<PAGE>



     As filed with the Securities and Exchange Commission on October 31, 2002
                                                      Registration No. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  SEPRACOR INC.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                              22-2536587
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

         84 WATERFORD DRIVE
         MARLBOROUGH, MASSACHUSETTS                                01752
(Address of Principal Executive Offices)                         (Zip Code)

                            2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                               SUSAN MURLEY, ESQ.
                                HALE AND DORR LLP
                                 60 STATE STREET
                                BOSTON, MA 02109
                     (Name and Address of Agent For Service)

                                  617-526-6000
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================== ========================= ====================== ====================== ======================
Title of Securities                               Proposed Maximum       Proposed Maximum
to be  Registered     Amount to be Registered    Offering Price Per     Aggregate Offering          Amount of
                                (1)                     Share                  Price            Registration Fee
--------------------- ------------------------- ---------------------- ---------------------- ----------------------
<S>                       <C>                         <C>                 <C>                        <C>
Common Stock, $0.10
par value per share       4,000,000 shares            $8.02 (2)           $32,080,000 (2)            $2,952
===================== ========================= ====================== ====================== ======================
</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)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq National Market on
     October 25, 2002.


<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.


                                     - 1 -


<PAGE>


         ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

         ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article NINTH of the Registrant's Restated Certificate of Incorporation
(as amended, the "Certificate of Incorporation") provides that no director of
the Registrant shall be liable for any breach of a fiduciary duty, except to the
extent that the General Corporation Law of the State of Delaware (the "DGCL")
prohibits the elimination or limitation of liability of directors for breach of
fiduciary duty.

         Article THIRTEENTH of the Certificate of Incorporation provides that a
director or officer of the Registrant (a) shall be indemnified by the Registrant
against all costs, charges, expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any litigation
or other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all costs, charges and expenses (including
attorneys' fees) incurred in connection with any action by or in the right of
the Registrant brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
such 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 is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice or the settlement of an
action without admission of liability, he is required to be indemnified by the
Registrant against all costs, charges and expenses (including attorneys' fees)
incurred in connection therewithin. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.

         Indemnification is required to be made unless the Board of Directors or
independent legal counsel determines that the applicable standard of conduct
required for indemnification has not been met. In the event of a determination
by the Board of Directors or independent legal counsel that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make the applicable standard of
conduct required for indemnification, or if the Registrant fails to make an
indemnification payment within 60 days after such payment is claimed by such
person, such person is permitted to petition the court to make an independent
determination as to whether such person is entitled to indemnification. As a
condition precedent to the right of indemnification, the director or officer
must give the Registrant notice of the action for which indemnity is sought and
the Registrant has the right to participate in such action or assume the defense
thereto.


                                     - 2 -


<PAGE>


         Article THIRTEENTH of the Certificate of Incorporation further provides
that the indemnification provided therein is not exclusive, and provides that in
the event that the DGCL is amended to expand the indemnification permitted to
directors or officers the Registrant must indemnify those persons to the fullest
extent permitted by such law as so amended.

         Section 102 of the DGCL allows 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 has included such a
provision in its Certificate of Incorporation.

         Section 145 of the DGCL 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 amounts paid and expenses incurred in connection with an action or
proceeding to which he is or is threatened to be made a party by reason of such
position, if such person shall have 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 proceeding, if such person had no reasonable
cause to believe his conduct was unlawful; provided that, in the case of actions
brought by or in the right of the corporation, no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the adjudicating
court determines that such indemnification is proper under the circumstances.

         The Registrant maintains a general liability insurance policy which
covers certain liabilities of directors and officers of the Registrant arising
out of claims based on acts or omissions in their capacities as directors or
officers.

         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.

         1. ITEM 512(a) OF REGULATION S-K. 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


                                     - 3 -


<PAGE>


          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.

         2. ITEM 512(b) OF REGULATION S-K. 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.

         3. ITEM 512(h) OF REGULATION S-K. 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 town of Marlborough, Commonwealth of
Massachusetts, on the 31st day of October, 2002.

                                     SEPRACOR INC.

                                     By:   /s/ Robert F. Scumaci
                                           ---------------------
                                           Robert F. Scumaci
                                           Executive Vice President, Finance and
                                           Administration, and Treasurer



                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Sepracor Inc. hereby
severally constitute and appoint Timothy J. Barberich, David P. Southwell and
Robert F. Scumaci, 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 Sepracor 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>
Timothy J. Barberich                  Chief Executive Officer and
--------------------                  Director (Principal Executive                 October 31, 2002
Timothy J. Barberich                  Officer)



David P. Southwell                    Executive Vice President and                  October 31, 2002
------------------                    Chief Financial Officer
David P. Southwell                    (Principal Financial Officer)


Robert F. Scumaci                     Executive Vice President, Finance             October 31, 2002
-----------------                     and Administration, and Treasurer
Robert F. Scumaci                     (Principal Accounting Officer)


                                     - 5 -


<PAGE>



James G. Andress                      Director                                      October 31, 2002
----------------
James G. Andress



Digby W. Barrios                      Director                                      October 31, 2002
----------------
Digby W. Barrios



-----------------                     Director
Robert J. Cresci



-----------------                     Director
Keith Mansford, Ph.D.



James F. Mrazek                       Director                                      October 31, 2002
---------------
James F. Mrazek



Alan A. Steigrod                      Director                                      October 31, 2002
----------------
Alan A. Steigrod
</TABLE>








                                     - 6 -


<PAGE>




                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number            Description
-------           -----------
<S>               <C>
4.1(1)            Restated Certificate of Incorporation of the Registrant, as
                  amended

4.2(1)            Amended and Restated By-Laws of the Registrant

5                 Opinion of Hale and Dorr LLP

23.1              Consent of Hale and Dorr LLP
                  (included in Exhibit 5)
23.2              Consent of PricewaterhouseCoopers LLP

24                Power of Attorney (included on the signature pages of this
                  registration statement)
</TABLE>

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

(1)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the year ended December 31, 2000
[{"type": "S-8", "sequence": "1", "filename": "a2092120zs-8.txt", "description": "S-8", "secsgml_size_bytes": 20990}]
{"company-data": {"conformed-name": "SEPRACOR INC /DE/", "cik": "0000877357", "assigned-sic": "2834", "irs-number": "222536587", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100888", "film-number": "02804877"}, "business-address": {"street1": "111 LOCKE DR", "city": "MARLBOROUGH", "state": "MA", "zip": "01757", "phone": "5084816700"}}
As filed with the Securities and Exchange Commission on October 31, 2002
                                                      Registration No. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  SEPRACOR INC.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                              22-2536587
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

         84 WATERFORD DRIVE
         MARLBOROUGH, MASSACHUSETTS                                01752
(Address of Principal Executive Offices)                         (Zip Code)

                            2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                               SUSAN MURLEY, ESQ.
                                HALE AND DORR LLP
                                 60 STATE STREET
                                BOSTON, MA 02109
                     (Name and Address of Agent For Service)

                                  617-526-6000
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
===================== ========================= ====================== ====================== ======================
Title of Securities                               Proposed Maximum       Proposed Maximum
to be  Registered     Amount to be Registered    Offering Price Per     Aggregate Offering          Amount of
                                (1)                     Share                  Price            Registration Fee
--------------------- ------------------------- ---------------------- ---------------------- ----------------------
Common Stock, $0.10
par value per share       4,000,000 shares            $8.02 (2)           $32,080,000 (2)            $2,952
===================== ========================= ====================== ====================== ======================
(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)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq National Market on
     October 25, 2002.
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.

                                     - 1 -
ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

         ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article NINTH of the Registrant's Restated Certificate of Incorporation
(as amended, the "Certificate of Incorporation") provides that no director of
the Registrant shall be liable for any breach of a fiduciary duty, except to the
extent that the General Corporation Law of the State of Delaware (the "DGCL")
prohibits the elimination or limitation of liability of directors for breach of
fiduciary duty.

         Article THIRTEENTH of the Certificate of Incorporation provides that a
director or officer of the Registrant (a) shall be indemnified by the Registrant
against all costs, charges, expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any litigation
or other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all costs, charges and expenses (including
attorneys' fees) incurred in connection with any action by or in the right of
the Registrant brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
such 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 is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice or the settlement of an
action without admission of liability, he is required to be indemnified by the
Registrant against all costs, charges and expenses (including attorneys' fees)
incurred in connection therewithin. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.

         Indemnification is required to be made unless the Board of Directors or
independent legal counsel determines that the applicable standard of conduct
required for indemnification has not been met. In the event of a determination
by the Board of Directors or independent legal counsel that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make the applicable standard of
conduct required for indemnification, or if the Registrant fails to make an
indemnification payment within 60 days after such payment is claimed by such
person, such person is permitted to petition the court to make an independent
determination as to whether such person is entitled to indemnification. As a
condition precedent to the right of indemnification, the director or officer
must give the Registrant notice of the action for which indemnity is sought and
the Registrant has the right to participate in such action or assume the defense
thereto.

                                     - 2 -
Article THIRTEENTH of the Certificate of Incorporation further provides
that the indemnification provided therein is not exclusive, and provides that in
the event that the DGCL is amended to expand the indemnification permitted to
directors or officers the Registrant must indemnify those persons to the fullest
extent permitted by such law as so amended.

         Section 102 of the DGCL allows 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 has included such a
provision in its Certificate of Incorporation.

         Section 145 of the DGCL 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 amounts paid and expenses incurred in connection with an action or
proceeding to which he is or is threatened to be made a party by reason of such
position, if such person shall have 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 proceeding, if such person had no reasonable
cause to believe his conduct was unlawful; provided that, in the case of actions
brought by or in the right of the corporation, no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the adjudicating
court determines that such indemnification is proper under the circumstances.

         The Registrant maintains a general liability insurance policy which
covers certain liabilities of directors and officers of the Registrant arising
out of claims based on acts or omissions in their capacities as directors or
officers.

         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.

         1. ITEM 512(a) OF REGULATION S-K. 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

                                     - 3 -
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.

         2. ITEM 512(b) OF REGULATION S-K. 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.

         3. ITEM 512(h) OF REGULATION S-K. 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 town of Marlborough, Commonwealth of
Massachusetts, on the 31st day of October, 2002.

                                     SEPRACOR INC.

                                     By:   /s/ Robert F. Scumaci
                                           ---------------------
                                           Robert F. Scumaci
                                           Executive Vice President, Finance and
                                           Administration, and Treasurer

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Sepracor Inc. hereby
severally constitute and appoint Timothy J. Barberich, David P. Southwell and
Robert F. Scumaci, 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 Sepracor 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
             ---------                              -----                                ----
Timothy J. Barberich                  Chief Executive Officer and
--------------------                  Director (Principal Executive                 October 31, 2002
Timothy J. Barberich                  Officer)

David P. Southwell                    Executive Vice President and                  October 31, 2002
------------------                    Chief Financial Officer
David P. Southwell                    (Principal Financial Officer)

Robert F. Scumaci                     Executive Vice President, Finance             October 31, 2002
-----------------                     and Administration, and Treasurer
Robert F. Scumaci                     (Principal Accounting Officer)

                                     - 5 -
James G. Andress                      Director                                      October 31, 2002
----------------
James G. Andress

Digby W. Barrios                      Director                                      October 31, 2002
----------------
Digby W. Barrios

-----------------                     Director
Robert J. Cresci

-----------------                     Director
Keith Mansford, Ph.D.

James F. Mrazek                       Director                                      October 31, 2002
---------------
James F. Mrazek

Alan A. Steigrod                      Director                                      October 31, 2002
----------------
Alan A. Steigrod
- 6 -
EXHIBIT INDEX
Exhibit
Number            Description
-------           -----------
4.1(1)            Restated Certificate of Incorporation of the Registrant, as
                  amended

4.2(1)            Amended and Restated By-Laws of the Registrant

5                 Opinion of Hale and Dorr LLP

23.1              Consent of Hale and Dorr LLP
                  (included in Exhibit 5)
23.2              Consent of PricewaterhouseCoopers LLP

24                Power of Attorney (included on the signature pages of this
                  registration statement)
-----------------------

(1)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the year ended December 31, 2000