As filed with the Securities and Exchange Commission on June 30, 1997
                                                     Registration No. 33-______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                              SYMBOLLON CORPORATION
             (Exact name of registrant as specified in its charter)
                                -----------------

                  Delaware                            36-3463683
         (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)           Identification No.)
                                -----------------

                              122 Boston Post Road
                                Sudbury, MA 01776
               (Address of principal executive offices) (Zip code)
                                -----------------

                              SYMBOLLON CORPORATION
                 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)
                                ----------------
                                Paul C. Desjourdy
              Executive Vice President and Chief Financial Officer
                              Symbollon Corporation
                              122 Boston Post Road
                                Sudbury, MA 01776
                     (Name and address of agent for service)
                                 (508) 443-0165
          (Telephone number, including area code, of agent for service)
                                -----------------

                                    Copy to:
                            Irwin M. Rosenthal, Esq.
                      Rubin Baum Levin Constant & Friedman
                              30 Rockefeller Plaza
                               New York, NY 10112
                                 (212) 698-7700
                                -----------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>                      <C>                   <C>
                                                                      PROPOSED               PROPOSED
   TITLE OF EACH                                                       MAXIMUM                 MAXIMUM
CLASS OF SECURITIES                          AMOUNT TO BE          OFFERING PRICE             AGGREGATE               AMOUNT OF
  TO BE REGISTERED                           REGISTERED(1)          PER SHARE(2)          OFFERING PRICE(2)       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
 (par value $.001 per share).                100,000(3)               $   1.66                $ 166,000              $  50.30
====================================================================================================================================
</TABLE>
(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
indeterminable  number of additional  shares as may become issuable  pursuant to
terms designed to prevent dilution resulting from stock splits,  stock dividends
or similar  events.  (2) The price of $1.66 per share,  which was the average of
the high and low sales price of the Class A Common Stock on the NASDAQ  SmallCap
Market on June 26, 1997, is set forth solely for the purpose of calculating  the
registration  fee pursuant to Rule 457(h) under the  Securities  Act of 1933, as
amended (the "Securities  Act").  (3) Represents  shares of Class A Common Stock
reserved  for  issuance  pursuant  to  options  available  for  grant  under the
registrant's  1995  Non-Employee  Directors'  Stock  Option Plan (the  "Director
Option Plan").


<PAGE>

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1  PLAN INFORMATION.

ITEM 2  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  or  portions  thereof,  as  filed  with  the
Securities and Exchange Commission (the "Commission") by Symbollon  Corporation,
a Delaware Corporation (the "Registrant"), are incorporated herein by reference:

         (1)      the Registrant's Annual Report on Form 10-KSB for the year 
ended December 31, 1996.

         (2)      the Registrant's Quarterly Report on Form 10-QSB for the 
quarterly period ended March 31, 1997.

         (3) the  description  of the Class A Common Stock,  par value $.001 per
share  ("Common  Stock"),  of the Registrant  contained in the section  entitled
"Description of Securities" of the Registrant's  Registration  Statement on Form
SB-2  declared  effective  on  December  7, 1993 (File No.  33-68828)  (which is
incorporated by reference in Item 1 of the Registrant's  Registration  Statement
on Form 8-A (File No. 0-22872) dated November 12, 1993 filed pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c),  14 or 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 of such securities
then remaining  unsold,  shall be deemed to be incorporated by reference in 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 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.


<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection with the issuance of the securities
offered  hereby will be passed upon for the Company by Rubin Baum Levin Constant
& Friedman,  New York,  New York.  Irwin M.  Rosenthal,  a partner of Rubin Baum
Levin Constant & Friedman,  may be deemed to beneficially  own 279,892 shares of
Common Stock of the Company,  of which 277,372  shares of Common Stock are owned
of record by Magar, Inc., a privately held corporation of which Mr. Rosenthal is
a director, officer and a principal stockholder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference  is made to Section 145 of the Delaware  General  Corporation
Law  (the  "DGCL"),   Article   TENTH  of  the   Registrant's   Certificate   of
Incorporation,  as amended,  Article  VIII of the  Registrant's  By-Laws and the
Indemnification  Agreements  entered  into  with  certain  of  the  Registrant's
directors and officers.

         Section  145 of the  DGCL  generally  provides  that a  corporation  is
empowered 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  with  another
corporation or other enterprise,  if such director,  officer,  employee or agent
acted in good faith and in a manner he reasonably  believed 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 indemnify any such
person.

         Pursuant  to  Article  NINTH  of  the   Registrant's   Certificate   of
Incorporation and Article VIII of the Registrant's By-Laws, the Registrant shall
indemnify,  to the fullest extent  permitted by the DGCL, any person,  including
officers and directors, with regard to any action or proceeding.

         The Registrant has entered into an  indemnification  agreement with its
directors  and  officers.  Such  agreement  provides  that the  Registrant  will
indemnify the  indemnitee  to the fullest  extent  permitted by  applicable  law
against expenses,  including reasonable attorneys' fees,  judgments,  penalties,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection  with any  civil or  criminal  action  or  administrative  proceeding
arising  out of his  performance  of his duties as a director  or officer of the
Registrant  other  than an action  initiated  by a  director  or  officer.  Such
indemnification  is  available  if the  indemnitee  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, had no reasonable cause
to believe his conduct was unlawful.

         Under such indemnification  agreement, the entitlement of a director or
officer to  indemnification  is  determined  by a  majority  vote of a quorum of
disinterested  directors,  or if such  quorum  either  is not  obtainable  or so
directs,  by independent  counsel or by the  stockholders or the Registrant,  as

<PAGE>

determined   by  such  quorum  of   disinterested   directors.   Under   certain
circumstances, a party to the indemnification agreement is conclusively presumed
to have met the applicable statutory standard of conduct unless the Registrant's
Board of Directors, stockholders or independent legal counsel determine that the
relevant standard has not been met. If a change of control of the Registrant has
occurred,  the  entitlement  of such director or officer to  indemnification  is
determined by independent  counsel selected by such director or officer,  unless
such  director or officer  requests  that either the Board of  Directors  or the
stockholders  make such  determination.  The Company currently has $3,000,000 of
Director and Officer liability insurance.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (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
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore, unenforceable. See Item 17.
"Undertakings."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The  following is a complete  list of exhibits  filed as a part of this
Registration Statement:

         Exhibit No.       Document
         -----------       --------
         5.1               Opinion of Rubin Baum Levin Constant & Friedman 
                           regarding legality.

         23.1              Consent of Rubin Baum Levin Constant & Friedman 
                           (included in Exhibit 5.1).

         23.2              Consent of Richard A. Eisner & Company, LLP.

         24.1              Power of Attorney (included on signature page hereto)

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a) (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

<PAGE>

amendment  thereof)  which  individually  or  in  the  aggregate,   represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

         provided,  however,  that paragraphs  (a)(1)(i) and  (a)(1)(ii)of  this
section do not apply if the  Registration  Statement is on Form S-3, Form S-8 or
Form F-3,  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to section 13 or section
15(d) of the 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.

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

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the 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.



<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 City of Sudbury,  Commonwealth of Massachusetts,  on June 30,
1997.

                                      SYMBOLLON CORPORATION
                                      (Registrant)

                                      By:   /s/ PAUL C. DESJOURDY
                                         ------------------------
                                         Paul C. Desjourdy, Executive Vice
                                         President and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  severally  constitutes  and appoints Paul C. Desjourdy and
Jack H.  Kessler  and each of them,  his true and lawful  attorneys-in-fact  and
agents,  each acting alone, with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 and all documents relating thereto,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
or blue sky  filings,  granting  unto said  attorneys-in-fact  and agents,  each
acting  alone full power and  authority to do and perform each and every act and
thing  necessary or advisable to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that said  attorneys-in-fact  and agents,  or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement,  or  amendment  thereto,  has been signed  below by the
following persons in the capacities and on the dates indicated:

      Signature                   Title                                Date
      ---------                   -----                                ----
/s/ Jack H. Kessler               Executive Vice-President,        June 30, 1997
---------------------------       Chief Scientific Officer,
     Jack H. Kessler              Secretary and Chairman          
                                  of the Board of Directors
                                  (Principal Executive Officer)

/s/ Paul C. Desjourdy             Executive Vice President         June 30, 1997
---------------------------       Treasurer, Chief Financial
    Paul C. Desjourdy             Officer, and Director (Principal  
                                  Financial and Accounting Officer)

/s/ Stuart M. Paley               Director                         June 30, 1997
---------------------------
    Stuart M. Paley

/s/ Edward A. Mason               Director                         June 30, 1997
---------------------------
    Edward A. Mason

/s/ James C. Richards             Director                         June 30, 1997
---------------------------
    James C. Richards
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 - DIRECTORS' STOCK OPTION PLAN", "secsgml_size_bytes": 19974}]
{"company-data": {"conformed-name": "SYMBOLLON CORP", "cik": "0000912086", "assigned-sic": "2836", "irs-number": "363463683", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30467", "film-number": "97633704"}, "business-address": {"street1": "122 BOSTON POST RD", "city": "SUDBURY", "state": "MA", "zip": "01776", "phone": "5084430165"}, "mail-address": {"street1": "122 BOSTON POST RD", "city": "SUDBURY", "state": "MA", "zip": "01776"}}
As filed with the Securities and Exchange Commission on June 30, 1997
                                                     Registration No. 33-______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                              SYMBOLLON CORPORATION
             (Exact name of registrant as specified in its charter)
                                -----------------

                  Delaware                            36-3463683
         (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)           Identification No.)
                                -----------------

                              122 Boston Post Road
                                Sudbury, MA 01776
               (Address of principal executive offices) (Zip code)
                                -----------------

                              SYMBOLLON CORPORATION
                 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)
                                ----------------
                                Paul C. Desjourdy
              Executive Vice President and Chief Financial Officer
                              Symbollon Corporation
                              122 Boston Post Road
                                Sudbury, MA 01776
                     (Name and address of agent for service)
                                 (508) 443-0165
          (Telephone number, including area code, of agent for service)
                                -----------------

                                    Copy to:
                            Irwin M. Rosenthal, Esq.
                      Rubin Baum Levin Constant & Friedman
                              30 Rockefeller Plaza
                               New York, NY 10112
                                 (212) 698-7700
                                -----------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
PROPOSED               PROPOSED
   TITLE OF EACH                                                       MAXIMUM                 MAXIMUM
CLASS OF SECURITIES                          AMOUNT TO BE          OFFERING PRICE             AGGREGATE               AMOUNT OF
  TO BE REGISTERED                           REGISTERED(1)          PER SHARE(2)          OFFERING PRICE(2)       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
 (par value $.001 per share).                100,000(3)               $   1.66                $ 166,000              $  50.30
====================================================================================================================================
(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
indeterminable  number of additional  shares as may become issuable  pursuant to
terms designed to prevent dilution resulting from stock splits,  stock dividends
or similar  events.  (2) The price of $1.66 per share,  which was the average of
the high and low sales price of the Class A Common Stock on the NASDAQ  SmallCap
Market on June 26, 1997, is set forth solely for the purpose of calculating  the
registration  fee pursuant to Rule 457(h) under the  Securities  Act of 1933, as
amended (the "Securities  Act").  (3) Represents  shares of Class A Common Stock
reserved  for  issuance  pursuant  to  options  available  for  grant  under the
registrant's  1995  Non-Employee  Directors'  Stock  Option Plan (the  "Director
Option Plan").
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1  PLAN INFORMATION.

ITEM 2  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  or  portions  thereof,  as  filed  with  the
Securities and Exchange Commission (the "Commission") by Symbollon  Corporation,
a Delaware Corporation (the "Registrant"), are incorporated herein by reference:

         (1)      the Registrant's Annual Report on Form 10-KSB for the year 
ended December 31, 1996.

         (2)      the Registrant's Quarterly Report on Form 10-QSB for the 
quarterly period ended March 31, 1997.

         (3) the  description  of the Class A Common Stock,  par value $.001 per
share  ("Common  Stock"),  of the Registrant  contained in the section  entitled
"Description of Securities" of the Registrant's  Registration  Statement on Form
SB-2  declared  effective  on  December  7, 1993 (File No.  33-68828)  (which is
incorporated by reference in Item 1 of the Registrant's  Registration  Statement
on Form 8-A (File No. 0-22872) dated November 12, 1993 filed pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c),  14 or 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 of such securities
then remaining  unsold,  shall be deemed to be incorporated by reference in 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 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.

         Certain legal matters in connection with the issuance of the securities
offered  hereby will be passed upon for the Company by Rubin Baum Levin Constant
& Friedman,  New York,  New York.  Irwin M.  Rosenthal,  a partner of Rubin Baum
Levin Constant & Friedman,  may be deemed to beneficially  own 279,892 shares of
Common Stock of the Company,  of which 277,372  shares of Common Stock are owned
of record by Magar, Inc., a privately held corporation of which Mr. Rosenthal is
a director, officer and a principal stockholder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference  is made to Section 145 of the Delaware  General  Corporation
Law  (the  "DGCL"),   Article   TENTH  of  the   Registrant's   Certificate   of
Incorporation,  as amended,  Article  VIII of the  Registrant's  By-Laws and the
Indemnification  Agreements  entered  into  with  certain  of  the  Registrant's
directors and officers.

         Section  145 of the  DGCL  generally  provides  that a  corporation  is
empowered 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  with  another
corporation or other enterprise,  if such director,  officer,  employee or agent
acted in good faith and in a manner he reasonably  believed 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 indemnify any such
person.

         Pursuant  to  Article  NINTH  of  the   Registrant's   Certificate   of
Incorporation and Article VIII of the Registrant's By-Laws, the Registrant shall
indemnify,  to the fullest extent  permitted by the DGCL, any person,  including
officers and directors, with regard to any action or proceeding.

         The Registrant has entered into an  indemnification  agreement with its
directors  and  officers.  Such  agreement  provides  that the  Registrant  will
indemnify the  indemnitee  to the fullest  extent  permitted by  applicable  law
against expenses,  including reasonable attorneys' fees,  judgments,  penalties,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection  with any  civil or  criminal  action  or  administrative  proceeding
arising  out of his  performance  of his duties as a director  or officer of the
Registrant  other  than an action  initiated  by a  director  or  officer.  Such
indemnification  is  available  if the  indemnitee  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, had no reasonable cause
to believe his conduct was unlawful.

         Under such indemnification  agreement, the entitlement of a director or
officer to  indemnification  is  determined  by a  majority  vote of a quorum of
disinterested  directors,  or if such  quorum  either  is not  obtainable  or so
directs,  by independent  counsel or by the  stockholders or the Registrant,  as
determined   by  such  quorum  of   disinterested   directors.   Under   certain
circumstances, a party to the indemnification agreement is conclusively presumed
to have met the applicable statutory standard of conduct unless the Registrant's
Board of Directors, stockholders or independent legal counsel determine that the
relevant standard has not been met. If a change of control of the Registrant has
occurred,  the  entitlement  of such director or officer to  indemnification  is
determined by independent  counsel selected by such director or officer,  unless
such  director or officer  requests  that either the Board of  Directors  or the
stockholders  make such  determination.  The Company currently has $3,000,000 of
Director and Officer liability insurance.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (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
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore, unenforceable. See Item 17.
"Undertakings."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The  following is a complete  list of exhibits  filed as a part of this
Registration Statement:

         Exhibit No.       Document
         -----------       --------
         5.1               Opinion of Rubin Baum Levin Constant & Friedman 
                           regarding legality.

         23.1              Consent of Rubin Baum Levin Constant & Friedman 
                           (included in Exhibit 5.1).

         23.2              Consent of Richard A. Eisner & Company, LLP.

         24.1              Power of Attorney (included on signature page hereto)

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a) (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  thereof)  which  individually  or  in  the  aggregate,   represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

         provided,  however,  that paragraphs  (a)(1)(i) and  (a)(1)(ii)of  this
section do not apply if the  Registration  Statement is on Form S-3, Form S-8 or
Form F-3,  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to section 13 or section
15(d) of the 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.

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

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the 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.
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 City of Sudbury,  Commonwealth of Massachusetts,  on June 30,
1997.

                                      SYMBOLLON CORPORATION
                                      (Registrant)

                                      By:   /s/ PAUL C. DESJOURDY
                                         ------------------------
                                         Paul C. Desjourdy, Executive Vice
                                         President and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  severally  constitutes  and appoints Paul C. Desjourdy and
Jack H.  Kessler  and each of them,  his true and lawful  attorneys-in-fact  and
agents,  each acting alone, with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 and all documents relating thereto,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
or blue sky  filings,  granting  unto said  attorneys-in-fact  and agents,  each
acting  alone full power and  authority to do and perform each and every act and
thing  necessary or advisable to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that said  attorneys-in-fact  and agents,  or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement,  or  amendment  thereto,  has been signed  below by the
following persons in the capacities and on the dates indicated:

      Signature                   Title                                Date
      ---------                   -----                                ----
/s/ Jack H. Kessler               Executive Vice-President,        June 30, 1997
---------------------------       Chief Scientific Officer,
     Jack H. Kessler              Secretary and Chairman          
                                  of the Board of Directors
                                  (Principal Executive Officer)

/s/ Paul C. Desjourdy             Executive Vice President         June 30, 1997
---------------------------       Treasurer, Chief Financial
    Paul C. Desjourdy             Officer, and Director (Principal  
                                  Financial and Accounting Officer)

/s/ Stuart M. Paley               Director                         June 30, 1997
---------------------------
    Stuart M. Paley

/s/ Edward A. Mason               Director                         June 30, 1997
---------------------------
    Edward A. Mason

/s/ James C. Richards             Director                         June 30, 1997
---------------------------
    James C. Richards