As filed with the Securities and Exchange Commission on September 10,
  1996
                                       Registration No.                 
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                           SEPRAGEN CORPORATION
                 (Exact name of registrant in its charter)
                  California                        68-0073366     
       (State or other jurisdiction of         (I.R.S. Employer
       incorporation or organization)          Identification No.)
                           30689 Huntwood Avenue
                         Hayward, California 94544
                 (Address of principal executive offices)

                           SEPRAGEN CORPORATION
                          1996 STOCK OPTION PLAN
                         (Full title of the plan)

                               Vinit Saxena
                           Sepragen Corporation
                           30689 Huntwood Avenue
                         Hayward, California 94544
                  (Name and address of agent for service)
                              (510) 476-0650
       (Telephone number, including area code, of agent for service)
                       Copy to:  H. Ray Peffer, Esq.
            Smith, Merrill & Peffer, A Professional Corporation
                 P.O. Box 10, San Ramon, California 94583

                                    Proposed    Proposed
                          Amount    Maximum     Maximum    Amount
   Title of Securities    to be     Offering   Aggregate     of
     to be Registered    Register  Price per    Offering   Registr
                          ed (1)   Share (2)     Price      ation
                                                             Fee

   Class A Common Stock  250,000(3)  $4.00     $1,000,000  $344.83
   (no par value)             
   Class A Common Stock    0(4)      $4.00         $0       $0.00

   TOTAL                                       $1,000,000  $344.83

  (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) Estimated solely for the purpose of calculating the amount of the
  registration fee.  In accordance with Rule 457(h), the price shown is
  based upon the last sale price of the Registrant's Units which consist
  of one share Class A Common Stock, one Class A Warrant and one Class B
  Warrant as of September 6, 1996, as reported on the Nasdaq SmallCap
  Market.
  (3) Represents shares of Class A common Stock reserved for issuance
  pursuant to options available for grant (but not yet granted) under
  the Registrant's 1996 Stock Option Plan (the "Option Plan").
  (4) Represents Shares of Common Stock reserved for issuance pursuant
  to options granted under the Option Plan.      

              PAGE 1 OF 32.  EXHIBIT INDEX APPEARS ON PAGE 8.
<PAGE>
              INFORMATION REQUIRED IN REGISTRATION STATEMENT

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       Documents containing the information specified in Part I of this
  Registration Statement will be given or sent to all persons who
  participate in the Sepragen Corporation 1996 Stock Option Plan.

                                  PART II

            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 Sepragen
  Corporation, a California corporation (the "Registrant"), are
  incorporated herein by reference:

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

       (2)       All other reports filed by the Registrant pursuant to
  Sections 13(a) or 15(d) of the Exchange Act since the end of the
  fiscal year covered by the annual report or the prospectus referred to
  in (1) above.

       (3)  The description of the Class A Common Stock, no par value
  ("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 March 23, 1995 (File No.
  33-86888)(which is incorporated by reference in Item 1 of the
  Registrant's Registration Statement on Form 8-A (File No. 0-025726)
  dated March 20, 1995 filed pursuant to Section 12 of the Exchange
  Act).

       All documents subsequently filed by the Registrant pursuant to
  Sections 13(a) 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 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.

       Not Applicable.


       Item 6.  Indemnification of Directors and Officers.

       Reference is made to Section 317 of the California General
  Corporation Law ("CGCL"), Article V of the Restated Articles of
  Incorporation of the Registrant, and Article II of the Bylaws of the
  Registrant.

       The Registrant is a California corporation.  Section 317 of the
  CGCL 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, employee or agent of the corporation or is or was serving,
  at the request of the corporation, in any of such capacities of
  another corporation or other enterprise, if such director, officer,
  employee or agent acted in good faith and in a manner he reasonably
  believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding,
  had no reasonable cause to believe his conduct was unlawful.  This
  statute describes in detail the right of the Registrant to indemnify
  any such person.

       Pursuant to Article V of the Registrant's Restated Articles of
  Incorporation and Article II, Section 8 of the Registrant's Bylaws,
  the Registrant shall indemnify, to the fullest extent permitted by the
  CGCL, any person, including officers and directors, with regard to any
  action or proceeding.  

       Section 204(a)(10) of the CGCL enables a corporation in its
  articles to incorporation to eliminate or limit the personal liability
  of a director for monetary damages in an action brought by or in the
  right of the corporation for breach of a director's duties to the
  corporation or its shareholders, provided, however, that such
  provision may not eliminate or limit the liability of directors: (i)
  for acts or omissions that involve intentional misconduct or a knowing
  and culpable violation of law, (ii) for acts or omissions that a
  director believes to be contrary to the best interests of the
  corporation or its shareholders that involve the absence of good faith
  on the part of the director, (iii) for any transaction from which a
  director derived an improper personal benefit, (iv) for acts or
  omissions that show a reckless disregard for the director's duty to
  the corporation or its shareholders in circumstances in which the
  director was, or should have been aware, in the ordinary course of
  performing a director's duties, of risk of serious injury to the
  corporation or its shareholders, (v) for acts or omissions that
  constitute an unexcused pattern of inattention that amounts to an
  abdication of the director's duty to the corporation or its
  shareholders, (vi) under Section 310 of the CGCL which involves
  transactions between the corporation and directors or corporations
  having interrelated directors, or (vii) under Section 316 which
  involves directors liabilities for certain distributions, loans and
  guarantees.  The Registrant's Restated Articles of Incorporation
  limits the liability of directors to the extent permitted by Section
  204(a)(10) of the CGCL.

       The Registrant has entered into Indemnification Agreements with
  each officer and director of the Registrant which provide 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 action or proceeding arising out of his performance of his duties
  as a director or officer of the Registrant.  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 Agreements, the entitlement of a
  director or officer to indemnification shall be 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 of the Registrant, as determined by such quorum
  of disinterested directors.  Under certain circumstances, a party to
  the Indemnification Agreement will be 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 shall be 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.

       Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers or persons
  controlling the Registrant, pursuant to the foregoing provisions, the
  Registrant has been informed that in the opinion of the Commission
  such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  
       The Registrant currently maintains an officers' and directors'
  liability insurance policy which covers, subject to the exclusions and
  limitations of the policy, officers and directors of the Registrant
  against certain liabilities which may be incurred by them solely in
  such capacities.

       For information regarding the Registrant's undertaking to submit
  to adjudication the issue of indemnification for violation of the
  securities laws, see Item 9 hereof.  The Registrant has been informed
  that it is the position of the Commission that insofar as the
  foregoing provisions may be invoked to disclaim liability for damages
  arising under the Securities Act, such provisions are against public
  policy as expressed in the Securities Act and are therefore
  unenforceable.


       Item 7.  Exemption From Registration Claimed.

       Not Applicable


       Item 8.  Exhibits

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

       Exhibit No.    Document

       4.1    1996 Stock Option Plan

       4.2    Specimen copy of Class A Common Stock Certificate of the
              Registrant (incorporated by reference to Exhibit 4.3
              contained in Amendment No.1 to the Registrant's
              Registration Statement on Form SB-2 (Registration
              Statement No. 33-86888) filed on January 10, 1995).

       4.3    Restated Articles of Incorporation of Registrant
              (Specimen copy of Redeemable Class A Warrant certificate
              of the Registrant (incorporated by reference to Exhibit
              3.1 contained in the Registrant's Registration Statement
              on Form SB-2 (Registration Statement No. 33-86888) filed
              on November 30, 1994.

       4.4    Form of Incentive Stock Option Agreement under the 1994
              Stock Option Plan of the Registrant.

       4.5    Form of Nonqualified Stock Option Agreement under the
              1994 Stock Option Plan of the Registrant.

       5.1    Opinion of Smith, Merrill and Peffer, a Professional
              Corporation.

       23.1   Consent of Smith, Merrill and Peffer, a Professional
              Corporation (included in Exhibit 5.1).

       23.2   Consent of Coopers & Lybrand LLP.

       24.1   Powers of Attorney (included on the signature page of
              this Registration Statement).


       Item 9.  Undertakings.

       The undersigned registrant hereby undertakes that it will:

       a.   To file, during any period in which offers or sales are
       being made, a post-effective amended to this Registration
       Statement to:

            i.   Include any prospectus required by Section 10(a)(3) of
       the Securities Act of 1933;

            ii.  Reflect in the prospectus any facts or events which,
       individually or together, represent a fundamental change in the
       information in the Registration Statement; and

            iii. 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)(i) and (a)(ii) above do
       not apply if the Registration Statement is no Form S-3 or Form S-
       8 and 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 15(d) of the
       Exchange Act that are incorporated by reference in the
       Registration Statement;

       b.   To treat, 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 the securities at
       that time to be the initial bona fide offering thereof;

       c.   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;

       d.   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 the securities at
       that time to be the initial bona fide offering thereof;

       e.   Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to Item 6, or
       otherwise, the Registrant has been advised that in the opinion of
       the Securities and Exchange Commission such indemnification is
       against public policy as expressed in the Act and is, therefore,
       unenforceable.  In the event that a claim for indemnification
       against such liabilities (other than the payment by the
       Registrant of expenses incurred or paid by a director, officer,
       or controlling person of the Registrant in the successful defense
       of any action, suit or proceeding) is asserted by such director,
       officer or controlling person in connection with the securities
       being registered, the Registrant will, unless in the opinion of
       its counsel the matter has been settled by controlling precedent,
       submit to a court of competent jurisdiction the question whether
       such indemnification by it is against public policy as expressed
       in the Act and will be governed by the final adjudication of such
       issue.
                                SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements of 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
  San Leandro, State of California, on the 9th day of September, 1996.


                                Sepragen Corporation

                                By: /s/ Vinit Saxena             
                                Vinit Saxena
                                  President, Chief Executive
                                  Officer, Chief Financial 
                                  Officer and Director




                             POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby severally constitutes and appoints Dr. Q. R.
  Miranda and Vinit Saxena, and each of them, his true and lawful
  attorneys-in-fact and agents, 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 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, granting unto said attorneys-in-fact and agents,
  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.

       In accordance with the requirements of the Securities Act of
  1933, as amended, this Registration Statement has been signed by the
  following persons in the capacities and on the dates stated.

  Signature                     Title               Date
                                         

  /s/ Vinit Saxena         Director &          September 9, 1996
  Vinit Saxena             President

  /s/ Armin Ramel          Director &          September 9, 1996
  Armin Ramel              Secretary

  /s/Werner Kofod Nielsen  Director            September 9, 1996
  Werner Kofod Nielsen

  /s/ Robert Leach         Director            September 9, 1996
  Robert Leach
<PAGE>
                             INDEX TO EXHIBITS

                                                        Sequential
                                                          Page No.


       4.1  1996 Stock Option Plan  ..............               9

       4.4  Form of Incentive Stock Option Agreement under the 
            1996 Stock Option Plan of the Registrant. .....     17

       4.5  Form of Nonqualified Stock Option Agreement under the 
            1996 Stock Option Plan of the Registrant. .....     24

       5.1  Opinion of Smith, Merrill and Peffer, a Professional
            Corporation.  ...................                   31

       23.2 Consent of Coopers & Lybrand LLP. .........         32
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As filed with the Securities and Exchange Commission on September 10,
  1996
                                       Registration No.                 
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                           SEPRAGEN CORPORATION
                 (Exact name of registrant in its charter)
                  California                        68-0073366     
       (State or other jurisdiction of         (I.R.S. Employer
       incorporation or organization)          Identification No.)
                           30689 Huntwood Avenue
                         Hayward, California 94544
                 (Address of principal executive offices)

                           SEPRAGEN CORPORATION
                          1996 STOCK OPTION PLAN
                         (Full title of the plan)

                               Vinit Saxena
                           Sepragen Corporation
                           30689 Huntwood Avenue
                         Hayward, California 94544
                  (Name and address of agent for service)
                              (510) 476-0650
       (Telephone number, including area code, of agent for service)
                       Copy to:  H. Ray Peffer, Esq.
            Smith, Merrill & Peffer, A Professional Corporation
                 P.O. Box 10, San Ramon, California 94583

                                    Proposed    Proposed
                          Amount    Maximum     Maximum    Amount
   Title of Securities    to be     Offering   Aggregate     of
     to be Registered    Register  Price per    Offering   Registr
                          ed (1)   Share (2)     Price      ation
                                                             Fee

   Class A Common Stock  250,000(3)  $4.00     $1,000,000  $344.83
   (no par value)             
   Class A Common Stock    0(4)      $4.00         $0       $0.00

   TOTAL                                       $1,000,000  $344.83

  (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) Estimated solely for the purpose of calculating the amount of the
  registration fee.  In accordance with Rule 457(h), the price shown is
  based upon the last sale price of the Registrant's Units which consist
  of one share Class A Common Stock, one Class A Warrant and one Class B
  Warrant as of September 6, 1996, as reported on the Nasdaq SmallCap
  Market.
  (3) Represents shares of Class A common Stock reserved for issuance
  pursuant to options available for grant (but not yet granted) under
  the Registrant's 1996 Stock Option Plan (the "Option Plan").
  (4) Represents Shares of Common Stock reserved for issuance pursuant
  to options granted under the Option Plan.      

              PAGE 1 OF 32.  EXHIBIT INDEX APPEARS ON PAGE 8.
INFORMATION REQUIRED IN REGISTRATION STATEMENT

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       Documents containing the information specified in Part I of this
  Registration Statement will be given or sent to all persons who
  participate in the Sepragen Corporation 1996 Stock Option Plan.

                                  PART II

            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 Sepragen
  Corporation, a California corporation (the "Registrant"), are
  incorporated herein by reference:

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

       (2)       All other reports filed by the Registrant pursuant to
  Sections 13(a) or 15(d) of the Exchange Act since the end of the
  fiscal year covered by the annual report or the prospectus referred to
  in (1) above.

       (3)  The description of the Class A Common Stock, no par value
  ("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 March 23, 1995 (File No.
  33-86888)(which is incorporated by reference in Item 1 of the
  Registrant's Registration Statement on Form 8-A (File No. 0-025726)
  dated March 20, 1995 filed pursuant to Section 12 of the Exchange
  Act).

       All documents subsequently filed by the Registrant pursuant to
  Sections 13(a) 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 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.

       Not Applicable.

       Item 6.  Indemnification of Directors and Officers.

       Reference is made to Section 317 of the California General
  Corporation Law ("CGCL"), Article V of the Restated Articles of
  Incorporation of the Registrant, and Article II of the Bylaws of the
  Registrant.

       The Registrant is a California corporation.  Section 317 of the
  CGCL 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, employee or agent of the corporation or is or was serving,
  at the request of the corporation, in any of such capacities of
  another corporation or other enterprise, if such director, officer,
  employee or agent acted in good faith and in a manner he reasonably
  believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding,
  had no reasonable cause to believe his conduct was unlawful.  This
  statute describes in detail the right of the Registrant to indemnify
  any such person.

       Pursuant to Article V of the Registrant's Restated Articles of
  Incorporation and Article II, Section 8 of the Registrant's Bylaws,
  the Registrant shall indemnify, to the fullest extent permitted by the
  CGCL, any person, including officers and directors, with regard to any
  action or proceeding.  

       Section 204(a)(10) of the CGCL enables a corporation in its
  articles to incorporation to eliminate or limit the personal liability
  of a director for monetary damages in an action brought by or in the
  right of the corporation for breach of a director's duties to the
  corporation or its shareholders, provided, however, that such
  provision may not eliminate or limit the liability of directors: (i)
  for acts or omissions that involve intentional misconduct or a knowing
  and culpable violation of law, (ii) for acts or omissions that a
  director believes to be contrary to the best interests of the
  corporation or its shareholders that involve the absence of good faith
  on the part of the director, (iii) for any transaction from which a
  director derived an improper personal benefit, (iv) for acts or
  omissions that show a reckless disregard for the director's duty to
  the corporation or its shareholders in circumstances in which the
  director was, or should have been aware, in the ordinary course of
  performing a director's duties, of risk of serious injury to the
  corporation or its shareholders, (v) for acts or omissions that
  constitute an unexcused pattern of inattention that amounts to an
  abdication of the director's duty to the corporation or its
  shareholders, (vi) under Section 310 of the CGCL which involves
  transactions between the corporation and directors or corporations
  having interrelated directors, or (vii) under Section 316 which
  involves directors liabilities for certain distributions, loans and
  guarantees.  The Registrant's Restated Articles of Incorporation
  limits the liability of directors to the extent permitted by Section
  204(a)(10) of the CGCL.

       The Registrant has entered into Indemnification Agreements with
  each officer and director of the Registrant which provide 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 action or proceeding arising out of his performance of his duties
  as a director or officer of the Registrant.  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 Agreements, the entitlement of a
  director or officer to indemnification shall be 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 of the Registrant, as determined by such quorum
  of disinterested directors.  Under certain circumstances, a party to
  the Indemnification Agreement will be 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 shall be 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.

       Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers or persons
  controlling the Registrant, pursuant to the foregoing provisions, the
  Registrant has been informed that in the opinion of the Commission
  such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  
       The Registrant currently maintains an officers' and directors'
  liability insurance policy which covers, subject to the exclusions and
  limitations of the policy, officers and directors of the Registrant
  against certain liabilities which may be incurred by them solely in
  such capacities.

       For information regarding the Registrant's undertaking to submit
  to adjudication the issue of indemnification for violation of the
  securities laws, see Item 9 hereof.  The Registrant has been informed
  that it is the position of the Commission that insofar as the
  foregoing provisions may be invoked to disclaim liability for damages
  arising under the Securities Act, such provisions are against public
  policy as expressed in the Securities Act and are therefore
  unenforceable.

       Item 7.  Exemption From Registration Claimed.

       Not Applicable

       Item 8.  Exhibits

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

       Exhibit No.    Document

       4.1    1996 Stock Option Plan

       4.2    Specimen copy of Class A Common Stock Certificate of the
              Registrant (incorporated by reference to Exhibit 4.3
              contained in Amendment No.1 to the Registrant's
              Registration Statement on Form SB-2 (Registration
              Statement No. 33-86888) filed on January 10, 1995).

       4.3    Restated Articles of Incorporation of Registrant
              (Specimen copy of Redeemable Class A Warrant certificate
              of the Registrant (incorporated by reference to Exhibit
              3.1 contained in the Registrant's Registration Statement
              on Form SB-2 (Registration Statement No. 33-86888) filed
              on November 30, 1994.

       4.4    Form of Incentive Stock Option Agreement under the 1994
              Stock Option Plan of the Registrant.

       4.5    Form of Nonqualified Stock Option Agreement under the
              1994 Stock Option Plan of the Registrant.

       5.1    Opinion of Smith, Merrill and Peffer, a Professional
              Corporation.

       23.1   Consent of Smith, Merrill and Peffer, a Professional
              Corporation (included in Exhibit 5.1).

       23.2   Consent of Coopers & Lybrand LLP.

       24.1   Powers of Attorney (included on the signature page of
              this Registration Statement).

       Item 9.  Undertakings.

       The undersigned registrant hereby undertakes that it will:

       a.   To file, during any period in which offers or sales are
       being made, a post-effective amended to this Registration
       Statement to:

            i.   Include any prospectus required by Section 10(a)(3) of
       the Securities Act of 1933;

            ii.  Reflect in the prospectus any facts or events which,
       individually or together, represent a fundamental change in the
       information in the Registration Statement; and

            iii. 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)(i) and (a)(ii) above do
       not apply if the Registration Statement is no Form S-3 or Form S-
       8 and 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 15(d) of the
       Exchange Act that are incorporated by reference in the
       Registration Statement;

       b.   To treat, 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 the securities at
       that time to be the initial bona fide offering thereof;

       c.   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;

       d.   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 the securities at
       that time to be the initial bona fide offering thereof;

       e.   Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to Item 6, or
       otherwise, the Registrant has been advised that in the opinion of
       the Securities and Exchange Commission such indemnification is
       against public policy as expressed in the Act and is, therefore,
       unenforceable.  In the event that a claim for indemnification
       against such liabilities (other than the payment by the
       Registrant of expenses incurred or paid by a director, officer,
       or controlling person of the Registrant in the successful defense
       of any action, suit or proceeding) is asserted by such director,
       officer or controlling person in connection with the securities
       being registered, the Registrant will, unless in the opinion of
       its counsel the matter has been settled by controlling precedent,
       submit to a court of competent jurisdiction the question whether
       such indemnification by it is against public policy as expressed
       in the Act and will be governed by the final adjudication of such
       issue.
                                SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements of 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
  San Leandro, State of California, on the 9th day of September, 1996.

                                Sepragen Corporation

                                By: /s/ Vinit Saxena             
                                Vinit Saxena
                                  President, Chief Executive
                                  Officer, Chief Financial 
                                  Officer and Director

                             POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby severally constitutes and appoints Dr. Q. R.
  Miranda and Vinit Saxena, and each of them, his true and lawful
  attorneys-in-fact and agents, 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 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, granting unto said attorneys-in-fact and agents,
  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.

       In accordance with the requirements of the Securities Act of
  1933, as amended, this Registration Statement has been signed by the
  following persons in the capacities and on the dates stated.

  Signature                     Title               Date
                                         

  /s/ Vinit Saxena         Director &          September 9, 1996
  Vinit Saxena             President

  /s/ Armin Ramel          Director &          September 9, 1996
  Armin Ramel              Secretary

  /s/Werner Kofod Nielsen  Director            September 9, 1996
  Werner Kofod Nielsen

  /s/ Robert Leach         Director            September 9, 1996
  Robert Leach
INDEX TO EXHIBITS

                                                        Sequential
                                                          Page No.

       4.1  1996 Stock Option Plan  ..............               9

       4.4  Form of Incentive Stock Option Agreement under the 
            1996 Stock Option Plan of the Registrant. .....     17

       4.5  Form of Nonqualified Stock Option Agreement under the 
            1996 Stock Option Plan of the Registrant. .....     24

       5.1  Opinion of Smith, Merrill and Peffer, a Professional
            Corporation.  ...................                   31

       23.2 Consent of Coopers & Lybrand LLP. .........         32