As filed with the Securities and Exchange Commission on May 4, 1998
                                               Registration No._________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  EXOGEN, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                       22-3208468
--------------------------------------------------------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)


       10 Constitution Avenue, P.O. Box 6860, Piscataway, New Jersey 08855
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                               Patrick A. McBrayer
                      Chief Executive officer and President

                                  EXOGEN, INC.
       10 Constitution Avenue, P.O. Box 6860, Piscataway, New Jersey 08855
                     (Name and address of agent for service)

                                 (732) 981-0990
          (Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE

                                                             Proposed           Proposed
   Title of                                                   Maximum            Maximum
  Securities                            Amount               Offering           Aggregate             Amount of
     to be                              to be                  Price            Offering            Registration
  Registered                        Registered(1)          per Share(2)         Price(2)                 Fee
  ----------                        -------------          ------------         --------                 ---
<S>                                 <C>                     <C>                 <C>                      <C>
1995 Stock Option/
Stock Issuance Plan

Options to purchase
Common Stock                        600,000 shares          N/A                 N/A                      N/A

Common Stock,
$0.0001 par value                   600,000 shares          $4.81               $2,886,000               $  851.37
                                                                      

Employee Stock Purchase Plan

Common Stock,
$0.0001 par value                   200,000 shares          $4.81               $  962,000               $  283.79 
                                                              

                                                                              Aggregate Filing Fee:      $1,135.16
</TABLE>
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable  under the 1995 Stock  Option/Stock
         Issuance  Plan and/or  Employee  Stock  Purchase  Plan by reason of any
         stock  dividend,   stock  split,   recapitalization  or  other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the outstanding  shares of Common Stock
         of Exogen, Inc.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low  selling  prices per share of Common  Stock of Exogen,
         Inc. on April 30, 1998, as reported by the Nasdaq National
         Market.
<PAGE>
                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

                  Exogen,   Inc.  (the  "Registrant")   hereby  incorporates  by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended September 30, 1997,  filed with the SEC on December
                  19, 1997;

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended  December 31, 1997,  filed with the with the SEC
                  on February 6, 1998; and

         (c)      The Registrant's Registration Statement No. 26154 on Form 8-A,
                  and  amendments  thereto,  filed with the SEC on May 26, 1995,
                  pursuant to Section 12 of the  Securities  and Exchange Act of
                  1934 (the "1934 Act") in which there is  described  the terms,
                  rights  and   provisions   applicable   to  the   Registrant's
                  outstanding Common Stock.

                  All reports and  definitive  proxy or  information  statements
filed  pursuant to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act after the
date of this Registration  Statement and 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  into this  Registration  Statement  and to be a part
hereof from the date of 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 purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so such modified or superseded, to constitute a part of
this Registration Statement.

Item 4.  Description of Securities

                  Not applicable.

Item 5.   Interests of Named Experts and Counsel

                  Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award or a  corporation's  Board of  Directors  to grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement for expenses  incurred) arising under the 1933 Act. Articles 8 and
<PAGE>
9 of the Registrant's  Second Amended and Restated  Certificate of Incorporation
provide for  indemnification  of its  directors  and  officers  and  permissible
indemnification of employees and other agents to the maximum extent permitted by
the  Delaware  General  Corporation  Law.  The  Company has  obtained  liability
insurance for its officers and directors.


Item 7.  Exemption from Registration Claimed

                  Not applicable.


Item 8.  Exhibits

  Exhibit Number                        Exhibit
  --------------                        -------

         4        Instruments Defining Rights of Shareholders. Reference is made
                  to Registrant's  Registration  Statement No. 26154 on Form 8-A
                  and  amendments  thereto  which  are  incorporated  herein  by
                  reference pursuant to Item 3(b).
         5        Opinion and Consent of Brobeck,  Phleger & Harrison  LLP. 
         23.1     Consent of Arthur Andersen LLP, Independent Accountants. 
         23.2     Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.
         24       Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.
         99.1     1995 Stock Option/Stock  Issuance Plan (as amended on November
                  14, 1997).
         99.2*    Form of Notice of Grant of Stock Option.
         99.3     Form of Stock Option Agreement (Installment Option).
         99.4     Form of  Addendum to Stock  Option  Agreement  (Limited  Stock
                  Appreciation Right).
         99.5*    Form of  Addendum  to  Stock  Option  Agreement  (Special  Tax
                  Elections).
         99.6*    Form of Notice of Grant of  Automatic  Stock  Option  (Initial
                  Grant).
         99.7*    Form of  Notice Of Grant of  Automatic  Stock  Option  (Annual
                  Grant).
         99.8     Form of Automatic Stock Option Agreement.
         99.9     Employee  Stock  Purchase  Plan (as  amended on  November  14,
                  1997).
         99.10*   Form of Stock  Purchase  Agreement  under the  Employee  Stock
                  Purchase Plan.
         99.11*   Form of Enrollment/Change Form.
         99.12*   Form of Special Officer Participation Form.

         *  Exhibits  99.2,  99.5,  99.6,  99.7,  99.10,  99.11  and  99.12  are
incorporated  herein by reference to Exhibits 99.2,  99.5,  99.6,  99.7,  99.13,
99.14 and  99.15,  respectively,  to  Registrant's  Registration  Statement  No.
33-94750 on Form S-8, filed with the SEC on July 19, 1995.
<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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the information set forth in this
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 this  Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
into this  Registration  Statement;  (2) that for the purpose of determining any
liability under the 1933 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; and (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  Registrant's  1995 Stock  Option/Stock
Issuance Plan and/or Employee Stock Purchase Plan.

                  B. The  undersigned  Registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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. Insofar as  indemnification  for liabilities  arising under
the 1933 Act may be permitted to directors,  officers, or controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant   has  been  advised   that,   in  the  opinion  of  the  SEC,   such
indemnification  is against  public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
<PAGE>
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Piscataway,  State of New Jersey,  on
this 30th day of April, 1998.


                                           EXOGEN, INC.

                                      By:  /s/Patrick A. McBrayer
                                           ----------------------
                                           Patrick A. McBrayer
                                           Chief Executive Officer and President


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of Exogen, Inc., a
Delaware  corporation,  do hereby constitute and appoint Patrick A. McBrayer and
Richard H. Reisner,  and each of them, the lawful  attorneys-in-fact  and agents
with full power and  authority  to do any and all acts and things and to execute
any and all  instruments  which said attorneys and agents,  and any one of them,
determine  may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulations  or  requirements  of the  Securities  and  Exchange  Commission  in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
that all said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.
<PAGE>
                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures                  Title                                          Date
----------                  -----                                          ----
<S>                         <C>                                            <C>
/s/Patrick A. McBrayer      Chief Executive Officer, President,            April 30, 1998
-----------------------     and Director                    
Patrick A. McBrayer         (Principal Executive Officer)   


/s/Richard H. Reisner       Vice President, Chief Financial Officer,       April 30, 1998
---------------------       and Secretary                  
Richard H. Reisner          (Principal Financial Officer)  


/s/John P. Ryaby            Director                                       April 30, 1998
----------------
John P. Ryaby


/s/Buzz Benson              Director                                       April 30, 1998
--------------
Buzz Benson


/s/Donald J. Lothrop        Director                                       April 30, 1998
--------------------
Donald J. Lothrop


/s/Terence D. Wall          Director                                       April 30, 1998
------------------
Terence D. Wall


/s/David J. Ottensmeyer     Director                                       April 30, 1998
-----------------------
David J. Ottensmeyer


/s/Peter C. Madeja          Director                                       April 30, 1998
------------------
Peter C. Madeja
</TABLE>
<PAGE>













                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                                  EXOGEN, INC.



<PAGE>
                                  EXHIBIT INDEX




    Exhibit Number                      Exhibit
    --------------                      -------

         4        Instruments Defining Rights of Shareholders. Reference is made
                  to Registrant's  Registration  Statement No. 26154 on Form 8-A
                  which is  incorporated  herein by  reference  pursuant to Item
                  3(d).
         5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.
         23.1     Consent of Arthur Andersen LLP, Independent Auditors.
         23.2     Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.
         24       Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.
         99.1     1995 Stock Option/Stock  Issuance Plan (as amended on November
                  14, 1997).
         99.2*    Form of Notice of Grant of Stock Option.
         99.3     Form of Stock Option Agreement (Installment Option).
         99.4     Form of  Addendum to Stock  Option  Agreement  (Limited  Stock
                  Appreciation Right).
         99.5*    Form of  Addendum  to  Stock  Option  Agreement  (Special  Tax
                  Elections).
         99.6*    Form of Notice of Grant of  Automatic  Stock  Option  (Initial
                  Grant).
         99.7*    Form of Notice of Automatic Stock Option (Annual Grant).
         99.8     Form of Automatic Stock Option Agreement.
         99.9     Employee  Stock  Purchase  Plan (as  amended on  November  14,
                  1997).
         99.10*   Form of Stock  Purchase  Agreement  under the  Employee  Stock
                  Purchase Plan.
         99.11*   Form of Enrollment/Change Form.
         99.12*   Form of Special Officer Participation Form.


         *  Exhibits  99.2,  99.5,  99.6,  99.7,  99.10,  99.11  and  99.12  are
incorporated  herein by reference to Exhibits 99.2,  99.5,  99.6,  99.7,  99.13,
99.14 and  99.15,  respectively,  to  Registrant's  Registration  Statement  No.
33-94750 on Form S-8, filed with the SEC on July 19, 1995.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19898}]
{"company-data": {"conformed-name": "EXOGEN INC", "cik": "0000934094", "assigned-sic": "3845", "irs-number": "223208468", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51731", "film-number": "98609347"}, "business-address": {"street1": "10 CONSTITUTION AVE", "street2": "P O BX 6860", "city": "PISCATAWAY", "state": "NJ", "zip": "08855", "phone": "9089810990"}, "mail-address": {"street1": "10 CONSTITUTION AVE", "street2": "PO BOX 6860", "city": "PISCATAWAY", "state": "NJ", "zip": "08855"}}
As filed with the Securities and Exchange Commission on May 4, 1998
                                               Registration No._________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  EXOGEN, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                       22-3208468
--------------------------------------------------------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

       10 Constitution Avenue, P.O. Box 6860, Piscataway, New Jersey 08855
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                               Patrick A. McBrayer
                      Chief Executive officer and President

                                  EXOGEN, INC.
       10 Constitution Avenue, P.O. Box 6860, Piscataway, New Jersey 08855
                     (Name and address of agent for service)

                                 (732) 981-0990
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                                             Proposed           Proposed
   Title of                                                   Maximum            Maximum
  Securities                            Amount               Offering           Aggregate             Amount of
     to be                              to be                  Price            Offering            Registration
  Registered                        Registered(1)          per Share(2)         Price(2)                 Fee
  ----------                        -------------          ------------         --------                 ---
1995 Stock Option/
Stock Issuance Plan

Options to purchase
Common Stock                        600,000 shares          N/A                 N/A                      N/A

Common Stock,
$0.0001 par value                   600,000 shares          $4.81               $2,886,000               $  851.37
                                                                      

Employee Stock Purchase Plan

Common Stock,
$0.0001 par value                   200,000 shares          $4.81               $  962,000               $  283.79 
                                                              

                                                                              Aggregate Filing Fee:      $1,135.16
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable  under the 1995 Stock  Option/Stock
         Issuance  Plan and/or  Employee  Stock  Purchase  Plan by reason of any
         stock  dividend,   stock  split,   recapitalization  or  other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the outstanding  shares of Common Stock
         of Exogen, Inc.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low  selling  prices per share of Common  Stock of Exogen,
         Inc. on April 30, 1998, as reported by the Nasdaq National
         Market.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

                  Exogen,   Inc.  (the  "Registrant")   hereby  incorporates  by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended September 30, 1997,  filed with the SEC on December
                  19, 1997;

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended  December 31, 1997,  filed with the with the SEC
                  on February 6, 1998; and

         (c)      The Registrant's Registration Statement No. 26154 on Form 8-A,
                  and  amendments  thereto,  filed with the SEC on May 26, 1995,
                  pursuant to Section 12 of the  Securities  and Exchange Act of
                  1934 (the "1934 Act") in which there is  described  the terms,
                  rights  and   provisions   applicable   to  the   Registrant's
                  outstanding Common Stock.

                  All reports and  definitive  proxy or  information  statements
filed  pursuant to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act after the
date of this Registration  Statement and 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  into this  Registration  Statement  and to be a part
hereof from the date of 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 purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so such modified or superseded, to constitute a part of
this Registration Statement.

Item 4.  Description of Securities

                  Not applicable.

Item 5.   Interests of Named Experts and Counsel

                  Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award or a  corporation's  Board of  Directors  to grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement for expenses  incurred) arising under the 1933 Act. Articles 8 and
9 of the Registrant's  Second Amended and Restated  Certificate of Incorporation
provide for  indemnification  of its  directors  and  officers  and  permissible
indemnification of employees and other agents to the maximum extent permitted by
the  Delaware  General  Corporation  Law.  The  Company has  obtained  liability
insurance for its officers and directors.

Item 7.  Exemption from Registration Claimed

                  Not applicable.

Item 8.  Exhibits

  Exhibit Number                        Exhibit
  --------------                        -------

         4        Instruments Defining Rights of Shareholders. Reference is made
                  to Registrant's  Registration  Statement No. 26154 on Form 8-A
                  and  amendments  thereto  which  are  incorporated  herein  by
                  reference pursuant to Item 3(b).
         5        Opinion and Consent of Brobeck,  Phleger & Harrison  LLP. 
         23.1     Consent of Arthur Andersen LLP, Independent Accountants. 
         23.2     Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.
         24       Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.
         99.1     1995 Stock Option/Stock  Issuance Plan (as amended on November
                  14, 1997).
         99.2*    Form of Notice of Grant of Stock Option.
         99.3     Form of Stock Option Agreement (Installment Option).
         99.4     Form of  Addendum to Stock  Option  Agreement  (Limited  Stock
                  Appreciation Right).
         99.5*    Form of  Addendum  to  Stock  Option  Agreement  (Special  Tax
                  Elections).
         99.6*    Form of Notice of Grant of  Automatic  Stock  Option  (Initial
                  Grant).
         99.7*    Form of  Notice Of Grant of  Automatic  Stock  Option  (Annual
                  Grant).
         99.8     Form of Automatic Stock Option Agreement.
         99.9     Employee  Stock  Purchase  Plan (as  amended on  November  14,
                  1997).
         99.10*   Form of Stock  Purchase  Agreement  under the  Employee  Stock
                  Purchase Plan.
         99.11*   Form of Enrollment/Change Form.
         99.12*   Form of Special Officer Participation Form.

         *  Exhibits  99.2,  99.5,  99.6,  99.7,  99.10,  99.11  and  99.12  are
incorporated  herein by reference to Exhibits 99.2,  99.5,  99.6,  99.7,  99.13,
99.14 and  99.15,  respectively,  to  Registrant's  Registration  Statement  No.
33-94750 on Form S-8, filed with the SEC on July 19, 1995.
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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the information set forth in this
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 this  Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
into this  Registration  Statement;  (2) that for the purpose of determining any
liability under the 1933 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; and (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  Registrant's  1995 Stock  Option/Stock
Issuance Plan and/or Employee Stock Purchase Plan.

                  B. The  undersigned  Registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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. Insofar as  indemnification  for liabilities  arising under
the 1933 Act may be permitted to directors,  officers, or controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant   has  been  advised   that,   in  the  opinion  of  the  SEC,   such
indemnification  is against  public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Piscataway,  State of New Jersey,  on
this 30th day of April, 1998.

                                           EXOGEN, INC.

                                      By:  /s/Patrick A. McBrayer
                                           ----------------------
                                           Patrick A. McBrayer
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of Exogen, Inc., a
Delaware  corporation,  do hereby constitute and appoint Patrick A. McBrayer and
Richard H. Reisner,  and each of them, the lawful  attorneys-in-fact  and agents
with full power and  authority  to do any and all acts and things and to execute
any and all  instruments  which said attorneys and agents,  and any one of them,
determine  may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulations  or  requirements  of the  Securities  and  Exchange  Commission  in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
that all said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated.
Signatures                  Title                                          Date
----------                  -----                                          ----
/s/Patrick A. McBrayer      Chief Executive Officer, President,            April 30, 1998
-----------------------     and Director                    
Patrick A. McBrayer         (Principal Executive Officer)   

/s/Richard H. Reisner       Vice President, Chief Financial Officer,       April 30, 1998
---------------------       and Secretary                  
Richard H. Reisner          (Principal Financial Officer)  

/s/John P. Ryaby            Director                                       April 30, 1998
----------------
John P. Ryaby

/s/Buzz Benson              Director                                       April 30, 1998
--------------
Buzz Benson

/s/Donald J. Lothrop        Director                                       April 30, 1998
--------------------
Donald J. Lothrop

/s/Terence D. Wall          Director                                       April 30, 1998
------------------
Terence D. Wall

/s/David J. Ottensmeyer     Director                                       April 30, 1998
-----------------------
David J. Ottensmeyer

/s/Peter C. Madeja          Director                                       April 30, 1998
------------------
Peter C. Madeja
SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                  EXOGEN, INC.
EXHIBIT INDEX

    Exhibit Number                      Exhibit
    --------------                      -------

         4        Instruments Defining Rights of Shareholders. Reference is made
                  to Registrant's  Registration  Statement No. 26154 on Form 8-A
                  which is  incorporated  herein by  reference  pursuant to Item
                  3(d).
         5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.
         23.1     Consent of Arthur Andersen LLP, Independent Auditors.
         23.2     Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.
         24       Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.
         99.1     1995 Stock Option/Stock  Issuance Plan (as amended on November
                  14, 1997).
         99.2*    Form of Notice of Grant of Stock Option.
         99.3     Form of Stock Option Agreement (Installment Option).
         99.4     Form of  Addendum to Stock  Option  Agreement  (Limited  Stock
                  Appreciation Right).
         99.5*    Form of  Addendum  to  Stock  Option  Agreement  (Special  Tax
                  Elections).
         99.6*    Form of Notice of Grant of  Automatic  Stock  Option  (Initial
                  Grant).
         99.7*    Form of Notice of Automatic Stock Option (Annual Grant).
         99.8     Form of Automatic Stock Option Agreement.
         99.9     Employee  Stock  Purchase  Plan (as  amended on  November  14,
                  1997).
         99.10*   Form of Stock  Purchase  Agreement  under the  Employee  Stock
                  Purchase Plan.
         99.11*   Form of Enrollment/Change Form.
         99.12*   Form of Special Officer Participation Form.

         *  Exhibits  99.2,  99.5,  99.6,  99.7,  99.10,  99.11  and  99.12  are
incorporated  herein by reference to Exhibits 99.2,  99.5,  99.6,  99.7,  99.13,
99.14 and  99.15,  respectively,  to  Registrant's  Registration  Statement  No.
33-94750 on Form S-8, filed with the SEC on July 19, 1995.