As filed with the Commission on June 16, 1997 File No. 333-_____

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

                                   -----------

                             CYTOTHERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                 94-3078125
     -----------------------------------     --------------------------------
        (State or other jurisdiction of      (IRS Employer Identification No.)
         incorporation or organization)

                               Two Richmond Square
                         Providence, Rhode Island 02906
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                        1992 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                          Frederic A. Eustis, III, Esq.
                                    Secretary
                             CytoTherapeutics, Inc.
                               Two Richmond Square
                         Providence, Rhode Island 02906
                                 (410) 272-3310
 ------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                     <C>                     <C>                     <C>                      <C>


Title of Securities      Amount to be            Proposed maximum        Proposed maximum         Amount of
to be registered         registered              offering price per      aggregate offering       registration fee
                                                 share<F1>                price <F1>
Common Stock,            100,000 shares          $5.375                  $5,375,000               $163.00
par value $0.01
<FN>

<F1> Estimated  solely  for the  purpose of  determining  the  registration  fee
pursuant  to Rule  457(h) on the basis of the average of the high and low prices
of CytoTherapeutics,  Inc. Common Stock, par value $0.01, reported on NASDAQ/NMS
on June 10, 1997.
</FN>
</TABLE>



                               Page 1 of 6 pages.


                                       -1-


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation by Reference
         -----------------------------------------------

         Pursuant  to General  Instruction  E to Form S-8,  the  contents of the
Registrant's  Registration  Statement  on Form S-8 (File  Number  33-49524)  are
incorporated herein by reference thereto.


Item 8.  Exhibits.
         --------

Exhibit

4.1      Specimen Stock Certificate (incorporated by reference to Exhibit 4 of
         the Registrant's Registration Statement on Form S-1,
         File No. 33-45739).

5.1      Opinion of Ropes & Gray.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 
         to this registration statement).

24.1     Powers of Attorney (included in Part II of this registration statement
         under the caption "Signatures").

                                       -2-


<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  on Form S-8 to be signed on its behalf by the  undersigned  thereunto
duly authorized, in Providence, Rhode Island, on May 30, 1997.



                                      By  /s/ Seth A. Rudnick
                                          ____________________________________
                                          Seth A. Rudnick
                                          Chairman and Chief Executive Officer
                                          and Director


         Each person whose signature appears below constitutes and appoints Seth
A. Rudnick and Frederic A. Eustis,  and each of them singly, his or her true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to  this  registration  statement  on  Form  S-8  to  be  filed  by
CytoTherapeutics,  Inc., and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority  to be done in and about the  premises,  as fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities shown.

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


Signature                                  Capacity                                   Date
---------                                  --------                                   ----
/s/ Seth A. Rudnick                        Chairman, Chief Executive Officer          May 30, 1997
__________________________                 and Director (principal executive
Seth A. Rudnick                            officer)

/s/ Frederic A. Eustis                     Acting Chief Financial Officer, Vice       May 30, 1997
___________________________                President, General Counsel, Secretary
Frederic A. Eustis                         and Treasurer (principal financial
                                           officer)

/s/ Suzanne Fleming                        Controller (principal accounting           May 30, 1997
___________________________                officer)
Suzanne Fleming



                                       -3-


<PAGE>



Signature                                  Capacity                                   Date
---------                                  --------                                   ----
/s/ Edwin C. Cadman                        Director                                   May 30, 1997
---------------------------
Edwin C. Cadman

/s/ Donald R. Conklin                      Director                                   May 30, 1997
---------------------------
Donald R. Conklin
/s/ Patrick Aebischer
___________________________                Director                                   May 30, 1997
Patrick Aebischer

/s/ Mark J. Levin                          Director                                   May 30, 1997
--------------------------
Mark J. Levin

/s/ Richard J. Ramsden                     Director                                   May 30, 1997
--------------------------
Richard J. Ramsden

/s/ Peter K. Simon                         Director                                   May 30, 1997
--------------------------
Peter K. Simon

/s/ Sandra Nusinoff Lehrman                Director                                   May 30, 1997
--------------------------
Sandra Nusinoff Lehrman

</TABLE>



                                       -4-


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "CYTOTHERAPEUTICS, INC.", "secsgml_size_bytes": 7893}]
{"company-data": {"conformed-name": "CYTOTHERAPEUTICS INC/DE", "cik": "0000883975", "assigned-sic": "2836", "irs-number": "943078125", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29335", "film-number": "97624907"}, "business-address": {"street1": "2 RICHMOND SQUARE", "city": "PROVIDENCE", "state": "RI", "zip": "02906", "phone": "4012723310"}, "mail-address": {"street1": "2 RICHMOND SQUARE", "city": "PROVIDENCE", "state": "RI", "zip": "02906"}}
As filed with the Commission on June 16, 1997 File No. 333-_____

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

                                   -----------

                             CYTOTHERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                 94-3078125
     -----------------------------------     --------------------------------
        (State or other jurisdiction of      (IRS Employer Identification No.)
         incorporation or organization)

                               Two Richmond Square
                         Providence, Rhode Island 02906
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                        1992 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                          Frederic A. Eustis, III, Esq.
                                    Secretary
                             CytoTherapeutics, Inc.
                               Two Richmond Square
                         Providence, Rhode Island 02906
                                 (410) 272-3310
 ------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities      Amount to be            Proposed maximum        Proposed maximum         Amount of
to be registered         registered              offering price per      aggregate offering       registration fee
                                                 share
price
Common Stock,            100,000 shares          $5.375                  $5,375,000               $163.00
par value $0.01
Estimated  solely  for the  purpose of  determining  the  registration  fee
pursuant  to Rule  457(h) on the basis of the average of the high and low prices
of CytoTherapeutics,  Inc. Common Stock, par value $0.01, reported on NASDAQ/NMS
on June 10, 1997.
Page 1 of 6 pages.

                                       -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation by Reference
         -----------------------------------------------

         Pursuant  to General  Instruction  E to Form S-8,  the  contents of the
Registrant's  Registration  Statement  on Form S-8 (File  Number  33-49524)  are
incorporated herein by reference thereto.

Item 8.  Exhibits.
         --------

Exhibit

4.1      Specimen Stock Certificate (incorporated by reference to Exhibit 4 of
         the Registrant's Registration Statement on Form S-1,
         File No. 33-45739).

5.1      Opinion of Ropes & Gray.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 
         to this registration statement).

24.1     Powers of Attorney (included in Part II of this registration statement
         under the caption "Signatures").

                                       -2-
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  on Form S-8 to be signed on its behalf by the  undersigned  thereunto
duly authorized, in Providence, Rhode Island, on May 30, 1997.

                                      By  /s/ Seth A. Rudnick
                                          ____________________________________
                                          Seth A. Rudnick
                                          Chairman and Chief Executive Officer
                                          and Director

         Each person whose signature appears below constitutes and appoints Seth
A. Rudnick and Frederic A. Eustis,  and each of them singly, his or her true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to  this  registration  statement  on  Form  S-8  to  be  filed  by
CytoTherapeutics,  Inc., and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority  to be done in and about the  premises,  as fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities shown.
Signature                                  Capacity                                   Date
---------                                  --------                                   ----
/s/ Seth A. Rudnick                        Chairman, Chief Executive Officer          May 30, 1997
__________________________                 and Director (principal executive
Seth A. Rudnick                            officer)

/s/ Frederic A. Eustis                     Acting Chief Financial Officer, Vice       May 30, 1997
___________________________                President, General Counsel, Secretary
Frederic A. Eustis                         and Treasurer (principal financial
                                           officer)

/s/ Suzanne Fleming                        Controller (principal accounting           May 30, 1997
___________________________                officer)
Suzanne Fleming

                                       -3-
Signature                                  Capacity                                   Date
---------                                  --------                                   ----
/s/ Edwin C. Cadman                        Director                                   May 30, 1997
---------------------------
Edwin C. Cadman

/s/ Donald R. Conklin                      Director                                   May 30, 1997
---------------------------
Donald R. Conklin
/s/ Patrick Aebischer
___________________________                Director                                   May 30, 1997
Patrick Aebischer

/s/ Mark J. Levin                          Director                                   May 30, 1997
--------------------------
Mark J. Levin

/s/ Richard J. Ramsden                     Director                                   May 30, 1997
--------------------------
Richard J. Ramsden

/s/ Peter K. Simon                         Director                                   May 30, 1997
--------------------------
Peter K. Simon

/s/ Sandra Nusinoff Lehrman                Director                                   May 30, 1997
--------------------------
Sandra Nusinoff Lehrman
-4-