<PAGE>

As filed with the Securities and Exchange Commission on November 22, 1996

                                                Registration No.                






                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                      Isco, Inc.
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)

           Nebraska                                47-0461807    
------------------------------         ------------------------------------ 
       (State or other                 (I.R.S. Employer Identification No.)
jurisdiction of incorporation 
       or organization)

                       4700 Superior Street, Lincoln, NE. 68504     
               --------------------------------------------------
                 (Address of Principal Executive Offices) (ZIP Code)

                   1996 Stock Option Plan(1)
                   1996 Outside Directors Stock Option Plan(2) 
               -------------------------------------------------
                  (Full title of the plan or written contract)

                                  Rochelle A. Mullen
                     Cline, Williams, Wright, Johnson & Oldfather
                          1125 South 103rd Street, Suite 720
                                Omaha, NE  68124             
               -----------------------------------------------
                       (Name and address of agent for service)

             Telephone number, including area code, of agent for service:
                                    (402) 397-1700                       
          ------------------------------------------------------------


(1) The Company has reserved 250,000 shares of Common Stock for issuance
    pursuant to the 1996 Stock Option Plan.

(2) The Company has reserved 100,000 shares of Common Stock for issuance
    pursuant to the 1996 Outside Directors Stock Option Plan.

<PAGE>

Approximate date of proposed commencement of sales pursuant to the plan:  as
soon as practicable after the effective date of this registration statement.

                         CALCULATION OF REGISTRATION FEE                       
--------------------------------------------------------------------------------
                                  Proposed    Proposed
                                   maximum     maximum
                       Amount      offering   aggregate     Amount of
Title of securities    to be      price per   offering    registration
to be registered      registered     share      price          fee    
-------------------   ----------  ---------   ----------  -------------
Common Stock,        250,000 shares  $9.75(3)  $2,437,500     $738.64
$0.01 par value

Common Stock,        100,000 shares  $9.75(3)  $  975,000     $295.45
$0.01 par value

(3) Estimated pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act
    of 1933, as amended (the "Securities Act") solely for the purpose of
    calculating the registration fee.  The price is based upon the average of
    the high and low prices of Isco, Inc. Common Stock on November 18, 1996, as
    reported on the NASDAQ National Market System.
--------------------------------------------------------------------------------




                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

Isco, Inc. (the "Company") hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

    (a)  The Company's latest Annual Report on Form 10-K for the fiscal year
         ended July 26, 1996, filed pursuant to Sections 13(a) or 15(d) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         containing audited financial statements for the Company's latest
         fiscal year;

    (b)  All other reports filed pursuant to Sections 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; and

    (c)  A description of the Company's Common Stock contained in the Company's
         Registration Statement on Form S-1 (File No. 2-99303) filed under the
         Securities Act of 1933, as amended, including any amendment or report
         filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which reregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
thereof from the date of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

    Not applicable.


                                         -2-

<PAGE>


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The provision regarding indemnification of directors and officers is found in
the Bylaws of the Company as amended through September 21, 1995 (incorporated by
reference to Exhibit (3)(ii) to the Company's 10-K filed for the year ended July
28, 1995).

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.   EXHIBITS

EXHIBIT
NUMBER                                 EXHIBIT                                 
-------   ---------------------------------------------------------------------
  4.1    Articles of Incorporation, as amended and restated through July 26,
         1985 (incorporated by reference to Exhibit 3.1 to the Registration
         Statement of Form S-1 (File No. 2-99303)).

  4.2    Bylaws of the Company, as amended through September 21, 1995
         (incorporated by reference to Exhibit (3)(ii) to the Company's 10-K
         filed for the year ended July 28, 1995).

  5      Opinion of Counsel.

 23.1    Independent Auditors Consent.

 23.2    Consent of Counsel (included in Exhibit 5).

 99.1    1996 Stock Option Plan.

 99.2    1996 Outside Directors Stock Option Plan.

ITEM 9.   UNDERTAKINGS

    (a)  Rule 415 Offering.  The undersigned registrant hereby undertakes to:

         (1)  File, during any period in which it offers or sells securities, a
              post-effective amendment to this Registration Statement to:

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

                   (ii) Reflect in the prospectus any facts or events which,
                        individually or together, represent a fundamental
                        change in the information set forth in the Registration
                        Statement; and

                  (iii) Include any additional or changed material
                        information on the plan of distribution;

PROVIDED, HOWEVER, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
in a post-effective amendment is incorporated by reference from periodic reports
filed by the small business issuer under the Exchange Act.


                                         -3-

<PAGE>

         (2)  For determining liability under the Securities Act, treat each
              post-effective amendment as a new Registration Statement of the
              securities offered, and the offering of the securities at that
              time to be the initial bona fide offering thereof.

         (3)  File a post-effective amendment to remove from registration any
              of the securities that remain unsold at the end of the offering.

    (b)  Filings incorporating subsequent Exchange Act documents by reference. 
         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act, that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

    (c)  Incorporated annual and quarterly reports.  The undersigned registrant
         hereby undertakes to deliver or cause to be delivered with the
         prospectus, to each person to whom the prospectus is sent or given,
         the latest annual report to security holders that is incorporated by
         reference in the prospectus and furnished pursuant to and meeting the
         requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and,
         where interim financial information required to be presented by
         Article 3 of Regulation S-X are not set forth in the prospectus, to
         deliver or cause to be delivered to each person to whom the prospectus
         is sent or given, the latest quarterly report that is specifically
         incorporated by reference in the prospectus to provide such interim
         financial information.

    (d)  Request for acceleration of effective date or filing of registration
         statement on Form S-8.  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 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 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


The Registrant.  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 Lincoln, State of Nebraska on November 21, 1996.

                                   Isco, Inc.                



                                  BY:/s/PHILIP M. WITTIG
                                        -------------------------------------- 
                                        Philip M. Wittig, Assistant Secretary,
                                        Treasurer, Chief Financial Officer  



                                   BY:/s/VICKI L. BENNE
                                      -------------------------------
                                         Vicki L. Benne, Controller


    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/ROBERT W. ALLINGTON             Chairman, Chief Executive           11/21/96
-----------------------            Officer, Director
   Robert W. Allington             


/s/DOUGLAS M. GRANT                President, Chief Operating          11/21/96
-----------------------            Officer, Director
   Douglas M. Grant                



/s/DALE L. YOUNG                   Secretary, Director                 11/21/96
-----------------------
   Dale L. Young



/s/HARRIS WAGENSEIL                Director                            11/21/96
-----------------------
   Harris Wagenseil



/s/ROBERT B. HARRIS                Director                            11/21/96
-----------------------
   Robert B. Harris



/s/JAMES L. LINDERHOLM             Director                            11/21/96
-----------------------
   James L. Linderholm


                                         -5-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 13318}]
{"company-data": {"conformed-name": "ISCO INC", "cik": "0000773730", "assigned-sic": "3823", "irs-number": "470461807", "state-of-incorporation": "NE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16637", "film-number": "96671076"}, "business-address": {"street1": "4700 SUPERIOR ST", "city": "LINCOLN", "state": "NE", "zip": "68504", "phone": "4024640231"}, "mail-address": {"street1": "4700 SUPERIOR ST", "city": "LINCOLN", "state": "NE", "zip": "68504"}}
As filed with the Securities and Exchange Commission on November 22, 1996

                                                Registration No.                

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                      Isco, Inc.
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)

           Nebraska                                47-0461807    
------------------------------         ------------------------------------ 
       (State or other                 (I.R.S. Employer Identification No.)
jurisdiction of incorporation 
       or organization)

                       4700 Superior Street, Lincoln, NE. 68504     
               --------------------------------------------------
                 (Address of Principal Executive Offices) (ZIP Code)

                   1996 Stock Option Plan(1)
                   1996 Outside Directors Stock Option Plan(2) 
               -------------------------------------------------
                  (Full title of the plan or written contract)

                                  Rochelle A. Mullen
                     Cline, Williams, Wright, Johnson & Oldfather
                          1125 South 103rd Street, Suite 720
                                Omaha, NE  68124             
               -----------------------------------------------
                       (Name and address of agent for service)

             Telephone number, including area code, of agent for service:
                                    (402) 397-1700                       
          ------------------------------------------------------------

(1) The Company has reserved 250,000 shares of Common Stock for issuance
    pursuant to the 1996 Stock Option Plan.

(2) The Company has reserved 100,000 shares of Common Stock for issuance
    pursuant to the 1996 Outside Directors Stock Option Plan.
Approximate date of proposed commencement of sales pursuant to the plan:  as
soon as practicable after the effective date of this registration statement.

                         CALCULATION OF REGISTRATION FEE                       
--------------------------------------------------------------------------------
                                  Proposed    Proposed
                                   maximum     maximum
                       Amount      offering   aggregate     Amount of
Title of securities    to be      price per   offering    registration
to be registered      registered     share      price          fee    
-------------------   ----------  ---------   ----------  -------------
Common Stock,        250,000 shares  $9.75(3)  $2,437,500     $738.64
$0.01 par value

Common Stock,        100,000 shares  $9.75(3)  $  975,000     $295.45
$0.01 par value

(3) Estimated pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act
    of 1933, as amended (the "Securities Act") solely for the purpose of
    calculating the registration fee.  The price is based upon the average of
    the high and low prices of Isco, Inc. Common Stock on November 18, 1996, as
    reported on the NASDAQ National Market System.
--------------------------------------------------------------------------------

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

Isco, Inc. (the "Company") hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

    (a)  The Company's latest Annual Report on Form 10-K for the fiscal year
         ended July 26, 1996, filed pursuant to Sections 13(a) or 15(d) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         containing audited financial statements for the Company's latest
         fiscal year;

    (b)  All other reports filed pursuant to Sections 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; and

    (c)  A description of the Company's Common Stock contained in the Company's
         Registration Statement on Form S-1 (File No. 2-99303) filed under the
         Securities Act of 1933, as amended, including any amendment or report
         filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which reregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
thereof from the date of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

    Not applicable.

                                         -2-
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The provision regarding indemnification of directors and officers is found in
the Bylaws of the Company as amended through September 21, 1995 (incorporated by
reference to Exhibit (3)(ii) to the Company's 10-K filed for the year ended July
28, 1995).

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.   EXHIBITS

EXHIBIT
NUMBER                                 EXHIBIT                                 
-------   ---------------------------------------------------------------------
  4.1    Articles of Incorporation, as amended and restated through July 26,
         1985 (incorporated by reference to Exhibit 3.1 to the Registration
         Statement of Form S-1 (File No. 2-99303)).

  4.2    Bylaws of the Company, as amended through September 21, 1995
         (incorporated by reference to Exhibit (3)(ii) to the Company's 10-K
         filed for the year ended July 28, 1995).

  5      Opinion of Counsel.

 23.1    Independent Auditors Consent.

 23.2    Consent of Counsel (included in Exhibit 5).

 99.1    1996 Stock Option Plan.

 99.2    1996 Outside Directors Stock Option Plan.

ITEM 9.   UNDERTAKINGS

    (a)  Rule 415 Offering.  The undersigned registrant hereby undertakes to:

         (1)  File, during any period in which it offers or sells securities, a
              post-effective amendment to this Registration Statement to:

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

                   (ii) Reflect in the prospectus any facts or events which,
                        individually or together, represent a fundamental
                        change in the information set forth in the Registration
                        Statement; and

                  (iii) Include any additional or changed material
                        information on the plan of distribution;

PROVIDED, HOWEVER, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
in a post-effective amendment is incorporated by reference from periodic reports
filed by the small business issuer under the Exchange Act.

                                         -3-
(2)  For determining liability under the Securities Act, treat each
              post-effective amendment as a new Registration Statement of the
              securities offered, and the offering of the securities at that
              time to be the initial bona fide offering thereof.

         (3)  File a post-effective amendment to remove from registration any
              of the securities that remain unsold at the end of the offering.

    (b)  Filings incorporating subsequent Exchange Act documents by reference. 
         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act, that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

    (c)  Incorporated annual and quarterly reports.  The undersigned registrant
         hereby undertakes to deliver or cause to be delivered with the
         prospectus, to each person to whom the prospectus is sent or given,
         the latest annual report to security holders that is incorporated by
         reference in the prospectus and furnished pursuant to and meeting the
         requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and,
         where interim financial information required to be presented by
         Article 3 of Regulation S-X are not set forth in the prospectus, to
         deliver or cause to be delivered to each person to whom the prospectus
         is sent or given, the latest quarterly report that is specifically
         incorporated by reference in the prospectus to provide such interim
         financial information.

    (d)  Request for acceleration of effective date or filing of registration
         statement on Form S-8.  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 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 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

The Registrant.  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 Lincoln, State of Nebraska on November 21, 1996.

                                   Isco, Inc.                

                                  BY:/s/PHILIP M. WITTIG
                                        -------------------------------------- 
                                        Philip M. Wittig, Assistant Secretary,
                                        Treasurer, Chief Financial Officer  

                                   BY:/s/VICKI L. BENNE
                                      -------------------------------
                                         Vicki L. Benne, Controller

    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/ROBERT W. ALLINGTON             Chairman, Chief Executive           11/21/96
-----------------------            Officer, Director
   Robert W. Allington             

/s/DOUGLAS M. GRANT                President, Chief Operating          11/21/96
-----------------------            Officer, Director
   Douglas M. Grant                

/s/DALE L. YOUNG                   Secretary, Director                 11/21/96
-----------------------
   Dale L. Young

/s/HARRIS WAGENSEIL                Director                            11/21/96
-----------------------
   Harris Wagenseil

/s/ROBERT B. HARRIS                Director                            11/21/96
-----------------------
   Robert B. Harris

/s/JAMES L. LINDERHOLM             Director                            11/21/96
-----------------------
   James L. Linderholm

                                         -5-