As filed with the Commission on October 6, 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)

                     StemCells, Inc. 1996 Stock Option Plan

                           1997 CytoTherapeutics, Inc.
                      StemCells Research Stock Option 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)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

<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(1)                price (1)
Common Stock,            2,182,620               $4.8459                 $10,576,827              $3206.00
par value $0.01          shares
</TABLE>

(1) The  maximum  aggregate  offering  price for the shares of the  Registrant's
Common Stock, $.01 par value offered hereby is based (i) on the weighted average
exercise  price of the  1,782,620  shares  issuable upon the exercise of options
previously granted and (ii) for the remaining shares is 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 September 30, 1997.





                                       -1-


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates the following documents herein by reference:

(a)      The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996 (which  incorporates by reference certain information
         from the  Registrant's  Proxy  Statement  relating  to the 1997  Annual
         Meeting of Stockholders).

(b)      The Registrant's Quarterly Reports on Form 10-Q for the quarters ended 
         March 31, 1997 and June 30, 1997.

(c)      The Registrant's Current Report on Form 8-K filed on August 18, 1997.

(d)      The Registrant's Current Report on Form 8-K filed on October 6, 1997.

(e)      The description of the common stock of the Registrant contained in the 
         Registrant's Registration Statement on Form 8-A (File No. 1-19871), 
         including all amendments and reports filed for the purpose of updating 
         such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  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  herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

No material interests.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether  civil,  criminal or  investigative  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  Section  145 further
provides that a corporation  similarly may indemnify any such person  serving in
any such  capacity who was or is a party or is  threatened to be made a party to
any  threatened,  pending or completed  action or suit by or in the right of the
corporation to procure a judgment in its favor,  against  expenses  actually and
reasonably  incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he  reasonably  believed to be
in or not opposed to the best interests of the corporation and except that no

                                       -2-


<PAGE>



indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the Delaware  Court of Chancery or such other
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

          Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided  that  such  provision  shall  not  eliminate  or limit  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a  knowing  violation  of law,  (iii)  under  Section  174 of the
Delaware General  Corporation Law (relating to unlawful payment of dividends and
unlawful stock purchase and redemption),  or (iv) for any transaction from which
the director derived an improper personal benefit.

          The Registrant's  Restated  Certificate of Incorporation,  as amended,
provides that the Company's  Directors  shall not be liable to the Registrant or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except  to  the  extent  that  exculpation  from  liabilities  is not
permitted  under the Delaware  General  Corporation Law as in effect at the time
such liability is determined.  The Restated  Certificate  of  Incorporation,  as
amended,  further provides that the Registrant shall indemnify its directors and
officers to the full extent permitted by the law of the State of Delaware.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

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 5.1 
         to this registration statement).

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

99.1.    StemCells, Inc. 1996 Stock Option Plan.

99.2     Registrant's 1997 StemCells Research Stock Option Plan the (the 
         "1997 Plan").

99.3.    Form of Performance -- Based Incentive Option Agreement Issued Under 
         the 1997 Plan.

                                       -3-


<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 this registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
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 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)  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.


                                       -4-


<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 September 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, Frederic A. Eustis and John McBride, 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
---------               --------                             ----
                        Chairman, Chief Executive Officer    September 30, 1997
/s/ Seth A. Rudnick     and Director (principal executive
-------------------     officer)   
Seth A. Rudnick                           

                        Chief Financial Officer, Vice        September 30, 1997
/s/ John McBride        President and Treasurer (principal
-------------------     financial officer) 
John McBride                               
                        Controller (principal accounting     September 30, 1997
/s/ Suzanne Fleming     officer)
-------------------
Suzanne Fleming
                        Director                             September 30, 1997
/s/ Edwin C. Cadman
-------------------
Edwin C. Cadman


                                       -5-


<PAGE>



Signature                  Capacity                         Date
----------                 --------                         ----

/s/ Donald R. Conklin      Director                         September 30, 1997
----------------------
Donald R. Conklin

                             
/s/ Patrick Aebischer      Director                          September 30, 1997
----------------------
Patrick Aebischer

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

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

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






                                       -6-
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{"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": "333-37313", "film-number": "97691543"}, "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 October 6, 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)

                     StemCells, Inc. 1996 Stock Option Plan

                           1997 CytoTherapeutics, Inc.
                      StemCells Research Stock Option 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(1)                price (1)
Common Stock,            2,182,620               $4.8459                 $10,576,827              $3206.00
par value $0.01          shares
(1) The  maximum  aggregate  offering  price for the shares of the  Registrant's
Common Stock, $.01 par value offered hereby is based (i) on the weighted average
exercise  price of the  1,782,620  shares  issuable upon the exercise of options
previously granted and (ii) for the remaining shares is 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 September 30, 1997.

                                       -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates the following documents herein by reference:

(a)      The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996 (which  incorporates by reference certain information
         from the  Registrant's  Proxy  Statement  relating  to the 1997  Annual
         Meeting of Stockholders).

(b)      The Registrant's Quarterly Reports on Form 10-Q for the quarters ended 
         March 31, 1997 and June 30, 1997.

(c)      The Registrant's Current Report on Form 8-K filed on August 18, 1997.

(d)      The Registrant's Current Report on Form 8-K filed on October 6, 1997.

(e)      The description of the common stock of the Registrant contained in the 
         Registrant's Registration Statement on Form 8-A (File No. 1-19871), 
         including all amendments and reports filed for the purpose of updating 
         such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  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  herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

No material interests.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether  civil,  criminal or  investigative  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  Section  145 further
provides that a corporation  similarly may indemnify any such person  serving in
any such  capacity who was or is a party or is  threatened to be made a party to
any  threatened,  pending or completed  action or suit by or in the right of the
corporation to procure a judgment in its favor,  against  expenses  actually and
reasonably  incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he  reasonably  believed to be
in or not opposed to the best interests of the corporation and except that no

                                       -2-
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the Delaware  Court of Chancery or such other
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

          Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided  that  such  provision  shall  not  eliminate  or limit  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a  knowing  violation  of law,  (iii)  under  Section  174 of the
Delaware General  Corporation Law (relating to unlawful payment of dividends and
unlawful stock purchase and redemption),  or (iv) for any transaction from which
the director derived an improper personal benefit.

          The Registrant's  Restated  Certificate of Incorporation,  as amended,
provides that the Company's  Directors  shall not be liable to the Registrant or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except  to  the  extent  that  exculpation  from  liabilities  is not
permitted  under the Delaware  General  Corporation Law as in effect at the time
such liability is determined.  The Restated  Certificate  of  Incorporation,  as
amended,  further provides that the Registrant shall indemnify its directors and
officers to the full extent permitted by the law of the State of Delaware.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

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 5.1 
         to this registration statement).

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

99.1.    StemCells, Inc. 1996 Stock Option Plan.

99.2     Registrant's 1997 StemCells Research Stock Option Plan the (the 
         "1997 Plan").

99.3.    Form of Performance -- Based Incentive Option Agreement Issued Under 
         the 1997 Plan.

                                       -3-
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 this registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
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 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)  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.

                                       -4-
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 September 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, Frederic A. Eustis and John McBride, 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
---------               --------                             ----
                        Chairman, Chief Executive Officer    September 30, 1997
/s/ Seth A. Rudnick     and Director (principal executive
-------------------     officer)   
Seth A. Rudnick                           

                        Chief Financial Officer, Vice        September 30, 1997
/s/ John McBride        President and Treasurer (principal
-------------------     financial officer) 
John McBride                               
                        Controller (principal accounting     September 30, 1997
/s/ Suzanne Fleming     officer)
-------------------
Suzanne Fleming
                        Director                             September 30, 1997
/s/ Edwin C. Cadman
-------------------
Edwin C. Cadman

                                       -5-
Signature                  Capacity                         Date
----------                 --------                         ----

/s/ Donald R. Conklin      Director                         September 30, 1997
----------------------
Donald R. Conklin

                             
/s/ Patrick Aebischer      Director                          September 30, 1997
----------------------
Patrick Aebischer

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

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

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

                                       -6-