<PAGE>

As filed with the Securities and Exchange Commission on August 6, 1997

                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549
                             -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                PROGENITOR, INC.
             (Exact name of Registrant as Specified in Its Charter)

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

        DELAWARE                                  31-1344193
(State or Other Jurisdiction                     (I.R.S. Employer
of Incorporation or Organization)                Identification No.)

                               1507 CHAMBERS ROAD
                              COLUMBUS, OHIO 43212
                    (Address of Principal Executive Offices)
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

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

                         Douglass B. Given, M.D., Ph.D.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                PROGENITOR, INC.
                               1507 CHAMBERS ROAD
                              COLUMBUS, OHIO 43212
                     (Name and Address of Agent for Service)

                                 (614) 488-6688
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                              GAVIN B. GROVER, ESQ.
                            KRISTIAN E. WIGGERT, ESQ.
                             HEIKE E. FISCHER, ESQ.
                             MORRISON & FOERSTER LLP
                              345 CALIFORNIA STREET
                         SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 677-7000

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

                       CALCULATION OF REGISTRATION FEE 

<TABLE>
<CAPTION>

                                                                                        Proposed                   Proposed 
                                      Amount                  Maximum                    Maximum                  Amount of 
 Title of Securities                  to be                Offering Price          Aggregate Offering            Registration 
 to be Registered                   Registered              Per Share(1)                Price(1)                     Fee 
-----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>                     <C>                           <C>            
 Common Stock, $.001 par 
 value per share                     100,000                $5.375                     $537,500                  $163.00

</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.  

    In addition, pursuant to Rule 416(c) under the Securities Act, this 
    Registration Statement also covers an indeterminate amount of interests 
    to be offered or sold pursuant to the employee benefit plan described 
    herein.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                Page 1 of 11 pages.
                    The Index to Exhibits appears on page II-8.

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Progenitor, Inc. (the "Registrant") with 
the Securities and Exchange Commission (the "Commission") are incorporated by 
reference herein:

    (a)   The Registrant's Prospectus filed pursuant to Rule 424(b) of the 
Securities Act of 1933, as amended (the "Securities Act"), related to the 
Registration Statement on Form S-1 (the "Registration Statement") as declared 
effective on August 6, 1997 (No. 333-05369), which includes audited 
financial statements for the Registrant's latest fiscal year.

    (b)   All other reports filed by the Registrant pursuant to Section 13(a) 
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since 
the end of the fiscal year covered by the audited financial statements 
described in (a) above.

    (c)   The description of the Registrant's Common Stock which is contained 
in its Registration Statement on Form 8-A dated July 29, 1997 filed under the 
Exchange Act, including any amendment or report filed for the purpose of 
updating such description.

    All documents filed by the Registrant with the Commission pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of 
a post-effective amendment which indicates that all securities offered have 
been sold or which 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 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 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.

    Not applicable.  


                                       II-1
                                 Page 2 of 12 Pages

<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 ("Section 145") of the Delaware General Corporation Law 
("DGCL") provides a detailed statutory framework covering indemnification of 
officers and directors against liabilities and expenses arising out of legal 
proceedings brought against them by reason of their being or having been 
directors or officers.  Section 145 generally provides that a director or 
officer of a corporation (i) shall be indemnified by the corporation for all 
expenses of such legal proceedings when he is successful on the merits, (ii) 
may be indemnified by the corporation for the expenses, judgments, fines and 
amounts paid in settlement of such proceedings (other than a derivative 
suit), even if he is not successful on the merits, if he acted in good faith 
and in a manner he reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful, and 
(iii) may be indemnified by the corporation for the expenses of a derivative 
suit (a suit by a stockholder alleging a breach by a director or officer of a 
duty owed to the corporation), even if he is not successful on the merits, if 
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation.  No indemnification may be 
made under clause (iii) above, however, if the director or officer is 
adjudged liable for negligence or misconduct in the performance of his duties 
to the corporation, unless a corporation determines that, despite such 
adjudication, but in view of all the circumstances, he is entitled to 
indemnification.  The indemnification described in clauses (ii) and (iii) 
above may be made only upon a determination that indemnification is proper 
because the applicable standard of conduct has been met.  Such a 
determination may be made by a majority of a quorum of disinterested 
directors, independent legal counsel, the stockholders or a court of 
competent jurisdiction.  The Registrant's Certificate of Incorporation 
provides that the Registrant shall indemnify to the fullest extent permitted 
by Section 145, as it now exists or as amended, all persons whom it may 
indemnify pursuant thereto.

    Section 102(b)(7) of the DGCL permits a corporation to provide in its 
Certificate of Incorporation that a director of the corporation shall not be 
personally liable to the corporation or its stockholders for monetary damages 
for breach of fiduciary duty as a director, except for liability (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) under Section 174 
of the DGCL, or (iv) for any transaction from which the director derived an 
improper personal benefit.  The Registrant's Certificate of Incorporation 
provides for the elimination of personal liability of a director for breach 
of fiduciary duty, as permitted by Section 102(b)(7) of the DGCL.

    Section 7 of the Form of Underwriting Agreement, attached as Exhibit 1.1 
to the Registration Statement on Form S-1, contains certain provisions 
relating to indemnification.

    The Registrant intends to obtain liability insurance insuring the
Registrant's officers and directors against liabilities that they may incur in
such capacities.

                                       II-2
                                 Page 3 of 12 Pages

<PAGE>



    The Registrant has entered into agreements to indemnify its directors and 
executive officers, in addition to indemnification provided for in the 
Registrant's charter documents.  These agreements, among other things, 
provide for the indemnification of the Registrant's directors and executive 
officers for certain expenses (including attorneys' fees), judgments, fines 
and settlement amounts incurred by any such person in any action or 
proceeding, including any action by or in the right of the Registrant, 
arising out of such person's services as a director or executive officer of 
the Registrant, any subsidiary of the Registrant or any other company or 
enterprise to which such person provides services at the request of the 
Registrant to the fullest extent permitted by applicable law.  The Registrant 
believes that these provisions and agreements will assist it in attracting 
and retaining qualified persons to serve as directors and executive officers.

    The Investors' Agreements described in the Registration Statement on Form 
S-1 provide for cross-indemnification of stockholders of the Registrant whose 
shares with registration rights are included in a registration under the 
Securities Act, and of the Registrant, its officers and directors for certain 
liabilities arising in connection with such registration.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.


                                       II-3
                                 Page 4 of 12 Pages

<PAGE>


ITEM 8.   EXHIBITS.

     4.1    Form of Amended and Restated Certificate of Incorporation of the
            Registrant (incorporated by reference to Exhibit 3.1 to the
            Registrant's Registration Statement on Form S-1 (Commission File 
            No. 333-05369) which became effective on August 6, 1997 (the
            "Registration Statement on Form S-1")).

     4.2    Registrant's Amended and Restated Bylaws (incorporated by reference
            to Exhibit 3.2 to the Registration Statement on Form S-1).

     5.1    Opinion of Morrison & Foerster LLP.

     23.1   Consent of Morrison & Foerster LLP (contained in Exhibit 5.1). 

     23.2   Consent of Coopers & Lybrand L.L.P., Independent Accountants. 

     23.3   Consent of Ernst & Young LLP, Independent Auditors. 

     24.1   Power of Attorney (See page II-5).

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 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;

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


                                       II-4
                                 Page 5 of 12 Pages

<PAGE>


    PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply 
if the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed 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 herein, 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 provisions contained in the 
Certificate of Incorporation and Bylaws of the Registrant, the DGCL, 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 hereunder, 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.  

                                       II-5
                                 Page 6 of 12 Pages

<PAGE>

SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
Progenitor, Inc. certifies that it has reasonable grounds to believe that it
meets all 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 Columbus, State of Ohio, on August 6, 1997.

                                   PROGENITOR, INC.
                                   

                                   By:       /s/ Douglas B. Given
                                      ----------------------------------
                                         Douglas B. Given
                                         President, Chief Executive Officer
                                         and Director

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints, severally and not jointly, Mark N.K. 
Bagnall, with full power to act alone, his true and lawful attorneys-in-fact, 
with the power of substitution, 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, and to file the 
same, with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact full power and authority to do and perform each and every 
act and thing requisite and necessary to be done 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 may lawfully do or cause to be done by virtue 
hereof.

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

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

  /s/ Douglass B. Given          President, Chief Executive     August 6, 1997
  ----------------------         Officer and Director                           
Douglass B. Given, M.D., Ph.D.   (PRINCIPAL EXECUTIVE OFFICER)                  
                                 
                                                                
 /s/ Mark N.K. Bagnall           Vice President, Finance and    August 6, 1997
 ---------------------           Chief Financial Officer                        
   Mark N.K. Bagnall             (PRINCIPAL FINANCIAL AND                       
                                 ACCOUNTING OFFICER)                            


                                       II-6
                                 Page 7 of 12 Pages

<PAGE>

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



 /s/ Robert P. Axline           Director                       August 6, 1997
 --------------------
   Robert P. Axline                 
                                                                
 /s/ Glenn L. Cooper            Director                       August 6, 1997
 --------------------
Glenn L. Cooper, M.D.
                                                                
 /s/ Alexander M. Haig, Jr.     Director                       August 6, 1997
 --------------------------
    Alexander M. Haig, Jr.     
                                                                
 /s/ Morris Laster              Director                       August 6, 1997
 -----------------
 Morris Laster, M.D.
                                                                
 /s/ Jerry P. Peppers           Director                       August 6, 1997
 --------------------
    Jerry P. Peppers     
                                                                
 /s/ David B. Sharrock          Director                       August 6, 1997
 ---------------------
    David B. Sharrock     


                                       II-7
                                 Page 8 of 12 Pages

<PAGE>


    EXHIBIT INDEX 

<TABLE>
<CAPTION>

EXHIBIT                                                                  SEQUENTIAL
NUMBER              DESCRIPTION                                           PAGE NO. 
-------             -----------                                          ----------
<S>       <C>                                                            <C>

4.1       Form of Amended and Restated Certificate of Incorporation of
          the Registrant (incorporated by reference to Exhibit 3.1 to
          the Registrants' Registration Statement on Form S-1
          (Commission File No. 333-05369) which became effective on
          August 6, 1997 (the "Registration Statement on Form S-1")).

4.2       Registrant's Amended and Restated Bylaws (incorporated by
          reference to Exhibit 3.2 to the Registration Statement on
          Form S-1).

5.1       Opinion of Morrison & Foerster LLP.                                 10

23.1      Consent of Morrison & Foerster LLP (contained in
          Exhibit 5.1).                                                       10

23.2      Consent of Coopers & Lybrand L.L.P., Independent
          Accountants.                                                        11

23.3      Consent of Ernst & Young LLP, Independent Auditors.                 12

24.1      Power of Attorney (See pages II-6 and II-7).                       7-8
</TABLE>


                                       II-8
                                 Page 9 of 12 Pages
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21994}]
{"company-data": {"conformed-name": "PROGENITOR INC", "cik": "0000936537", "assigned-sic": "2836", "irs-number": "311344193", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32997", "film-number": "97652573"}, "business-address": {"street1": "1507 CHAMBERS RD", "city": "COLUMBUS", "state": "OH", "zip": "43212", "phone": "6144886688"}, "mail-address": {"street1": "1507 CHAMBERS ROAD", "city": "COLUMBUS", "state": "OH", "zip": "43212"}}
As filed with the Securities and Exchange Commission on August 6, 1997

                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549
                             -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                PROGENITOR, INC.
             (Exact name of Registrant as Specified in Its Charter)

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

        DELAWARE                                  31-1344193
(State or Other Jurisdiction                     (I.R.S. Employer
of Incorporation or Organization)                Identification No.)

                               1507 CHAMBERS ROAD
                              COLUMBUS, OHIO 43212
                    (Address of Principal Executive Offices)
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

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

                         Douglass B. Given, M.D., Ph.D.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                PROGENITOR, INC.
                               1507 CHAMBERS ROAD
                              COLUMBUS, OHIO 43212
                     (Name and Address of Agent for Service)

                                 (614) 488-6688
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                              GAVIN B. GROVER, ESQ.
                            KRISTIAN E. WIGGERT, ESQ.
                             HEIKE E. FISCHER, ESQ.
                             MORRISON & FOERSTER LLP
                              345 CALIFORNIA STREET
                         SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 677-7000

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

                       CALCULATION OF REGISTRATION FEE
Proposed                   Proposed 
                                      Amount                  Maximum                    Maximum                  Amount of 
 Title of Securities                  to be                Offering Price          Aggregate Offering            Registration 
 to be Registered                   Registered              Per Share(1)                Price(1)                     Fee 
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par 
 value per share                     100,000                $5.375                     $537,500                  $163.00
(1) Estimated solely for the purpose of calculating the registration fee.  

    In addition, pursuant to Rule 416(c) under the Securities Act, this 
    Registration Statement also covers an indeterminate amount of interests 
    to be offered or sold pursuant to the employee benefit plan described 
    herein.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                Page 1 of 11 pages.
                    The Index to Exhibits appears on page II-8.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Progenitor, Inc. (the "Registrant") with 
the Securities and Exchange Commission (the "Commission") are incorporated by 
reference herein:

    (a)   The Registrant's Prospectus filed pursuant to Rule 424(b) of the 
Securities Act of 1933, as amended (the "Securities Act"), related to the 
Registration Statement on Form S-1 (the "Registration Statement") as declared 
effective on August 6, 1997 (No. 333-05369), which includes audited 
financial statements for the Registrant's latest fiscal year.

    (b)   All other reports filed by the Registrant pursuant to Section 13(a) 
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since 
the end of the fiscal year covered by the audited financial statements 
described in (a) above.

    (c)   The description of the Registrant's Common Stock which is contained 
in its Registration Statement on Form 8-A dated July 29, 1997 filed under the 
Exchange Act, including any amendment or report filed for the purpose of 
updating such description.

    All documents filed by the Registrant with the Commission pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of 
a post-effective amendment which indicates that all securities offered have 
been sold or which 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 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 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.

    Not applicable.  

                                       II-1
                                 Page 2 of 12 Pages
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 ("Section 145") of the Delaware General Corporation Law 
("DGCL") provides a detailed statutory framework covering indemnification of 
officers and directors against liabilities and expenses arising out of legal 
proceedings brought against them by reason of their being or having been 
directors or officers.  Section 145 generally provides that a director or 
officer of a corporation (i) shall be indemnified by the corporation for all 
expenses of such legal proceedings when he is successful on the merits, (ii) 
may be indemnified by the corporation for the expenses, judgments, fines and 
amounts paid in settlement of such proceedings (other than a derivative 
suit), even if he is not successful on the merits, if he acted in good faith 
and in a manner he reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful, and 
(iii) may be indemnified by the corporation for the expenses of a derivative 
suit (a suit by a stockholder alleging a breach by a director or officer of a 
duty owed to the corporation), even if he is not successful on the merits, if 
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation.  No indemnification may be 
made under clause (iii) above, however, if the director or officer is 
adjudged liable for negligence or misconduct in the performance of his duties 
to the corporation, unless a corporation determines that, despite such 
adjudication, but in view of all the circumstances, he is entitled to 
indemnification.  The indemnification described in clauses (ii) and (iii) 
above may be made only upon a determination that indemnification is proper 
because the applicable standard of conduct has been met.  Such a 
determination may be made by a majority of a quorum of disinterested 
directors, independent legal counsel, the stockholders or a court of 
competent jurisdiction.  The Registrant's Certificate of Incorporation 
provides that the Registrant shall indemnify to the fullest extent permitted 
by Section 145, as it now exists or as amended, all persons whom it may 
indemnify pursuant thereto.

    Section 102(b)(7) of the DGCL permits a corporation to provide in its 
Certificate of Incorporation that a director of the corporation shall not be 
personally liable to the corporation or its stockholders for monetary damages 
for breach of fiduciary duty as a director, except for liability (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) under Section 174 
of the DGCL, or (iv) for any transaction from which the director derived an 
improper personal benefit.  The Registrant's Certificate of Incorporation 
provides for the elimination of personal liability of a director for breach 
of fiduciary duty, as permitted by Section 102(b)(7) of the DGCL.

    Section 7 of the Form of Underwriting Agreement, attached as Exhibit 1.1 
to the Registration Statement on Form S-1, contains certain provisions 
relating to indemnification.

    The Registrant intends to obtain liability insurance insuring the
Registrant's officers and directors against liabilities that they may incur in
such capacities.

                                       II-2
                                 Page 3 of 12 Pages
The Registrant has entered into agreements to indemnify its directors and 
executive officers, in addition to indemnification provided for in the 
Registrant's charter documents.  These agreements, among other things, 
provide for the indemnification of the Registrant's directors and executive 
officers for certain expenses (including attorneys' fees), judgments, fines 
and settlement amounts incurred by any such person in any action or 
proceeding, including any action by or in the right of the Registrant, 
arising out of such person's services as a director or executive officer of 
the Registrant, any subsidiary of the Registrant or any other company or 
enterprise to which such person provides services at the request of the 
Registrant to the fullest extent permitted by applicable law.  The Registrant 
believes that these provisions and agreements will assist it in attracting 
and retaining qualified persons to serve as directors and executive officers.

    The Investors' Agreements described in the Registration Statement on Form 
S-1 provide for cross-indemnification of stockholders of the Registrant whose 
shares with registration rights are included in a registration under the 
Securities Act, and of the Registrant, its officers and directors for certain 
liabilities arising in connection with such registration.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                       II-3
                                 Page 4 of 12 Pages
ITEM 8.   EXHIBITS.

     4.1    Form of Amended and Restated Certificate of Incorporation of the
            Registrant (incorporated by reference to Exhibit 3.1 to the
            Registrant's Registration Statement on Form S-1 (Commission File 
            No. 333-05369) which became effective on August 6, 1997 (the
            "Registration Statement on Form S-1")).

     4.2    Registrant's Amended and Restated Bylaws (incorporated by reference
            to Exhibit 3.2 to the Registration Statement on Form S-1).

     5.1    Opinion of Morrison & Foerster LLP.

     23.1   Consent of Morrison & Foerster LLP (contained in Exhibit 5.1). 

     23.2   Consent of Coopers & Lybrand L.L.P., Independent Accountants. 

     23.3   Consent of Ernst & Young LLP, Independent Auditors. 

     24.1   Power of Attorney (See page II-5).

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 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;

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

                                       II-4
                                 Page 5 of 12 Pages
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply 
if the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed 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 herein, 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 provisions contained in the 
Certificate of Incorporation and Bylaws of the Registrant, the DGCL, 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 hereunder, 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.  

                                       II-5
                                 Page 6 of 12 Pages
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
Progenitor, Inc. certifies that it has reasonable grounds to believe that it
meets all 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 Columbus, State of Ohio, on August 6, 1997.

                                   PROGENITOR, INC.
                                   

                                   By:       /s/ Douglas B. Given
                                      ----------------------------------
                                         Douglas B. Given
                                         President, Chief Executive Officer
                                         and Director

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints, severally and not jointly, Mark N.K. 
Bagnall, with full power to act alone, his true and lawful attorneys-in-fact, 
with the power of substitution, 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, and to file the 
same, with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact full power and authority to do and perform each and every 
act and thing requisite and necessary to be done 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 may lawfully do or cause to be done by virtue 
hereof.

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

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

  /s/ Douglass B. Given          President, Chief Executive     August 6, 1997
  ----------------------         Officer and Director                           
Douglass B. Given, M.D., Ph.D.   (PRINCIPAL EXECUTIVE OFFICER)                  
                                 
                                                                
 /s/ Mark N.K. Bagnall           Vice President, Finance and    August 6, 1997
 ---------------------           Chief Financial Officer                        
   Mark N.K. Bagnall             (PRINCIPAL FINANCIAL AND                       
                                 ACCOUNTING OFFICER)                            

                                       II-6
                                 Page 7 of 12 Pages
Signature                  Title                              Date
       ---------                  -----                              ----

 /s/ Robert P. Axline           Director                       August 6, 1997
 --------------------
   Robert P. Axline                 
                                                                
 /s/ Glenn L. Cooper            Director                       August 6, 1997
 --------------------
Glenn L. Cooper, M.D.
                                                                
 /s/ Alexander M. Haig, Jr.     Director                       August 6, 1997
 --------------------------
    Alexander M. Haig, Jr.     
                                                                
 /s/ Morris Laster              Director                       August 6, 1997
 -----------------
 Morris Laster, M.D.
                                                                
 /s/ Jerry P. Peppers           Director                       August 6, 1997
 --------------------
    Jerry P. Peppers     
                                                                
 /s/ David B. Sharrock          Director                       August 6, 1997
 ---------------------
    David B. Sharrock     

                                       II-7
                                 Page 8 of 12 Pages
EXHIBIT INDEX
EXHIBIT                                                                  SEQUENTIAL
NUMBER              DESCRIPTION                                           PAGE NO. 
-------             -----------                                          ----------
4.1       Form of Amended and Restated Certificate of Incorporation of
          the Registrant (incorporated by reference to Exhibit 3.1 to
          the Registrants' Registration Statement on Form S-1
          (Commission File No. 333-05369) which became effective on
          August 6, 1997 (the "Registration Statement on Form S-1")).

4.2       Registrant's Amended and Restated Bylaws (incorporated by
          reference to Exhibit 3.2 to the Registration Statement on
          Form S-1).

5.1       Opinion of Morrison & Foerster LLP.                                 10

23.1      Consent of Morrison & Foerster LLP (contained in
          Exhibit 5.1).                                                       10

23.2      Consent of Coopers & Lybrand L.L.P., Independent
          Accountants.                                                        11

23.3      Consent of Ernst & Young LLP, Independent Auditors.                 12

24.1      Power of Attorney (See pages II-6 and II-7).                       7-8
II-8
                                 Page 9 of 12 Pages