<PAGE>

    As filed with the Securities and Exchange Commission on January 30, 2004
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          EYETECH PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                     DELAWARE                                   13-4104684
 (State or Other Jurisdiction of Incorporation or            (I.R.S. Employer
                   Organization)                           Identification No.)

         500 SEVENTH AVENUE, 18TH FLOOR                          10018
                NEW YORK, NEW YORK
     (Address of Principal Executive Offices)                  (Zip Code)

                                 2001 STOCK PLAN
                            2003 STOCK INCENTIVE PLAN
                        2003 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                              DAVID R. GUYER, M.D.
                             CHIEF EXECUTIVE OFFICER
                          EYETECH PHARMACEUTICALS, INC.
                         500 SEVENTH AVENUE, 18TH FLOOR
                            NEW YORK, NEW YORK 10018
                     (Name and Address of Agent For Service)

                                 (212) 997-9241
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
                                             AMOUNT TO BE       OFFERING PRICE           AGGREGATE       REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED        REGISTERED(1)        PER SHARE          OFFERING PRICE          FEE
  ------------------------------------        -------------        ---------          --------------          ---
<S>                                       <C>                  <C>                  <C>                  <C>
Common Stock, par value $0.01 per share   9,543,000 shares(2)      $11.91 (3)        $113,661,900 (3)       $14,401
</TABLE>

(1)   In accordance with Rule 416 under the Securities Act of 1933, as amended,
      this registration statement shall be deemed to cover any additional
      securities that may from time to time be offered or issued to prevent
      dilution resulting from stock splits, stock dividends or similar
      transactions.

(2)   Consists of (i) 3,625,500 shares issuable under the 2001 Stock Plan, (ii)
      4,400,000 shares issuable under the 2003 Stock Incentive Plan, (iii)
      500,000 shares issuable under the 2003 Employee Stock Purchase Plan and
      (iv) 1,017,500 shares issuable under options granted to certain employees
      and consultants of the registrant outside of plans.

(3)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
      price per share and aggregate offering price are calculated on the basis
      of (a) $2.80, the weighted average exercise price of the 3,625,500 shares
      subject to outstanding stock option grants under the 2001 Stock Plan, at
      prices ranging from $0.60 to $14.00, (b) $0.60, the exercise price per
      share of the 1,017,500 shares subject to outstanding stock option grants
      outside of plans, and (c) the initial public offering price of $21.00 per
      share of the registrant's common stock for the 4,900,000 shares issuable
      under the 2003 Stock Incentive Plan, which are not subject to outstanding
      options, and the 2003 Employee Stock Purchase Plan.

================================================================================
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:

      (a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements have been filed.

      (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

      (c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

                                      -1-
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 102 of the General Corporation Law of the State of Delaware
permits a corporation to eliminate the personal liability of directors of a
corporation to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director, except where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. The registrant's certificate of incorporation provides that no
director of the registrant shall be personally liable to the registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability, except
to the extent that the General Corporation Law of the State of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty.

      Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by the person in connection with an action, suit or
proceeding to which he is or is threatened to be made a party by reason of such
position, if such person 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,
in any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except that, in the case of actions brought by or in the
right of the corporation, no indemnification shall be made with respect to 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 Court of
Chancery or other adjudicating court determines that, despite the adjudication
of liability but in view of all of 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.

      The registrant's certificate of incorporation provides that the registrant
will indemnify each person who was or is a party or threatened to be made a
party to any threatened, pending or completed action, suit or proceeding (other
than an action by or in the right of the corporation) by reason of the fact that
he or she is or was, or has agreed to become, a director or officer of the
registrant, or is or was serving, or has agreed to serve, at the registrant's
request as a director, officer, partner, employee or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other
enterprise (all such persons being referred to as an "Indemnitee"), or by reason
of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding and any appeal therefrom, if such Indedmnitee acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
corporation's best interests, and, with respect to any criminal action or
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The registrant's certificate of incorporation provides that the
registrant will indemnify any Indemnitee who was or in a party to an action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the Indemnitee is or was, or has agreed to become, a
director or officer of the registrant, or is or was serving, or has agreed to
serve, at the registrant's request as a director, officer, partner, employee or
trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees) and, to the extent permitted by

                                      -2-
<PAGE>
law, amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding, and any appeal therefrom, if the
Indemnitee acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the registrant,
unless a court determines that, despite such adjudication but in view of all of
the circumstances, he or she is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that any Indemnitee has been
successful, on the merits or otherwise, he or she will be indemnified by the
registrant against all expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. Expenses must be advanced to an
Indemnitee under certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.

ITEM 9. UNDERTAKINGS.

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; and

                  (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 (i) and (ii) do not apply if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission by the registrant pursuant to Section 13 or Section 15(d) of
      the 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.

                                      -3-
<PAGE>
         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 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.

         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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, New York on this 30th day of January, 2004.

                                    Eyetech Pharmaceuticals, Inc.


                                    By:   /s/ DAVID R. GUYER
                                          ---------------------
                                          David R. Guyer, M.D.
                                          Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

      We, the undersigned officers and directors of Eyetech Pharmaceuticals,
Inc., hereby severally constitute and appoint David R. Guyer, Glenn P.
Sblendorio and Douglas H. Altschuler, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all subsequent amendments to
said registration statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable Eyetech
Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                       TITLE                                     DATE
               ---------                                       -----                                     ----
<S>                                        <C>                                                     <C>
/s/ DAVID R. GUYER                               Chief Executive Officer, Director                 January 30, 2004
------------------------------------
David R. Guyer                                     (Principal executive officer)

/s/ GLENN P. SBLENDORIO                               Chief Financial Officer                      January 30, 2004
------------------------------------
Glenn P. Sblendorio                        (Principal Financial and Accounting officer)

/s/ JOHN MCLAUGHLIN                                       Chairman of the                          January 30, 2004
------------------------------------
John McLaughlin                                         Board of Directors

/s/ SRINIVAS AKKARAJU                                        Director                              January 30, 2004
------------------------------------
Srinivas Akkaraju

/s/ MARTY GLICK                                              Director                              January 30, 2004
------------------------------------
Marty Glick

/s/ MICHAEL G. MULLEN                                        Director                              January 30, 2004
------------------------------------
Michael G. Mullen

/s/ SAMIR PATEL                                              Director                              January 30, 2004
------------------------------------
Samir Patel

/s/ EDWARD PENHOET                                           Director                              January 30, 2004
------------------------------------
Edward Penhoet

/s/ HENRY SIMON                                              Director                              January 30, 2004
------------------------------------
Henry Simon

/s/ DAMION E. WICKER                                         Director                              January 30, 2004
------------------------------------
Damion E. Wicker
</TABLE>
<PAGE>
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Number     Description
------     -----------
<S>        <C>
4.1(1)     Restated Certificate of Incorporation of the Registrant
4.2(1)     Second Amended and Restated Bylaws of the Registrant
5.1        Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2       Consent of Ernst & Young LLP
24.1       Powers of Attorney (included on the signature page)
</TABLE>

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

(1)   Previously filed with the Securities and Exchange Commission as an Exhibit
      to the Registrant's Registration Statement on Form S-1, as amended (File
      No. 333-108781) and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "y93693sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21589}]
{"company-data": {"conformed-name": "EYETECH PHARMACEUTICALS INC", "cik": "0001115285", "assigned-sic": "2834", "irs-number": "134104684", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112350", "film-number": "04556059"}, "business-address": {"street1": "500 SEVENTH AVE 18TH FL", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2129979241"}, "mail-address": {"street1": "500 SEVENTH AVE 18TH FL", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
As filed with the Securities and Exchange Commission on January 30, 2004
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          EYETECH PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                     DELAWARE                                   13-4104684
 (State or Other Jurisdiction of Incorporation or            (I.R.S. Employer
                   Organization)                           Identification No.)

         500 SEVENTH AVENUE, 18TH FLOOR                          10018
                NEW YORK, NEW YORK
     (Address of Principal Executive Offices)                  (Zip Code)

                                 2001 STOCK PLAN
                            2003 STOCK INCENTIVE PLAN
                        2003 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                              DAVID R. GUYER, M.D.
                             CHIEF EXECUTIVE OFFICER
                          EYETECH PHARMACEUTICALS, INC.
                         500 SEVENTH AVENUE, 18TH FLOOR
                            NEW YORK, NEW YORK 10018
                     (Name and Address of Agent For Service)

                                 (212) 997-9241
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
                                             AMOUNT TO BE       OFFERING PRICE           AGGREGATE       REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED        REGISTERED(1)        PER SHARE          OFFERING PRICE          FEE
  ------------------------------------        -------------        ---------          --------------          ---
Common Stock, par value $0.01 per share   9,543,000 shares(2)      $11.91 (3)        $113,661,900 (3)       $14,401
(1)   In accordance with Rule 416 under the Securities Act of 1933, as amended,
      this registration statement shall be deemed to cover any additional
      securities that may from time to time be offered or issued to prevent
      dilution resulting from stock splits, stock dividends or similar
      transactions.

(2)   Consists of (i) 3,625,500 shares issuable under the 2001 Stock Plan, (ii)
      4,400,000 shares issuable under the 2003 Stock Incentive Plan, (iii)
      500,000 shares issuable under the 2003 Employee Stock Purchase Plan and
      (iv) 1,017,500 shares issuable under options granted to certain employees
      and consultants of the registrant outside of plans.

(3)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
      price per share and aggregate offering price are calculated on the basis
      of (a) $2.80, the weighted average exercise price of the 3,625,500 shares
      subject to outstanding stock option grants under the 2001 Stock Plan, at
      prices ranging from $0.60 to $14.00, (b) $0.60, the exercise price per
      share of the 1,017,500 shares subject to outstanding stock option grants
      outside of plans, and (c) the initial public offering price of $21.00 per
      share of the registrant's common stock for the 4,900,000 shares issuable
      under the 2003 Stock Incentive Plan, which are not subject to outstanding
      options, and the 2003 Employee Stock Purchase Plan.

================================================================================
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:

      (a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements have been filed.

      (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

      (c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

                                      -1-
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 102 of the General Corporation Law of the State of Delaware
permits a corporation to eliminate the personal liability of directors of a
corporation to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director, except where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. The registrant's certificate of incorporation provides that no
director of the registrant shall be personally liable to the registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability, except
to the extent that the General Corporation Law of the State of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty.

      Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by the person in connection with an action, suit or
proceeding to which he is or is threatened to be made a party by reason of such
position, if such person 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,
in any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except that, in the case of actions brought by or in the
right of the corporation, no indemnification shall be made with respect to 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 Court of
Chancery or other adjudicating court determines that, despite the adjudication
of liability but in view of all of 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.

      The registrant's certificate of incorporation provides that the registrant
will indemnify each person who was or is a party or threatened to be made a
party to any threatened, pending or completed action, suit or proceeding (other
than an action by or in the right of the corporation) by reason of the fact that
he or she is or was, or has agreed to become, a director or officer of the
registrant, or is or was serving, or has agreed to serve, at the registrant's
request as a director, officer, partner, employee or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other
enterprise (all such persons being referred to as an "Indemnitee"), or by reason
of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding and any appeal therefrom, if such Indedmnitee acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
corporation's best interests, and, with respect to any criminal action or
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The registrant's certificate of incorporation provides that the
registrant will indemnify any Indemnitee who was or in a party to an action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the Indemnitee is or was, or has agreed to become, a
director or officer of the registrant, or is or was serving, or has agreed to
serve, at the registrant's request as a director, officer, partner, employee or
trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees) and, to the extent permitted by

                                      -2-
law, amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding, and any appeal therefrom, if the
Indemnitee acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the registrant,
unless a court determines that, despite such adjudication but in view of all of
the circumstances, he or she is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that any Indemnitee has been
successful, on the merits or otherwise, he or she will be indemnified by the
registrant against all expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. Expenses must be advanced to an
Indemnitee under certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.

ITEM 9. UNDERTAKINGS.

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; and

                  (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 (i) and (ii) do not apply if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission by the registrant pursuant to Section 13 or Section 15(d) of
      the 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.

                                      -3-
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 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.

         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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, New York on this 30th day of January, 2004.

                                    Eyetech Pharmaceuticals, Inc.

                                    By:   /s/ DAVID R. GUYER
                                          ---------------------
                                          David R. Guyer, M.D.
                                          Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

      We, the undersigned officers and directors of Eyetech Pharmaceuticals,
Inc., hereby severally constitute and appoint David R. Guyer, Glenn P.
Sblendorio and Douglas H. Altschuler, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all subsequent amendments to
said registration statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable Eyetech
Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.

      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.
SIGNATURE                                       TITLE                                     DATE
               ---------                                       -----                                     ----
/s/ DAVID R. GUYER                               Chief Executive Officer, Director                 January 30, 2004
------------------------------------
David R. Guyer                                     (Principal executive officer)

/s/ GLENN P. SBLENDORIO                               Chief Financial Officer                      January 30, 2004
------------------------------------
Glenn P. Sblendorio                        (Principal Financial and Accounting officer)

/s/ JOHN MCLAUGHLIN                                       Chairman of the                          January 30, 2004
------------------------------------
John McLaughlin                                         Board of Directors

/s/ SRINIVAS AKKARAJU                                        Director                              January 30, 2004
------------------------------------
Srinivas Akkaraju

/s/ MARTY GLICK                                              Director                              January 30, 2004
------------------------------------
Marty Glick

/s/ MICHAEL G. MULLEN                                        Director                              January 30, 2004
------------------------------------
Michael G. Mullen

/s/ SAMIR PATEL                                              Director                              January 30, 2004
------------------------------------
Samir Patel

/s/ EDWARD PENHOET                                           Director                              January 30, 2004
------------------------------------
Edward Penhoet

/s/ HENRY SIMON                                              Director                              January 30, 2004
------------------------------------
Henry Simon

/s/ DAMION E. WICKER                                         Director                              January 30, 2004
------------------------------------
Damion E. Wicker
INDEX TO EXHIBITS
Number     Description
------     -----------
4.1(1)     Restated Certificate of Incorporation of the Registrant
4.2(1)     Second Amended and Restated Bylaws of the Registrant
5.1        Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2       Consent of Ernst & Young LLP
24.1       Powers of Attorney (included on the signature page)
------------

(1)   Previously filed with the Securities and Exchange Commission as an Exhibit
      to the Registrant's Registration Statement on Form S-1, as amended (File
      No. 333-108781) and incorporated herein by reference.