding
                the Legality of the Shares of Common
                Stock Being Registered

  24.1          Consent of Counsel                                       *   

  24.2          Consent of Ernst & Young LLP, Independent Auditors

  25            Powers of Attorney                                       **   

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

*               Included in Exhibit 5.

**              Contained on signature page.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17737}]
{"company-data": {"conformed-name": "MARTEK BIOSCIENCES CORP", "cik": "0000892025", "assigned-sic": "2836", "irs-number": "521399362", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27671", "film-number": "97613266"}, "business-address": {"street1": "6480 DOBBIN RD", "city": "COLUMBIA", "state": "MD", "zip": "21045", "phone": "4107400081"}, "mail-address": {"street1": "6480 DOBBIN RD", "city": "COLUMBIA", "state": "MD", "zip": "21045"}}
As filed with the Securities and Exchange Commission on May 22, 1997

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Martek Biosciences Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   52-1399362
 -------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                   6480 Dobbin Road, Columbia, Maryland 21045
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

              Martek Biosciences Corporation 1997 Stock Option Plan
                            (Full title of the plans)

                                   Steve Dubin
        Chief Financial Officer, General Counsel, Secretary and Treasurer
                         Martek Biosciences Corporation
                                6480 Dobbin Road
                            Columbia Maryland  21045
                     (Name and address of agent for service)

                                 (410) 740-0081
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                Michael J. Silver
                             Hogan & Hartson L.L.P.
                            111 South Calvert Street
                            Baltimore, Maryland 21202
                                 (410) 659-2741
CALCULATION OF REGISTRATION FEE

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

Title of securities    Amount to be        Proposed         Proposed maximum       Amount of
  to be registered     registered(1)    maximum offering    aggregate offering  registration fee(1)
                                       price per share(1)       price(1)

---------------------- -------------- -------------------- -------------------- --------------------
Common Stock, par      (a)    22,150     (a)$25.00        (a)$   553,750        (a)$  167.80
value $.10 per share   (b)    10,000     (b)$16.50        (b)$   165,000        (b)$   50.00
                       (c)   717,850     (c)$16.25        (c)$11,665,062        (c)$3,534.86
                                                                                Total Fee:$3,752.66
---------------------- ------------- --------------------- -------------------- --------------------
(1) Pursuant to Rule  457(h)(1),  the proposed  maximum  offering price per
share,  proposed  maximum  aggregate  offering  price  and  the  amount  of  the
registration  fee are based on (a) the option exercise price of $25.00 per share
for 22,150 shares issuable upon exercise of currently  outstanding  options, (b)
the option  exercise  price of $16.50 per share for 10,000 shares  issuable upon
exercise  of  currently  outstanding  options and (c) the average of the bid and
asked prices of $16.25 per share of Martek Biosciences  Corporation Common Stock
on the NASDAQ  /National Market System on May 15, 1997 with respect to the other
717,850 shares otherwise issuable under the plan listed above.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in Part I will be sent
or given to each  person  eligible  to  participate  in the  Martek  Biosciences
Corporation 1997 Stock Option Plan as provided by Rule 428(b)(1).  In accordance
with the  instructions  to Part I of Form S-8, such  documents will not be filed
with  the  Commission  either  as  part  of this  Registration  Statement  or as
prospectuses or prospectus supplements pursuant to Rule 424.

                              PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
          Martek Biosciences  Corporation (the "Registrant") hereby incorporates
     by reference into this registration statement the following documents:

               (a)  The  Registrant's  Annual  Report  on Form 10-K for the year
                    ended  October  31,  1996;

               (b)  All  reports   filed  with  the   Securities   and  Exchange
                    Commission  pursuant  to  Section  13(a)  or  15(d)  of  the
                    Securities  Exchange Act of 1934, as amended (the  "Exchange
                    Act"), since October 31, 1996; and

               (c)  The description of the  Registrant's  Common Stock contained
                    in the Registrant's Registration Statement on Form 8-A filed
                    with the Securities and Exchange  Commission on September 9,
                    1993, registering shares of Common Stock pursuant to Section
                    12(g) of the Exchange Act.

     In addition,  all documents filed by the Registrant  subsequent to the date
hereof  pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange  Act,
subsequent to the filing of this Registration  Statement and prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
hereof from the date of the filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  shall be deemed to be modified or  superseded to the
extent that a statement contained in any other subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such prior  statement.  The documents  required to be so modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as so modified or superseded.

     To the extent that any proxy statement is incorporated by reference herein,
such  incorporation  shall not include any  information  contained in such proxy
statement which is not, pursuant to the Commission's rules, deemed to be "filed"
with the Commission or subject to the  liabilities of Section 18 of the Exchange
Act.
Item 4.           Description of Securities.

     A description of the Registrant's Common Stock is incorporated by reference
into this Registration Statement under Item 3.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

     Item 15 of Part II of the Registration  Statement of the Registrant on Form
S-3  (Registration  No. 33-96537) is hereby  incorporated by reference into this
Registration Statement.

                                      * * *

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (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 the 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.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

         Exhibit
         Number        Description
         -------       -----------
          4.1(e)       Martek Biosciences Corporation 1997 Stock Option
                       Plan ("Stock Plan")

          5            Opinion of Hogan & Hartson L.L.P. Regarding the Legality
                       of the Shares of Common Stock Being Registered

          24.1         Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)

          24.2         Consent of Ernst & Young LLP, Independent Auditors

          25.1         Power of Attorney (contained on signature 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;

                    (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.

                    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  Exchange Act that are  incorporated  by
               reference in the 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
          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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) The  undertaking  concerning  indemnification  is set  forth  under the
response to Item 6.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of Columbia,  State of Maryland,  on this 22nd day of
May, 1997.

                                               MARTEK BIOSCIENCES CORPORATION

                                               By:   /s/ Henry Linsert Jr.
                                                  -------------------------
                                                         Henry Linsert, Jr.
                                            Chairman and Chief Executive Officer

     We,  the   undersigned   officers  and  directors  of  Martek   Biosciences
Corporation,  hereby  severally and  individually  constitute  and appoint Steve
Dubin and Michael J. Silver, and each of them, the true and lawful attorneys and
agents  of each of us to  execute  in the  name,  place  and stead of each of us
(individually  and in any capacity  stated below) any and all amendments to this
Registration  Statement on Form S-8, and all instruments  necessary or advisable
in connection  therewith and to file the same with the  Securities  and Exchange
Commission,  each of said  attorneys  and  agents  to have  power to act with or
without the other and to have full power and  authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever  necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the  undersigned  might or could do in person,  and we hereby  ratify and
confirm our  signatures  as they may be signed by our said  attorneys and agents
and each of them to any and all such amendment and amendments.

     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 date indicated.

Signature                                 Title                        Date

    /s/ Henry Linsert, Jr.     Chairman and Chief Executive        May 22, 1997
  ------------------------                          Officer
                               (Principal Executive Officer)
     Henry Linsert, Jr.                             
 
    /s/ Steve Dubin                 Chief Financial Officer        May 22, 1997
  ------------------------   General Counsel, Secretary and
                             Treasurer (Principal Financial
                           Officer and Principal Accounting
                                                    Officer)

     Steve Dubin             

Board of Directors:

By: /s/ Henry Linsert, Jr.              Director                   May 22, 1997
---------------------------------
     Henry Linsert, Jr.

By:                                     Director                   May 22, 1997
---------------------------------
     Jules Blake
By:                                     Director                   May 22, 1997
---------------------------------
     Bruce E. Elmblad

By: /s/ Ann L. Johnson                  Director                   May 22, 1997
---------------------------------
     Ann L. Johnson

By: /s/ Douglas J. MacMaster, Jr.       Director                   May 22, 1997
---------------------------------
     Douglas J. MacMaster, Jr.

By: /s/ John H. Mahar                   Director                   May 22, 1997
---------------------------------
     John H. Mahar

By: /s/ Sandra Panem                    Director                   May 22, 1997
---------------------------------
     Sandra Panem

By: /s/ Richard J. Radmer               Director                   May 22, 1997
---------------------------------
     Richard J. Radmer

By: /s/ Eugene H. Rotberg               Director                   May 22, 1997
---------------------------------
     Eugene H. Rotberg

By: /s/ William D. Smart                Director                   May 22, 1997
---------------------------------
     William D. Smart
EXHIBIT INDEX
--------------------------------------------------------------------------------

Exhibit                                                             Sequential
Number          Description                                         Page Number
-------         -----------                                         -----------
  4.1(e)        Martek Biosciences Corporation 1997
                Employee Stock Option Plan ("Stock Plan")

  5             Opinion of Counsel Regarding
                the Legality of the Shares of Common
                Stock Being Registered

  24.1          Consent of Counsel                                       *   

  24.2          Consent of Ernst & Young LLP, Independent Auditors

  25            Powers of Attorney                                       **   

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*               Included in Exhibit 5.

**              Contained on signature page.