As filed with the Securities and Exchange Commission on September  19, 1997
                                               Registration No.
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           UNIGENE LABORATORIES, INC.
               (Exact name of issuer as specified in its charter)

          Delaware                                        22-2328609
  (State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                              110 Little Falls Road
                           Fairfield, New Jersey 07004
               (Address of Principal Executive Offices) (Zip Code)

                           UNIGENE LABORATORIES, INC.
                         1994 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                              JESSE MARGOLIN, ESQ.
                       Becker Ross Stone DeStefano & Klein
                        317 Madison Avenue - Suite #1410
                          New York, New York 10017-5372
                     (Name and address of agent for service)

                                 (212) 697-2310
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                           Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum       Proposed Maximum
                                       Amount to be     Offering Price per    Aggregate Offering        Amount of
Title of Securities to be Registered    Registered         Share(1)                 Price(1)        Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                  <C>                   <C>                   <C>
Common Stock, par value $.01           750,000(2)(3)        $3.78                 $2,835,000            $  859.09
------------                                                                                                       
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee, in accordance with Rule 457(c),  on the basis of the
         average  of the high and low  prices  per share of Common  Stock of the
         registrant  on  September  3, 1997 as reported  on the NASDAQ  National
         Market System.

(2)      Reserved for  issuance  upon  exercise of options  which may be granted
         under the 1994 Employee Stock Option Plan.

(3)      There are also being registered such additional indeterminate number of
         shares of Common Stock as may be required to cover possible adjustments
         by reason of the anti-dilution provisions contained in the Plan.
</TABLE>
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
       ==================================================================


         Documents  containing  the  information  specified  in  Part I of  this
Registration  Statement will be given or sent to all persons who  participate in
the Unigene Laboratories, Inc. 1994 Employee Stock Option Plan.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference.


         The  following  documents  as filed with the  Securities  and  Exchange
Commission  (the  "Commission")  by  Unigene  Laboratories,   Inc.,  a  Delaware
corporation (the  "Registrant")  are hereby  incorporated by reference into this
Registration Statement:

         A. The  Registrant's  latest  annual  report filed  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  or,  if  the  financial   statements  therein  are  more  current,   the
Registrant's latest prospectus, other than the prospectus of which this document
is a  part,  filed  pursuant  to Rule  424(b)  with  the  Commission  under  the
Securities Act of 1933, as amended (the "Securities Act").

         B. All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
annual report or the prospectus referred to in (A.) above.

         C. The description of the Registrant's Common Stock, $.01 par value, as
set forth in Item 1 of the Registrant's Registration Statement on Form 8-A (File
No.  0-16005)  filed  with the  Commission  on August  4, 1987 and which  became
effective on August 12, 1987.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant to Section  13(a),  13(c),  14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities  offered 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 a part thereof from the date
of filing 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 other  subsequently  filed document which
also  is or 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 modified or superseded, to constitute a part of this
Registration Statement.
<PAGE>
Item 4.        Description of Securities.


                 Not Applicable.



Item 5.        Interests of Named Experts and Counsel.


                 None.


Item 6.        Indemnification of Directors and Officers.

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
generally  provides that a corporation is authorized to indemnify any person who
is  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding by reason of the fact that he is or was a director, officer, employee
or  agent  of the  corporation  or is or was  serving,  at  the  request  of the
corporation,  in  any  of  such  capacities  of  another  corporation  or  other
enterprise, if such director, officer, employee or agent 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, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  This statute describes
in detail the right of the Registrant to identify any such person.

         Section  102(b)(7)  of the DGCL enables a  corporation  in its original
certificate of incorporation  or an amendment  thereto to eliminate or limit the
personal  liability of a director for  violations  of the  director's  fiduciary
duty,  except  (i) for any  breach  of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions)  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.  The Registrant's  Certificate of Incorporation limits the liability of
directors to the extent permitted by Section 102(b)(7) of the DGCL.

         Article VI of the  Registrant's  By-Laws  requires  the  Registrant  to
indemnify each of its directors and officers to the fullest extent  permitted by
law in connection with any actual or threatened action or proceeding arising out
of his service to the Registrant or to other  organizations  at the Registrant's
request.

         Section  9 of the  Plan  provides  that  the  members  of the  Board of
Directors and stock option  committee  shall be  indemnified  by the  Registrant
against all costs and expenses  reasonably  incurred by them in connection  with
any action,  suit or  proceeding  to which they or any of them may be a party by
reason of any action  taken or failure  to act under or in  connection  with the
Plan, or any option granted thereunder,  and against all amounts paid by them in
settlement  thereof  (provided  such  settlement  is approved  by legal  counsel
selected by the Registrant) or paid by them in satisfaction of a judgment in any
such action,  suit or proceeding,  except a judgment based upon a finding of bad
faith.
<PAGE>
         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant  pursuant  to the  foregoing  provisions,  the  Registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.


Item 7.        Exemption from Registration Claimed.


                 Not applicable.


Item 8.        Exhibits.

         4.1      -         1994  Employee  Stock Option Plan.  Incorporated  by
                            reference   to   Exhibit   4.1   contained   in  the
                            Registrant's  Registration  Statement  on  Form  S-8
                            (Registration No. 333-01897).

         4.1.1    -         Amendment of 1994 Employee Stock Option Plan.

         4.2      -         Specimen  Certificate  for Common  Stock,  par value
                            $.01 per share. Incorporated by reference to Exhibit
                            4.2 in  Registration  Statement No.  33-6877 on Form
                            S-1.

         4.3      -        Certificate  of   Incorporation  of  Registrant  and
                            amendments   to  May  22,  1987.   Incorporated   by
                            reference to Exhibits 3.1 and 3.1.1 contained in the
                            Registrant's  Registration  Statement  on  Form  S-1
                            (Registration No. 33-6877).

         5.0      -         Opinion of Becker Ross Stone DeStefano & Klein as to
                            the legality of the shares being registered.

         23.1     -         Consent  of  Becker  Ross  Stone  DeStefano  & Klein
                            (included   in   Exhibit  5  to  this   Registration
                            Statement).

         23.2     -         Consent of KPMG Peat Marwick LLP.


Item 9.        Undertakings.


         The undersigned Registrant hereby undertakes:

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

                  (a) To include any prospectus  required by Section 10(a)(3) of
the Securities Act;
<PAGE>
                  (b) To reflect in the  prospectus  any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

                  (c) 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  (1)(a) and (1)(b) do 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  Exchange  Act  that  are
incorporated by reference in this 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.

         (4)  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.

         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 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 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  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in Fairfield, New Jersey, on September
19, 1997.

                                                   UNIGENE LABORATORIES, INC.


                                                   By: /S/WARREN P. LEVY
                                                       -----------------
                                                       Warren P. Levy, 
                                                       President


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

    Signature                        Title                        Date
    ---------                        -----                        ----


/S/WARREN P. LEVY             Director; President           September 19, 1997
-----------------             (Chief Executive Officer)
Warren P. Levy                


/S/RONALD S. LEVY             Director; Vice President      September 19, 1997
-----------------             (Chief Operating Officer)
Ronald S. Levy                


/S/JAY LEVY                   Chairman of the Board of      September 19, 1997
-----------                   Directors; Treasurer
Jay Levy                      (Chief Financial and
                              Chief Accounting Officer)


/S/ROBERT F. HENDRICKSON      Director                      September 19, 1997
------------------------
Robert F. Hendrickson

/S/ROBERT G. RUARK            Director                      September 19, 1997
------------------
Robert G. Ruark


/S/GEORGE M.WEIMER            Director                      September 19, 1997
------------------
George M. Weimer
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17006}]
{"company-data": {"conformed-name": "UNIGENE LABORATORIES INC", "cik": "0000352747", "assigned-sic": "2833", "irs-number": "222328609", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35951", "film-number": "97682737"}, "business-address": {"street1": "110 LITTLE FALLS RD", "city": "FAIRFIELD", "state": "NJ", "zip": "07004-2193", "phone": "2018820860"}, "mail-address": {"street1": "110 LITTLE FALLS RD", "city": "FAIRFIELD", "state": "NJ", "zip": "07004-2193"}}
As filed with the Securities and Exchange Commission on September  19, 1997
                                               Registration No.
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           UNIGENE LABORATORIES, INC.
               (Exact name of issuer as specified in its charter)

          Delaware                                        22-2328609
  (State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                              110 Little Falls Road
                           Fairfield, New Jersey 07004
               (Address of Principal Executive Offices) (Zip Code)

                           UNIGENE LABORATORIES, INC.
                         1994 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                              JESSE MARGOLIN, ESQ.
                       Becker Ross Stone DeStefano & Klein
                        317 Madison Avenue - Suite #1410
                          New York, New York 10017-5372
                     (Name and address of agent for service)

                                 (212) 697-2310
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum       Proposed Maximum
                                       Amount to be     Offering Price per    Aggregate Offering        Amount of
Title of Securities to be Registered    Registered         Share(1)                 Price(1)        Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01           750,000(2)(3)        $3.78                 $2,835,000            $  859.09
------------                                                                                                       
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee, in accordance with Rule 457(c),  on the basis of the
         average  of the high and low  prices  per share of Common  Stock of the
         registrant  on  September  3, 1997 as reported  on the NASDAQ  National
         Market System.

(2)      Reserved for  issuance  upon  exercise of options  which may be granted
         under the 1994 Employee Stock Option Plan.

(3)      There are also being registered such additional indeterminate number of
         shares of Common Stock as may be required to cover possible adjustments
         by reason of the anti-dilution provisions contained in the Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
       ==================================================================

         Documents  containing  the  information  specified  in  Part I of  this
Registration  Statement will be given or sent to all persons who  participate in
the Unigene Laboratories, Inc. 1994 Employee Stock Option Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

         The  following  documents  as filed with the  Securities  and  Exchange
Commission  (the  "Commission")  by  Unigene  Laboratories,   Inc.,  a  Delaware
corporation (the  "Registrant")  are hereby  incorporated by reference into this
Registration Statement:

         A. The  Registrant's  latest  annual  report filed  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  or,  if  the  financial   statements  therein  are  more  current,   the
Registrant's latest prospectus, other than the prospectus of which this document
is a  part,  filed  pursuant  to Rule  424(b)  with  the  Commission  under  the
Securities Act of 1933, as amended (the "Securities Act").

         B. All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
annual report or the prospectus referred to in (A.) above.

         C. The description of the Registrant's Common Stock, $.01 par value, as
set forth in Item 1 of the Registrant's Registration Statement on Form 8-A (File
No.  0-16005)  filed  with the  Commission  on August  4, 1987 and which  became
effective on August 12, 1987.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant to Section  13(a),  13(c),  14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities  offered 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 a part thereof from the date
of filing 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 other  subsequently  filed document which
also  is or 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 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.

                 None.

Item 6.        Indemnification of Directors and Officers.

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
generally  provides that a corporation is authorized to indemnify any person who
is  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding by reason of the fact that he is or was a director, officer, employee
or  agent  of the  corporation  or is or was  serving,  at  the  request  of the
corporation,  in  any  of  such  capacities  of  another  corporation  or  other
enterprise, if such director, officer, employee or agent 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, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  This statute describes
in detail the right of the Registrant to identify any such person.

         Section  102(b)(7)  of the DGCL enables a  corporation  in its original
certificate of incorporation  or an amendment  thereto to eliminate or limit the
personal  liability of a director for  violations  of the  director's  fiduciary
duty,  except  (i) for any  breach  of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions)  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.  The Registrant's  Certificate of Incorporation limits the liability of
directors to the extent permitted by Section 102(b)(7) of the DGCL.

         Article VI of the  Registrant's  By-Laws  requires  the  Registrant  to
indemnify each of its directors and officers to the fullest extent  permitted by
law in connection with any actual or threatened action or proceeding arising out
of his service to the Registrant or to other  organizations  at the Registrant's
request.

         Section  9 of the  Plan  provides  that  the  members  of the  Board of
Directors and stock option  committee  shall be  indemnified  by the  Registrant
against all costs and expenses  reasonably  incurred by them in connection  with
any action,  suit or  proceeding  to which they or any of them may be a party by
reason of any action  taken or failure  to act under or in  connection  with the
Plan, or any option granted thereunder,  and against all amounts paid by them in
settlement  thereof  (provided  such  settlement  is approved  by legal  counsel
selected by the Registrant) or paid by them in satisfaction of a judgment in any
such action,  suit or proceeding,  except a judgment based upon a finding of bad
faith.
Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant  pursuant  to the  foregoing  provisions,  the  Registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.

Item 7.        Exemption from Registration Claimed.

                 Not applicable.

Item 8.        Exhibits.

         4.1      -         1994  Employee  Stock Option Plan.  Incorporated  by
                            reference   to   Exhibit   4.1   contained   in  the
                            Registrant's  Registration  Statement  on  Form  S-8
                            (Registration No. 333-01897).

         4.1.1    -         Amendment of 1994 Employee Stock Option Plan.

         4.2      -         Specimen  Certificate  for Common  Stock,  par value
                            $.01 per share. Incorporated by reference to Exhibit
                            4.2 in  Registration  Statement No.  33-6877 on Form
                            S-1.

         4.3      -        Certificate  of   Incorporation  of  Registrant  and
                            amendments   to  May  22,  1987.   Incorporated   by
                            reference to Exhibits 3.1 and 3.1.1 contained in the
                            Registrant's  Registration  Statement  on  Form  S-1
                            (Registration No. 33-6877).

         5.0      -         Opinion of Becker Ross Stone DeStefano & Klein as to
                            the legality of the shares being registered.

         23.1     -         Consent  of  Becker  Ross  Stone  DeStefano  & Klein
                            (included   in   Exhibit  5  to  this   Registration
                            Statement).

         23.2     -         Consent of KPMG Peat Marwick LLP.

Item 9.        Undertakings.

         The undersigned Registrant hereby undertakes:

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

                  (a) To include any prospectus  required by Section 10(a)(3) of
the Securities Act;
(b) To reflect in the  prospectus  any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

                  (c) 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  (1)(a) and (1)(b) do 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  Exchange  Act  that  are
incorporated by reference in this 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.

         (4)  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.

         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 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 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  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in Fairfield, New Jersey, on September
19, 1997.

                                                   UNIGENE LABORATORIES, INC.

                                                   By: /S/WARREN P. LEVY
                                                       -----------------
                                                       Warren P. Levy, 
                                                       President

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

    Signature                        Title                        Date
    ---------                        -----                        ----

/S/WARREN P. LEVY             Director; President           September 19, 1997
-----------------             (Chief Executive Officer)
Warren P. Levy                

/S/RONALD S. LEVY             Director; Vice President      September 19, 1997
-----------------             (Chief Operating Officer)
Ronald S. Levy                

/S/JAY LEVY                   Chairman of the Board of      September 19, 1997
-----------                   Directors; Treasurer
Jay Levy                      (Chief Financial and
                              Chief Accounting Officer)

/S/ROBERT F. HENDRICKSON      Director                      September 19, 1997
------------------------
Robert F. Hendrickson

/S/ROBERT G. RUARK            Director                      September 19, 1997
------------------
Robert G. Ruark

/S/GEORGE M.WEIMER            Director                      September 19, 1997
------------------
George M. Weimer