As filed with the Securities and Exchange Commission on July 31, 1997
                                                 Registration No. 333-______
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                                NEORX CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

    Washington                                           91-1261311
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)             

                          410 West Harrison Street
                            Seattle, Washington 98119
               (Address of Principal Executive Offices (Zip Code))

                         RESTATED 1994 STOCK OPTION PLAN
                            (Full Title of the Plan)
                           --------------------------

                               RICHARD L. ANDERSON
                              SENIOR VICE PRESIDENT
                CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
                                NEORX CORPORATION
                            410 West Harrison Street
                            Seattle, Washington 98119
                                 (206) 281-7001
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
                              ----------------------
                                    Copy to:

                                STEPHEN M. GRAHAM
                                  PERKINS COIE
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099
                                 (206) 583-8463
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Securities to Be Registered:  Common Stock, par value $.02 per share
Amount To Be Registered (1):  1,500,000
Proposed Maximum Offering Price Per Share (2):  $4.25
Proposed Maximum Aggregate Offering Price:  $6,375,000
Amount of Registration Fee:  $1,932
================================================================================
(1)  Includes an indeterminate number of additional shares that may be issued to
     adjust the number of shares  issued  pursuant to such  Restated  1994 Stock
     Option  Plan as the result of any future  stock  split,  stock  dividend or
     similar adjustment of the Registrant's outstanding common stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 under the  Securities  Act of 1933,  as  amended.  The
     price per share is estimated to be $4.25,  based on the average of the high
     sales price  ($4.31) and the low sales price  ($4.19) for the  Registrant's
     common stock in the  over-the-counter  market on July 28, 1997, as reported
     by the Nasdaq National Market.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed with the Securities and Exchange  Commission
(the  "Commission"),  on  March  27,  1997,  which  contains  audited  financial
statements for the most recent fiscal year for which such  statements  have been
filed;

                  (b) The Registrant's  Quarterly  Reports on Forms 10-Q for the
quarters  ended March 31, 1997 and June 30, 1997,  filed with the  Commission on
May 13, 1997 and July 31, 1997, respectively;

                  (c) The  Registrant's  Forms 8-K dated April 11, 1997 and June
11,  1997,  filed  with the  Commission  on April  11,  1997 and June 12,  1997,
respectively, and

                  (d) The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed with the Commission on March 21,
1988,  under Section 12 of the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  including any  amendments or reports filed for the purpose of
updating such description.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange  Act,  after the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold  shall  also  be  deemed  to  be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Washington  Business  Corporation Act, Sections  23B.08.510 through
23B.08.570,  gives the  registrant the power to indemnify  directors,  officers,
employees and agents of the  registrant  and those  serving at the  registrant's
request  in  similar  positions  in any other  corporation,  partnership,  joint
venture,  trust or other enterprise in terms  sufficiently  broad to permit such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended  (the  "Securities  Act").  The  registrant's  Restated  Articles  of
Incorporation  and  Bylaws  provide  for  indemnification  of  the  registrant's
directors,  officers, employees and other agents to the maximum extent permitted
by the  Washington  Business  Corporation  Act. In addition,  the registrant has
obtained directors' and officers' liability insurance.

Item 8.  EXHIBITS

   Exhibit Number                           Description
---------------------    ------------------------------------------------------

          5.1             Opinion of counsel regarding legality of the Common 
                          Stock being registered

         23.1             Consent of Arthur Andersen LLP (see page II-4)

         23.2             Consent of Perkins Coie (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             Restated 1994 Stock Option Plan

                                      II-1

<PAGE>


Item 9.  UNDERTAKINGS

A.       The undersigned Registrant hereby undertakes:

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

                  (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 this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  that,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (c) 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 this Registration Statement;

provided,  however,  that paragraphs (1)(a) and (1)(b) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in 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 that 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 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  this  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.

                                      II-2

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Seattle, state of Washington, on July 28, 1997.

                                NEORX CORPORATION

                              By:   /s/ Paul G. Abrams
                                    Paul G. Abrams
                                    President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Richard L Anderson his attorney-in-fact, with the power of substitution, for him
in any  and  all  capacities,  to  sign  any  amendments  to  this  Registration
Statement,  and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and  confirming all that said  attorney-in-fact,  or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on July 28, 1997.
<TABLE>
<CAPTION>

            Signature                       Title

        <S>                                 <C>
        /s/ Paul G. Abrams                  President, Chief Executive Officer and Director
            Paul G. Abrams                  (Principal Executive Officer)

        /s/ Richard L. Anderson             Senior Vice President, Chief Financial Officer,
            Richard L. Anderson             Secretary and Treasurer (Principal Financial and
                                            Accounting Officer)

        /s/ Fred B. Craves                  Chairman of the Board of Directors
            Fred B. Craves

        /s/ James G. Andress                Director
            James G. Andress

        /s/ Jack L. Bowman                  Director
            Jack L. Bowman

        /s/ Lawrence H.N. Kinet             Director
            Lawrence H.N. Kinet

        /s/ Carl-Heinz Pommer               Director
            Carl-Heinz Pommer
</TABLE>
                                    
                                      II-3


<PAGE>
                                                                    Exhibit 23.1
 


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation by reference in the Registration  Statement on Form S-8 pertaining
to the NeoRx  Corporation  Restated  1994 Stock  Option Plan of our report dated
February 25, 1997 included in NeoRx  Corporation's  Form 10-K for the year ended
December 31, 1996.

                               ARTHUR ANDERSEN LLP


Seattle, Washington
July 30, 1997




                                      II-4

<PAGE>



                                INDEX TO EXHIBITS



   Exhibit Number         Description
---------------------     ------------------------------------------------------

          5.1             Opinion of counsel regarding legality of the Common 
                          Stock being registered

         23.1             Consent of Arthur Andersen LLP (see page II-4)

         23.2             Consent of Perkins Coie (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             Restated 1994 Stock Option Plan


                                      II-4
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF SHARES FOR STOCK OPTION PLAN", "secsgml_size_bytes": 14419}]
{"company-data": {"conformed-name": "NEORX CORP", "cik": "0000755806", "assigned-sic": "2835", "irs-number": "911261311", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32583", "film-number": "97649541"}, "business-address": {"street1": "410 W HARRISON ST", "city": "SEATTLE", "state": "WA", "zip": "98119", "phone": "206-286-25"}, "mail-address": {"street1": "410 W. HARRISON", "street2": "410 W. HARRISON", "city": "SEATTLE", "state": "WA", "zip": "98119"}}
As filed with the Securities and Exchange Commission on July 31, 1997
                                                 Registration No. 333-______
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                                NEORX CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

    Washington                                           91-1261311
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)             

                          410 West Harrison Street
                            Seattle, Washington 98119
               (Address of Principal Executive Offices (Zip Code))

                         RESTATED 1994 STOCK OPTION PLAN
                            (Full Title of the Plan)
                           --------------------------

                               RICHARD L. ANDERSON
                              SENIOR VICE PRESIDENT
                CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
                                NEORX CORPORATION
                            410 West Harrison Street
                            Seattle, Washington 98119
                                 (206) 281-7001
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
                              ----------------------
                                    Copy to:

                                STEPHEN M. GRAHAM
                                  PERKINS COIE
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099
                                 (206) 583-8463
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Securities to Be Registered:  Common Stock, par value $.02 per share
Amount To Be Registered (1):  1,500,000
Proposed Maximum Offering Price Per Share (2):  $4.25
Proposed Maximum Aggregate Offering Price:  $6,375,000
Amount of Registration Fee:  $1,932
================================================================================
(1)  Includes an indeterminate number of additional shares that may be issued to
     adjust the number of shares  issued  pursuant to such  Restated  1994 Stock
     Option  Plan as the result of any future  stock  split,  stock  dividend or
     similar adjustment of the Registrant's outstanding common stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 under the  Securities  Act of 1933,  as  amended.  The
     price per share is estimated to be $4.25,  based on the average of the high
     sales price  ($4.31) and the low sales price  ($4.19) for the  Registrant's
     common stock in the  over-the-counter  market on July 28, 1997, as reported
     by the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed with the Securities and Exchange  Commission
(the  "Commission"),  on  March  27,  1997,  which  contains  audited  financial
statements for the most recent fiscal year for which such  statements  have been
filed;

                  (b) The Registrant's  Quarterly  Reports on Forms 10-Q for the
quarters  ended March 31, 1997 and June 30, 1997,  filed with the  Commission on
May 13, 1997 and July 31, 1997, respectively;

                  (c) The  Registrant's  Forms 8-K dated April 11, 1997 and June
11,  1997,  filed  with the  Commission  on April  11,  1997 and June 12,  1997,
respectively, and

                  (d) The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed with the Commission on March 21,
1988,  under Section 12 of the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  including any  amendments or reports filed for the purpose of
updating such description.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange  Act,  after the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold  shall  also  be  deemed  to  be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Washington  Business  Corporation Act, Sections  23B.08.510 through
23B.08.570,  gives the  registrant the power to indemnify  directors,  officers,
employees and agents of the  registrant  and those  serving at the  registrant's
request  in  similar  positions  in any other  corporation,  partnership,  joint
venture,  trust or other enterprise in terms  sufficiently  broad to permit such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended  (the  "Securities  Act").  The  registrant's  Restated  Articles  of
Incorporation  and  Bylaws  provide  for  indemnification  of  the  registrant's
directors,  officers, employees and other agents to the maximum extent permitted
by the  Washington  Business  Corporation  Act. In addition,  the registrant has
obtained directors' and officers' liability insurance.

Item 8.  EXHIBITS

   Exhibit Number                           Description
---------------------    ------------------------------------------------------

          5.1             Opinion of counsel regarding legality of the Common 
                          Stock being registered

         23.1             Consent of Arthur Andersen LLP (see page II-4)

         23.2             Consent of Perkins Coie (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             Restated 1994 Stock Option Plan

                                      II-1
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:

                  (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 this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  that,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (c) 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 this Registration Statement;

provided,  however,  that paragraphs (1)(a) and (1)(b) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in 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 that 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 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  this  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.

                                      II-2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Seattle, state of Washington, on July 28, 1997.

                                NEORX CORPORATION

                              By:   /s/ Paul G. Abrams
                                    Paul G. Abrams
                                    President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Richard L Anderson his attorney-in-fact, with the power of substitution, for him
in any  and  all  capacities,  to  sign  any  amendments  to  this  Registration
Statement,  and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and  confirming all that said  attorney-in-fact,  or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on July 28, 1997.
Signature                       Title
/s/ Paul G. Abrams                  President, Chief Executive Officer and Director
            Paul G. Abrams                  (Principal Executive Officer)

        /s/ Richard L. Anderson             Senior Vice President, Chief Financial Officer,
            Richard L. Anderson             Secretary and Treasurer (Principal Financial and
                                            Accounting Officer)

        /s/ Fred B. Craves                  Chairman of the Board of Directors
            Fred B. Craves

        /s/ James G. Andress                Director
            James G. Andress

        /s/ Jack L. Bowman                  Director
            Jack L. Bowman

        /s/ Lawrence H.N. Kinet             Director
            Lawrence H.N. Kinet

        /s/ Carl-Heinz Pommer               Director
            Carl-Heinz Pommer
II-3
Exhibit 23.1
 

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation by reference in the Registration  Statement on Form S-8 pertaining
to the NeoRx  Corporation  Restated  1994 Stock  Option Plan of our report dated
February 25, 1997 included in NeoRx  Corporation's  Form 10-K for the year ended
December 31, 1996.

                               ARTHUR ANDERSEN LLP

Seattle, Washington
July 30, 1997

                                      II-4
INDEX TO EXHIBITS

   Exhibit Number         Description
---------------------     ------------------------------------------------------

          5.1             Opinion of counsel regarding legality of the Common 
                          Stock being registered

         23.1             Consent of Arthur Andersen LLP (see page II-4)

         23.2             Consent of Perkins Coie (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             Restated 1994 Stock Option Plan

                                      II-4