<PAGE>   1
     As filed with the Securities and Exchange Commission on July 28, 1997
                                                      Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

            OREGON                                       93-0874480
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

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

                  213 S.W. COLUMBIA STREET, BEND, OREGON 97702
                                 (541) 388-3688
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)

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

                                  CONSEP, INC.
                            1997 STOCK INCENTIVE PLAN

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

                                 VOLKER G. OAKEY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  CONSEP, INC.
                  213 S.W. COLUMBIA STREET, BEND, OREGON 97702
                                 (541) 388-3688
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                            ------------------------
                                 with copies to:
                          MICHAEL W. SHACKELFORD, ESQ.
                    ATER WYNNE HEWITT DODSON & SKERRITT, LLP
              222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
                                 (503) 226-1191

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of Securities to   Amount to be    Proposed Maximum Offering      Proposed Maximum          Amount of
    be Registered         Registered        Price per Share (1)     Aggregate Offering Price(1) Registration Fee
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>                         <C>                         <C>                    <C>
Common Stock, par
value $.01 per share    300,000 shares              $2.4375                     $731,250               $221.59
=================================================================================================================
</TABLE>

(1)     Estimated solely for the purpose of calculating the registration fee.

================================================================================

<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are incorporated by reference into this
Registration Statement:

               (a)    Annual Report on Form 10-K of Consep, Inc. (the "Company")
for the year ended December 31, 1996 filed with the Securities and Exchange 
Commission (the "SEC") on March 27, 1997.

               (b)    Quarterly Report on Form 10-Q of the Company for the 
quarter ended March 31, 1997, filed with the SEC on May 13, 1997.

               (c)    Registration Statement on Form 8-A of the Company filed 
with the SEC on January 3, 1994.

               (d)    All documents filed by the Company with the SEC pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of 
this Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        As an Oregon corporation, the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein. Pursuant to Section 60.047(2)(d) of the OBCA,
Article V of the Company's Third Restated Articles of Incorporation (the
"Articles") eliminates the liability of the Company's directors to the Company
or its shareholders, except for any liability related to breach of the duty of
loyalty, actions not in good faith and certain other liabilities. The Articles
require the Company to indemnify its directors and officers to the fullest
extent not prohibited by law.

        Section 60.387, et seq., of the OBCA allows corporations to indemnify
their directors and officers against liability where the director or officer has
acted in good faith and with a reasonable belief 



                                      - 2 -

<PAGE>   3
that actions taken were in the best interests of the corporation or at least not
adverse to the corporation's best interests and, if in a criminal proceeding,
the individual had no reasonable cause to believe the conduct in question was
unlawful. Under the OBCA, corporations may not indemnify against liability in
connection with a claim by or in the right of the corporation in which the
director or officer was adjudged liable to the corporation, but may indemnify
against the reasonable expenses associated with such claims. Corporations may
not indemnify against breaches of the duty of loyalty. The OBCA mandates
indemnification against all reasonable expenses incurred in the successful
defense of any claim made or threatened whether or not such claim was by or in
the right of the corporation. Finally, a court may order indemnification if it
determines that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances whether or not the
director or officer met the good faith and reasonable belief standards of
conduct set out in the statute.

        The OBCA also provides that the statutory indemnification provisions are
not deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.

        The Company has entered into indemnity agreements with each executive
officer of the Company and each member of the Company's Board of Directors.
These indemnity agreements provide for indemnification of the indemnitee to the
fullest extent allowed by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.


ITEM 8.      EXHIBITS
<TABLE>
<CAPTION>

        Number                              Description
        ------                              -----------
<S>            <C>    
         5.1   Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the 
               legality of the securities being registered

        23.1   Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included in
               legal opinion filed as Exhibit 5.1)

        23.2   Consent of KPMG Peat Marwick LLP

        24.1   Powers of Attorney (included in signature page in Part II of the
               Registration Statement)

        99.1   Consep, Inc. 1997 Stock Incentive Plan
</TABLE>



                                      - 3 -

<PAGE>   4
ITEM 9. UNDERTAKINGS

               (a) The undersigned registrant hereby undertakes 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;
provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed 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.

               (b) The undersigned registrant hereby undertakes that, for the
purpose of determining 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.

               (c) The undersigned registrant hereby undertakes 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.

               (d) 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 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.

               (e) 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

                                      - 4 -

<PAGE>   5
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
a director, officer or controlling person in connection with 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>   6
                                   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 Bend, State of Oregon, on the 28th day of July,
1997.


                                            CONSEP, INC.



                                              By: /s/ Volker G. Oakey
                                                  -----------------------------
                                                  Volker G. Oakey
                                                  President and Chief Executive
                                                  Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Volker G. Oakey and Larry Katz and each of them
singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said 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 foregoing, 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 agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Witness our hands on the date set forth below.

        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.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      - 6 -

<PAGE>   7
<TABLE>
<CAPTION>
           SIGNATURE            TITLE                                            DATE
           ---------            -----                                            ----

<S>                             <C>                                             <C>
/s/ Volker G. Oakey             President, Chief Executive Officer and          7/28/97
------------------------        Director (Principal Executive Officer)
Volker G. Oakey                 



/s/ Larry Katz                  Vice President, Finance and Chief               7/28/97
------------------------        Financial Officer (Principal Financial 
Larry Katz                      and Accounting Officer)                
                                



/s/ Peter H. Gleason            Director                                        7/28/97
------------------------
Peter H. Gleason



/s/ Walter C. Babcock           Director                                        7/28/97
------------------------
Walter C. Babcock



/s/ Philip E. Barak             Director                                        7/28/97
------------------------
Philip E. Barak



/s/ John A. Beaulieu            Director                                        7/28/97
------------------------
John A. Beaulieu



/s/ Kenneth D. MacKay           Director                                        7/28/97
------------------------
Kenneth D. MacKay
</TABLE>



                                      - 7 -

<PAGE>   8
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
    Exhibit
    Number                          Exhibit
    ------                          -------


<S>               <C>
     5.1          Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the
                  legality of the securities being registered

    23.1          Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included
                  in legal opinion filed as Exhibit 5.1)

    23.2          Consent of KPMG Peat Marwick LLP

    24.1          Powers of Attorney (included in signature page in Part II of
                  the Registration Statement)

    99.1          Consep, Inc. 1997 Stock Incentive Plan
</TABLE>


                                      - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16218}]
{"company-data": {"conformed-name": "CONSEP INC", "cik": "0000914978", "assigned-sic": "5190", "irs-number": "930874480", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32189", "film-number": "97646154"}, "business-address": {"street1": "213 SW COLUMBIA ST", "city": "BEND", "state": "OR", "zip": "977702", "phone": "5033883688"}}
1
     As filed with the Securities and Exchange Commission on July 28, 1997
                                                      Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

            OREGON                                       93-0874480
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

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

                  213 S.W. COLUMBIA STREET, BEND, OREGON 97702
                                 (541) 388-3688
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)

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

                                  CONSEP, INC.
                            1997 STOCK INCENTIVE PLAN

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

                                 VOLKER G. OAKEY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  CONSEP, INC.
                  213 S.W. COLUMBIA STREET, BEND, OREGON 97702
                                 (541) 388-3688
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                            ------------------------
                                 with copies to:
                          MICHAEL W. SHACKELFORD, ESQ.
                    ATER WYNNE HEWITT DODSON & SKERRITT, LLP
              222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
                                 (503) 226-1191
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of Securities to   Amount to be    Proposed Maximum Offering      Proposed Maximum          Amount of
    be Registered         Registered        Price per Share (1)     Aggregate Offering Price(1) Registration Fee
-----------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share    300,000 shares              $2.4375                     $731,250               $221.59
=================================================================================================================
(1)     Estimated solely for the purpose of calculating the registration fee.

================================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are incorporated by reference into this
Registration Statement:

               (a)    Annual Report on Form 10-K of Consep, Inc. (the "Company")
for the year ended December 31, 1996 filed with the Securities and Exchange 
Commission (the "SEC") on March 27, 1997.

               (b)    Quarterly Report on Form 10-Q of the Company for the 
quarter ended March 31, 1997, filed with the SEC on May 13, 1997.

               (c)    Registration Statement on Form 8-A of the Company filed 
with the SEC on January 3, 1994.

               (d)    All documents filed by the Company with the SEC pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of 
this Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        As an Oregon corporation, the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein. Pursuant to Section 60.047(2)(d) of the OBCA,
Article V of the Company's Third Restated Articles of Incorporation (the
"Articles") eliminates the liability of the Company's directors to the Company
or its shareholders, except for any liability related to breach of the duty of
loyalty, actions not in good faith and certain other liabilities. The Articles
require the Company to indemnify its directors and officers to the fullest
extent not prohibited by law.

        Section 60.387, et seq., of the OBCA allows corporations to indemnify
their directors and officers against liability where the director or officer has
acted in good faith and with a reasonable belief 

                                      - 2 -
3
that actions taken were in the best interests of the corporation or at least not
adverse to the corporation's best interests and, if in a criminal proceeding,
the individual had no reasonable cause to believe the conduct in question was
unlawful. Under the OBCA, corporations may not indemnify against liability in
connection with a claim by or in the right of the corporation in which the
director or officer was adjudged liable to the corporation, but may indemnify
against the reasonable expenses associated with such claims. Corporations may
not indemnify against breaches of the duty of loyalty. The OBCA mandates
indemnification against all reasonable expenses incurred in the successful
defense of any claim made or threatened whether or not such claim was by or in
the right of the corporation. Finally, a court may order indemnification if it
determines that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances whether or not the
director or officer met the good faith and reasonable belief standards of
conduct set out in the statute.

        The OBCA also provides that the statutory indemnification provisions are
not deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.

        The Company has entered into indemnity agreements with each executive
officer of the Company and each member of the Company's Board of Directors.
These indemnity agreements provide for indemnification of the indemnitee to the
fullest extent allowed by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.      EXHIBITS
Number                              Description
        ------                              -----------
5.1   Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the 
               legality of the securities being registered

        23.1   Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included in
               legal opinion filed as Exhibit 5.1)

        23.2   Consent of KPMG Peat Marwick LLP

        24.1   Powers of Attorney (included in signature page in Part II of the
               Registration Statement)

        99.1   Consep, Inc. 1997 Stock Incentive Plan
- 3 -
4
ITEM 9. UNDERTAKINGS

               (a) The undersigned registrant hereby undertakes 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;
provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed 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.

               (b) The undersigned registrant hereby undertakes that, for the
purpose of determining 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.

               (c) The undersigned registrant hereby undertakes 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.

               (d) 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 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.

               (e) 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

                                      - 4 -
5
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
a director, officer or controlling person in connection with 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 -
6
                                   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 Bend, State of Oregon, on the 28th day of July,
1997.

                                            CONSEP, INC.

                                              By: /s/ Volker G. Oakey
                                                  -----------------------------
                                                  Volker G. Oakey
                                                  President and Chief Executive
                                                  Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Volker G. Oakey and Larry Katz and each of them
singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said 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 foregoing, 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 agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Witness our hands on the date set forth below.

        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.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      - 6 -
7
SIGNATURE            TITLE                                            DATE
           ---------            -----                                            ----
/s/ Volker G. Oakey             President, Chief Executive Officer and          7/28/97
------------------------        Director (Principal Executive Officer)
Volker G. Oakey                 

/s/ Larry Katz                  Vice President, Finance and Chief               7/28/97
------------------------        Financial Officer (Principal Financial 
Larry Katz                      and Accounting Officer)                
                                

/s/ Peter H. Gleason            Director                                        7/28/97
------------------------
Peter H. Gleason

/s/ Walter C. Babcock           Director                                        7/28/97
------------------------
Walter C. Babcock

/s/ Philip E. Barak             Director                                        7/28/97
------------------------
Philip E. Barak

/s/ John A. Beaulieu            Director                                        7/28/97
------------------------
John A. Beaulieu

/s/ Kenneth D. MacKay           Director                                        7/28/97
------------------------
Kenneth D. MacKay
- 7 -
8
                                INDEX TO EXHIBITS
Exhibit
    Number                          Exhibit
    ------                          -------
5.1          Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the
                  legality of the securities being registered

    23.1          Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included
                  in legal opinion filed as Exhibit 5.1)

    23.2          Consent of KPMG Peat Marwick LLP

    24.1          Powers of Attorney (included in signature page in Part II of
                  the Registration Statement)

    99.1          Consep, Inc. 1997 Stock Incentive Plan
- 8 -