<Page>

     As filed with the Securities and Exchange Commission on June 28, 2002

                                                     REGISTRATION NO. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


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

<Table>
<S>                                                         <C>
           MASSACHUSETTS                                                04-3186494
(State or other jurisdiction of incorporation)              (I.R.S. Employer Identification No.)
</Table>

             175 CROSSING BOULEVARD, FRAMINGHAM, MASSACHUSETTS 01701
                    (Address of Principal Executive Offices)

                           2002 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                 GEOFFREY F. COX
                 Chairman, President and Chief Executive Officer
                            GTC Biotherapeutics, Inc.
                             175 Crossing Boulevard
                         Framingham, Massachusetts 01701
                                 (508) 620-9700
            (Name, address and telephone number of agent for service)

                                 with copies to:

                           NATHANIEL S. GARDINER, ESQ.
                               Palmer & Dodge LLP
                              111 Huntington Avenue
                           Boston, Massachusetts 02199
                                 (617) 239-0100

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------
 Title of each class of securities      Amount to be       Proposed maximum      Proposed maximum        Amount of
         to be registered              registered (1)     offering price per    aggregate offering   registration fee
                                                               share (2)            price (2)
-----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>                   <C>                  <C>
Common Stock, $0.01 par value (3)      2,500,000 shares        $1.3495              $3,373,750            $310.39
-----------------------------------------------------------------------------------------------------------------------
</Table>

(1) Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of our common stock may be issued or issuable as a result of a
stock split or other distribution declared at any time by the Board of Directors
while this registration statement is in effect, this registration statement is
hereby deemed to cover all such additional shares common stock.

(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on June 27, 2002 as reported by the Nasdaq National Market
System.

(3) Includes associated purchase rights which currently are evidenced by
certificate for shares of GTC Biotherapeutics, Inc. Common Stock, and
automatically trade with such shares.


<PAGE>


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

       The information required by Part I is included in the documents sent or
given to participants in the 2002 Equity Incentive Plan of GTC Biotherapeutics,
Inc. (the "Registrant") pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed with the Commission are incorporated herein
by reference:

       (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 2001.

       (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002, as amended on Form 10-Q/A filed June 27, 2002.

       (c) Current Report on Form 8-K filed June 3, 2002.

       (d) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-21794) filed on May 19, 1993, as
amended by Form 8-A (File No. 000-21794) filed on June 1, 2001 and including any
amendment or report hereafter filed for the purpose of updating such
description.

       All documents filed after the date of this Registration Statement by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock 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
reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Palmer & Dodge LLP, Boston, Massachusetts. Nathaniel S.
Gardiner, the Clerk of the Registrant, is a partner of Palmer & Dodge LLP.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 67 of chapter 156B of the Massachusetts Business Corporation Law
grants the Company the power to indemnify any director, officer, employee, agent
or person who serves at its request in any capacity with respect to any employee
benefit plan to whatever extent permitted by the Company's Articles of
Organization, a bylaw adopted by the stockholders or a vote adopted by the
holders of a majority of the shares entitled to vote on the election of
directors unless such indemnitee has been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his or her actions were
in the best interests of the corporation or, to the extent that the matter for
which

<Page>


indemnification is sought relates to service with respect to an employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan. Such indemnification may include payment by the Company
of expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he or she
shall be adjudicated to be not entitled to indemnification under the statute
without reference to the financial ability of such person to make repayment.

       Article VI of the Company's Bylaws provides that the Company shall, to
the extent legally permissible, indemnify each person who may serve or who has
served at any time as a director or officer of the corporation or of any of its
subsidiaries, or who, at the request of the Company, may serve or at any time
has served as a director, officer or trustee of, or in a similar capacity with,
another organization or an employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative or investigative, in
which he or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct). No indemnification, however, shall be
provided for any such person with respect to any matter as to which he or she
shall have been finally adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his or her action was in the best interests
of the corporation or, to the extent such matter relates to service with respect
to any employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. Such indemnification shall include
payment by the Company of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he or she shall be adjudicated to be not entitled to
indemnification under Article VI, which undertaking may be accepted without
regard to the financial ability of such person to make repayment.

       The indemnification provided for in Article VI is a contract right
inuring to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by contract or otherwise under law and inures to the benefit of the heirs,
executors and administrators of such a person.

       The Registrant also has in place agreements with certain directors which
affirm the Registrant's obligation to indemnify them to the fullest extent
permitted by law and contain various procedural and other provisions which
expand the protection afforded by the Registrant's By-Laws.

       Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its Articles of
Organization, eliminate or limit a director's personal liability to the
corporation and its stockholders for monetary damages for breaches of fiduciary
duty, except in circumstances involving (i) a breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) unauthorized distributions and loans to insiders and (iv)
transactions from which the director derived an improper personal benefit.
Section 6.5 of the Registrant's Articles of Organization provides that a
director shall not be liable to the Registrant or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except to the extent
that such elimination or limitation of liability is not permitted under the
Massachusetts Business Corporation Law as in effect when such liability is
determined.

<Page>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not Applicable.

ITEM 8.  EXHIBITS.

       See Exhibit Index immediately following the signature page.

ITEM 9. UNDERTAKINGS.

(a)    The undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

       (2) That, for the purpose of determining any 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.

       (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 that is incorporated by reference in this 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 initial bona fide offering thereof.

(c) 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 provisions referred to in Item 6

<Page>


hereof, 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 against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a directors, 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 Act and
will be governed by the final adjudication of such issue.


<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 Town of Framingham, Commonwealth of Massachusetts, on this
28th day of June 2002.


                                         GTC BIOTHERAPEUTICS, INC.



                                         By: /s/ Geoffrey F. Cox
                                            ------------------------------------
                                            Geoffrey F. Cox
                                            Chairman, President and
                                            Chief Executive Officer


<PAGE>


                                POWER OF ATTORNEY

       We, the undersigned officers and directors of GTC Biotherapeutics, Inc.,
hereby severally constitute and appoint Geoffrey F. Cox, John B. Green and
Nathaniel S. Gardiner, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any amendments to this Registration Statement on Form S-8 (including any
post-effective amendments thereto), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.

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

<Table>
<Caption>
SIGNATURE                                            CAPACITY                               DATE
---------                                            --------                               ----
<S>                                         <C>                                       <C>
/s/ Geoffrey F. Cox                         Chairman, President and                     June 28, 2002
------------------------------------        Chief Executive Officer
Geoffrey F. Cox                             (Principal Executive Officer)


/s/ John B. Green                           Senior Vice President, Finance              June 28, 2002
------------------------------------        and Chief Financial Officer
John B. Green                               (Principal Financial Officer and
                                            Principal Accounting Officer)


/s/ James A. Geraghty                       Director                                   June 27, 2002
------------------------------------
James A. Geraghty


/s/ Robert W. Baldridge                     Director                                   June 28, 2002
------------------------------------
Robert W. Baldridge


/s/ Alan W. Tuck                            Director                                   June 28, 2002
------------------------------------
Alan W. Tuck


/s/ Francis J. Bullock                      Director                                   June 28, 2002
------------------------------------
Francis J. Bullock
</Table>

<PAGE>


                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                     DESCRIPTION
-------                    -----------
<S>                  <C>
  4.1.1              Restated Articles of Organization of the Registrant, filed with the Secretary
                     of the Commonwealth of Massachusetts on December 27, 1993. Filed as Exhibit 3.1
                     to the Registrant's Annual Report on Form 10-K for the year ended December 31,
                     1993 (File No. 0-21794) and incorporated herein by reference.

  4.1.2              Articles of Amendment to the Restated Articles of Organization filed with the
                     Secretary of the Commonwealth of Massachusetts on October 3, 1994. Filed as
                     Exhibit 3.1.2 to the Registrant's Annual Report on Form 10-K for the year ended
                     December 28, 1997 (File No. 0-21794) and incorporated herein by reference.

  4.1.3              Certificate of Vote of Directors Establishing a Series of a Class of Stock of
                     the Registrant and designating the Series C Junior Participating Cumulative
                     Preferred Stock. Filed as Exhibit 3.1 to Registrant's Current Report on Form
                     8-K filed on June 1, 2001 (File No. 0-21794) and incorporated herein by
                     reference.

  4.2                By-laws of the Registrant. Filed as Exhibit 3.1 to the Registrant's Form 10-Q
                     for the quarter ended July 4, 1999 (File No. 000-21794) and incorporated herein
                     by reference.

  4.3                Specimen Common Stock Certificate. Filed as Exhibit 4.1 to the Registrant's
                     Registration Statement on Form S-1 (File No. 33-62782) and incorporated herein
                     by reference.

  4.4                Shareholder Rights Agreement, dated as of May 31, 2001, between the Registrant
                     and American Stock Transfer and Trust Company, as Rights Agent. Filed as
                     Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on June 1, 2001
                     (File No. 0-21794) and incorporated herein by reference.

  5.1                Opinion of Palmer & Dodge LLP as to the legality of the securities registered
                     hereunder. Filed herewith.

 23.1                Consent of PricewaterhouseCoopers LLP, independent accountants. Filed herewith.

 23.2                Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge LLP filed
                     as Exhibit 5.1).

 24.1                Power of Attorney (set forth on the Signature Page to this Registration
                     Statement).

 99.1                2002 Equity Incentive Plan. Filed as Exhibit 10.6 to the Registrant's Form
                     10-Q/A filed June 27, 2002 and incorporated herein by reference.
</Table>
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{"company-data": {"conformed-name": "GTC BIOTHERAPEUTICS INC", "cik": "0000904973", "assigned-sic": "2836", "irs-number": "043186494", "state-of-incorporation": "MA", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91470", "film-number": "02691295"}, "business-address": {"street1": "175 CROSSING BLVD", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "508620-970"}, "mail-address": {"street1": "175 CROSSING BLVD", "city": "FRAMINGHAM", "state": "MA", "zip": "01701"}}
As filed with the Securities and Exchange Commission on June 28, 2002

                                                     REGISTRATION NO. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            GTC BIOTHERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)
MASSACHUSETTS                                                04-3186494
(State or other jurisdiction of incorporation)              (I.R.S. Employer Identification No.)
175 CROSSING BOULEVARD, FRAMINGHAM, MASSACHUSETTS 01701
                    (Address of Principal Executive Offices)

                           2002 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                 GEOFFREY F. COX
                 Chairman, President and Chief Executive Officer
                            GTC Biotherapeutics, Inc.
                             175 Crossing Boulevard
                         Framingham, Massachusetts 01701
                                 (508) 620-9700
            (Name, address and telephone number of agent for service)

                                 with copies to:

                           NATHANIEL S. GARDINER, ESQ.
                               Palmer & Dodge LLP
                              111 Huntington Avenue
                           Boston, Massachusetts 02199
                                 (617) 239-0100

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
 Title of each class of securities      Amount to be       Proposed maximum      Proposed maximum        Amount of
         to be registered              registered (1)     offering price per    aggregate offering   registration fee
                                                               share (2)            price (2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value (3)      2,500,000 shares        $1.3495              $3,373,750            $310.39
-----------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of our common stock may be issued or issuable as a result of a
stock split or other distribution declared at any time by the Board of Directors
while this registration statement is in effect, this registration statement is
hereby deemed to cover all such additional shares common stock.

(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on June 27, 2002 as reported by the Nasdaq National Market
System.

(3) Includes associated purchase rights which currently are evidenced by
certificate for shares of GTC Biotherapeutics, Inc. Common Stock, and
automatically trade with such shares.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       The information required by Part I is included in the documents sent or
given to participants in the 2002 Equity Incentive Plan of GTC Biotherapeutics,
Inc. (the "Registrant") pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed with the Commission are incorporated herein
by reference:

       (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 2001.

       (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002, as amended on Form 10-Q/A filed June 27, 2002.

       (c) Current Report on Form 8-K filed June 3, 2002.

       (d) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-21794) filed on May 19, 1993, as
amended by Form 8-A (File No. 000-21794) filed on June 1, 2001 and including any
amendment or report hereafter filed for the purpose of updating such
description.

       All documents filed after the date of this Registration Statement by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock 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
reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Palmer & Dodge LLP, Boston, Massachusetts. Nathaniel S.
Gardiner, the Clerk of the Registrant, is a partner of Palmer & Dodge LLP.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 67 of chapter 156B of the Massachusetts Business Corporation Law
grants the Company the power to indemnify any director, officer, employee, agent
or person who serves at its request in any capacity with respect to any employee
benefit plan to whatever extent permitted by the Company's Articles of
Organization, a bylaw adopted by the stockholders or a vote adopted by the
holders of a majority of the shares entitled to vote on the election of
directors unless such indemnitee has been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his or her actions were
in the best interests of the corporation or, to the extent that the matter for
which
indemnification is sought relates to service with respect to an employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan. Such indemnification may include payment by the Company
of expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he or she
shall be adjudicated to be not entitled to indemnification under the statute
without reference to the financial ability of such person to make repayment.

       Article VI of the Company's Bylaws provides that the Company shall, to
the extent legally permissible, indemnify each person who may serve or who has
served at any time as a director or officer of the corporation or of any of its
subsidiaries, or who, at the request of the Company, may serve or at any time
has served as a director, officer or trustee of, or in a similar capacity with,
another organization or an employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative or investigative, in
which he or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct). No indemnification, however, shall be
provided for any such person with respect to any matter as to which he or she
shall have been finally adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his or her action was in the best interests
of the corporation or, to the extent such matter relates to service with respect
to any employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. Such indemnification shall include
payment by the Company of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he or she shall be adjudicated to be not entitled to
indemnification under Article VI, which undertaking may be accepted without
regard to the financial ability of such person to make repayment.

       The indemnification provided for in Article VI is a contract right
inuring to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by contract or otherwise under law and inures to the benefit of the heirs,
executors and administrators of such a person.

       The Registrant also has in place agreements with certain directors which
affirm the Registrant's obligation to indemnify them to the fullest extent
permitted by law and contain various procedural and other provisions which
expand the protection afforded by the Registrant's By-Laws.

       Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its Articles of
Organization, eliminate or limit a director's personal liability to the
corporation and its stockholders for monetary damages for breaches of fiduciary
duty, except in circumstances involving (i) a breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) unauthorized distributions and loans to insiders and (iv)
transactions from which the director derived an improper personal benefit.
Section 6.5 of the Registrant's Articles of Organization provides that a
director shall not be liable to the Registrant or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except to the extent
that such elimination or limitation of liability is not permitted under the
Massachusetts Business Corporation Law as in effect when such liability is
determined.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not Applicable.

ITEM 8.  EXHIBITS.

       See Exhibit Index immediately following the signature page.

ITEM 9. UNDERTAKINGS.

(a)    The undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

       (2) That, for the purpose of determining any 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.

       (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 that is incorporated by reference in this 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 initial bona fide offering thereof.

(c) 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 provisions referred to in Item 6
hereof, 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 against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a directors, 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 Act and
will be governed by the final adjudication of such issue.
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 Town of Framingham, Commonwealth of Massachusetts, on this
28th day of June 2002.

                                         GTC BIOTHERAPEUTICS, INC.

                                         By: /s/ Geoffrey F. Cox
                                            ------------------------------------
                                            Geoffrey F. Cox
                                            Chairman, President and
                                            Chief Executive Officer
POWER OF ATTORNEY

       We, the undersigned officers and directors of GTC Biotherapeutics, Inc.,
hereby severally constitute and appoint Geoffrey F. Cox, John B. Green and
Nathaniel S. Gardiner, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any amendments to this Registration Statement on Form S-8 (including any
post-effective amendments thereto), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated
SIGNATURE                                            CAPACITY                               DATE
---------                                            --------                               ----
/s/ Geoffrey F. Cox                         Chairman, President and                     June 28, 2002
------------------------------------        Chief Executive Officer
Geoffrey F. Cox                             (Principal Executive Officer)

/s/ John B. Green                           Senior Vice President, Finance              June 28, 2002
------------------------------------        and Chief Financial Officer
John B. Green                               (Principal Financial Officer and
                                            Principal Accounting Officer)

/s/ James A. Geraghty                       Director                                   June 27, 2002
------------------------------------
James A. Geraghty

/s/ Robert W. Baldridge                     Director                                   June 28, 2002
------------------------------------
Robert W. Baldridge

/s/ Alan W. Tuck                            Director                                   June 28, 2002
------------------------------------
Alan W. Tuck

/s/ Francis J. Bullock                      Director                                   June 28, 2002
------------------------------------
Francis J. Bullock
EXHIBIT INDEX
EXHIBIT
NUMBER                     DESCRIPTION
-------                    -----------
4.1.1              Restated Articles of Organization of the Registrant, filed with the Secretary
                     of the Commonwealth of Massachusetts on December 27, 1993. Filed as Exhibit 3.1
                     to the Registrant's Annual Report on Form 10-K for the year ended December 31,
                     1993 (File No. 0-21794) and incorporated herein by reference.

  4.1.2              Articles of Amendment to the Restated Articles of Organization filed with the
                     Secretary of the Commonwealth of Massachusetts on October 3, 1994. Filed as
                     Exhibit 3.1.2 to the Registrant's Annual Report on Form 10-K for the year ended
                     December 28, 1997 (File No. 0-21794) and incorporated herein by reference.

  4.1.3              Certificate of Vote of Directors Establishing a Series of a Class of Stock of
                     the Registrant and designating the Series C Junior Participating Cumulative
                     Preferred Stock. Filed as Exhibit 3.1 to Registrant's Current Report on Form
                     8-K filed on June 1, 2001 (File No. 0-21794) and incorporated herein by
                     reference.

  4.2                By-laws of the Registrant. Filed as Exhibit 3.1 to the Registrant's Form 10-Q
                     for the quarter ended July 4, 1999 (File No. 000-21794) and incorporated herein
                     by reference.

  4.3                Specimen Common Stock Certificate. Filed as Exhibit 4.1 to the Registrant's
                     Registration Statement on Form S-1 (File No. 33-62782) and incorporated herein
                     by reference.

  4.4                Shareholder Rights Agreement, dated as of May 31, 2001, between the Registrant
                     and American Stock Transfer and Trust Company, as Rights Agent. Filed as
                     Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on June 1, 2001
                     (File No. 0-21794) and incorporated herein by reference.

  5.1                Opinion of Palmer & Dodge LLP as to the legality of the securities registered
                     hereunder. Filed herewith.

 23.1                Consent of PricewaterhouseCoopers LLP, independent accountants. Filed herewith.

 23.2                Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge LLP filed
                     as Exhibit 5.1).

 24.1                Power of Attorney (set forth on the Signature Page to this Registration
                     Statement).

 99.1                2002 Equity Incentive Plan. Filed as Exhibit 10.6 to the Registrant's Form
                     10-Q/A filed June 27, 2002 and incorporated herein by reference.