As filed with the Securities and Exchange Commission on November 20, 1997
                                             Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

      Delaware                                      58-1528626
(State or Other Jurisdiction of        (I.R.S. Employer Identification Number)
Incorporation or Organization)            
                             
                              5325 Oakbrook Parkway
                             Norcross, Georgia 30093
               (Address of Principal Executive Offices) (Zip Code)

                             THERAGENICS CORPORATION
                            1997 STOCK INCENTIVE PLAN
                             (Full Title of the Plan)

                               M. Christine Jacobs
                      President and Chief Executive Officer
                             Theragenics Corporation
                              5325 Oakbrook Parkway
                             Norcross, Georgia 30093
                     (Name and Address of Agent for Service)

                                  (770) 381-8338
          (Telephone Number, Including Area Code, of Agent for Service)

                          Copies of Communications to:

 M. Christine Jacobs                     Katherine M. Koops, Esq.
 President and Chief Executive Officer   Powell, Goldstein, Frazer & Murphy LLP
 Theragenics Corporation                 Sixteenth Floor
 5325 Oakbrook Parkway                   191 Peachtree Street, N.E.
 Norcross, Georgia  30093                Atlanta, Georgia  30303

                                            

<TABLE>
<CAPTION>
 
                                                CALCULATION OF REGISTRATION FEE

================================================================================================================================== 
        Title of Securities              Amount To Be          Proposed Maximum        Proposed Maximum           Amount of
         To Be Registered                 Registered            Offering Price        Aggregate Offering      Registration Fee
                                                                 Per Share(1)              Price(1)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                      <C>                     <C>                      <C>    

Common Stock, par value $.01 per
share............................            500,000              $45.59375               $22,796,875              $6,909
==================================================================================================================================
Rights to Purchase Common Stock,
$.01 par value per share(2)......        500,000 rights               N/A                      N/A                    N/A
==================================================================================================================================
</TABLE>

(1)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule  457(h)(1)  under the  Securities  Act of 1933,  as  amended  (the
      "Securities  Act")  and  based on the  average  of the high and low  sales
      prices for the Common  Stock  reported on the Nasdaq  National  Market for
      November 17, 1997.
(2)   The  Rights,  which are  attached  to the  shares of  Common  Stock  being
      registered, will be issued for no additional consideration, and therefore,
      no additional registration fee is required.


<PAGE>

 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The  document(s)  containing the  information  specified in this Part I
will be sent or  given  to  employees  as  specified  by Rule  428(b)(1)  of the
Securities Act.


<PAGE>

                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

         (1)      The Registrant's Annual Report on Form 10-K for the fiscal 
                  year ended December 31, 1996 (File No. 0-15443);

         (2)      The Registrant's Quarterly Report on Form 10-Q for the 
                  quarterly period ended March 31, 1997 (File No. 0-15443);

         (3)      The Registrant's Quarterly Report on Form 10-Q for the 
                  quarterly period ended June 30, 1997 (File No. 0-15443);

         (4)      The  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
                  quarterly period ended September 30, 1997 (File No. 0-15443);

         (5)      The  Registrant's  Current  Report on Form 8-K filed  with the
                  Commission  on January  13,  1997,  as amended  March 25, 1997
                  (File No. 0-15443);

         (6)      The Registrant's Current Report on Form 8-K filed with the 
                  Commission on March 26, 1997 (File No. 0-15443);

         (7)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration Statement on Form 8-A, as filed
                  with the Commission on March 2, 1987 (File No. 0-15443); and

         (8)      The  description of the Rights  contained in the  Registrant's
                  Registration   Statement  on  Form  8-A,  as  filed  with  the
                  Commission on February 26, 1997 (File No. 0-15443).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the  Securities  and  Exchange  Act of 1934,  as
amended, prior to 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  in this
Registration  Statement  and to be part  thereof  from the date of  filing  such
documents.


Item 6.  Indemnification of Directors and Officers.

         Article  Seventh,  Section  II(a) of the  Registrant's  Certificate  of
Incorporation  provides  for  the  indemnification  by the  Registrant  of  each
director, officer and employee of the Registrant to the fullest extent permitted
by the Delaware  General  Corporation Law Section 145, as the same exists or may
hereafter  be  amended.  Section 145 of the  Delaware  General  Corporation  Law
provides in relevant part that a corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person 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 such  person's  conduct was
unlawful.

         In addition,  Section 145 provides that a corporation may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification or advancement of expenses to which any person may otherwise
be entitled under any bylaw,  agreement,  vote of stockholders or  disinterested
directors or otherwise.

         Article   Seventh,   Section  I  of  the   Company's   Certificate   of
Incorporation  provides that a director of the Registrant shall not be liable to
the Registrant or its  stockholders for monetary damages for breach of fiduciary
duty as a director.  Section  102(b)(7) of the Delaware General  Corporation Law
provides that a provision so limiting the personal liability of a director shall
not  eliminate or limit the  liability of a director  for,  among other  things:
breach of the duty of  loyalty;  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of the law;  unlawful
payment  of  dividends;  and  transactions  from which the  director  derived an
improper personal benefit.


Item 8.  Exhibits.

         The  following  items  are  filed  as  exhibits  to  this  Registration
Statement:

         Exhibit No.:                       Description

         5.1               Opinion of Powell, Goldstein, Frazer & Murphy LLP

         23.1              Consent of Grant Thornton LLP

         23.2              Consent of Powell, Goldstein, Frazer & Murphy LLP 
                           (contained in its exhibit filed as Exhibit 5.1)

         24.0              Power of Attorney (included in the signature page in 
                           Part II of the Registration Statement)


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

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 the time shall be deemed to be the initial bona fide offering thereof.

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



<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8,  and  has  duly  caused  this
Registration  Statement to be signed on its behalf by the undersigned,  hereunto
duly authorized,  in the City of Atlanta,  State of Georgia, on this 19th day of
November, 1997.

                              THERAGENICS CORPORATION


                              By:   /s/ M. Christine Jacobs
                                   ------------------------
                                   M. Christine Jacobs
                                   President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints M. Christine  Jacobs and Bruce W. Smith,
or any of them, his or her true and lawful  attorneys-in-fact  and agents,  with
full power of substitution and resubstitution,  for him or her and in his or her
name,  place and stead,  in any and all capacities to sign any or all 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 each of said  attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the  premises,  as fully as to all intents and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming  all that each of said  attorneys-in-fact  and agents,  or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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


      Signature                   Title                             Date

/s/ Charles Klimkowki         Chairman of the Board           November 19, 1997
----------------------- 
Charles Klimkowski

/s/ M. Christine Jacobs       President, Chief Executive      November 19, 1997
----------------------- 
M. Christine Jacobs           Officer and Director
                              (Principal Executive Officer)

/s/ John V. Herndon           Director                        November 19, 1997
----------------------- 
John V. Herndon

/s/ Orwin L. Carter           Director                        November 19, 1997
----------------------- 
Orwin L. Carter, Ph.D

/s/ Peter A.A. Saunders       Director                        November 19, 1997
----------------------- 
Peter A. A. Saunders

/s/ Otis W. Brawley           Director                        November 19, 1997
----------------------- 
Otis W. Brawley, M.D.

/s/ Bruce W. Smith            Treasurer and Chief             November 19, 1997
-----------------------       Financial Officer,
Bruce W. Smith                Principal Financing
                              and Accounting Officer
                              and Director
                              



<PAGE>



                                                          

                                INDEX TO EXHIBITS 



         Exhibit No.:      Description

         5.1               Opinion of Powell, Goldstein, Frazer & Murphy LLP

         23.1              Consent of Grant Thornton LLP

         23.2              Consent of Powell, Goldstein, Frazer & Murphy LLP 
                           (contained in its exhibit filed as Exhibit 5.1)

         24.0              Power of Attorney (included in the signature page 
                           in Part II of the Registration Statement)



<PAGE>



Theragenics Corporation
November 19, 1997
Page 2



                                                               EXHIBIT 5.1
                                                               -----------



                     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
                           191 PEACHTREE STREET, N.E.
                                 SIXTEENTH FLOOR
                             ATLANTA, GEORGIA 30303
                                 (404) 572-6600


                                November 19, 1997



Theragenics Corporation
5325 Oakbrook Parkway
Norcross, Georgia   30093

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         We have  served as  counsel  for  Theragenics  Corporation,  a Delaware
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the  "Registration  Statement")  of an  aggregate  of 500,000  shares  (the
"Shares")  of common  stock,  $.01 par value per share,  of the  Company,  to be
offered and sold by the Company  pursuant to its 1997 Stock  Incentive Plan (the
"Plan").

         We have examined and are familiar with originals or copies  (certified,
photostatic  or otherwise  identified to our  satisfaction)  of such  documents,
corporate  records and other  instruments  relating to the  incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.

         In all  such  examinations,  we have  assumed  the  genuineness  of all
signatures  on all  originals  and copies of  documents  we have  examined,  the
authenticity of all documents submitted to us as originals and the conformity to
original  documents of all  certified,  conformed or photostatic  copies.  As to
questions of fact  material  and  relevant to our  opinion,  we have relied upon
certificates or  representations  of Company officials and of appropriate state,
local and federal officials.

         We express no opinion as to matters under or involving  laws other than
the laws of the State of Georgia.

         Based upon and  subject  to the  foregoing  and having  regard for such
legal considerations as we have deemed relevant, it is our opinion that:

         1.       The Shares have been duly authorized; and

         2.       Upon the  issuance  and delivery of the Shares upon receipt of
                  lawful  consideration  therefor  pursuant  to the  Plan,  such
                  Shares will be validly issued, fully paid and non-assessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration Statement.

                                                      Very truly yours,



                                          POWELL, GOLDSTEIN, FRAZER & MURPHY LLP






<PAGE>


                                                                   EXHIBIT 23.1


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We have issued our report  dated  January 16, 1997  accompanying  the  financial
statements of Theragenics Corporation included in the Annual Report on Form 10-K
for the year ended December 31, 1996 which is incorporated by referenced in this
Registration Statement on Form S-8. We consent to the incorporation by reference
in the Registration Statement of the aforementioned report.



/s/ GRANT THORNTON LLP
Atlanta, Georgia
November 19, 1997
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STMT. FOR 1997 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 23434}]
{"company-data": {"conformed-name": "THERAGENICS CORP", "cik": "0000795551", "assigned-sic": "2834", "irs-number": "581528626", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40653", "film-number": "97725122"}, "business-address": {"street1": "5325 OAKBROOK PKWY", "city": "NORCROSS", "state": "GA", "zip": "30093", "phone": "7703818338"}, "mail-address": {"street1": "5325 OAKBROOD PKWY", "city": "NORCROSS", "state": "GA", "zip": "30093"}}
As filed with the Securities and Exchange Commission on November 20, 1997
                                             Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

      Delaware                                      58-1528626
(State or Other Jurisdiction of        (I.R.S. Employer Identification Number)
Incorporation or Organization)            
                             
                              5325 Oakbrook Parkway
                             Norcross, Georgia 30093
               (Address of Principal Executive Offices) (Zip Code)

                             THERAGENICS CORPORATION
                            1997 STOCK INCENTIVE PLAN
                             (Full Title of the Plan)

                               M. Christine Jacobs
                      President and Chief Executive Officer
                             Theragenics Corporation
                              5325 Oakbrook Parkway
                             Norcross, Georgia 30093
                     (Name and Address of Agent for Service)

                                  (770) 381-8338
          (Telephone Number, Including Area Code, of Agent for Service)

                          Copies of Communications to:

 M. Christine Jacobs                     Katherine M. Koops, Esq.
 President and Chief Executive Officer   Powell, Goldstein, Frazer & Murphy LLP
 Theragenics Corporation                 Sixteenth Floor
 5325 Oakbrook Parkway                   191 Peachtree Street, N.E.
 Norcross, Georgia  30093                Atlanta, Georgia  30303
CALCULATION OF REGISTRATION FEE

================================================================================================================================== 
        Title of Securities              Amount To Be          Proposed Maximum        Proposed Maximum           Amount of
         To Be Registered                 Registered            Offering Price        Aggregate Offering      Registration Fee
                                                                 Per Share(1)              Price(1)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share............................            500,000              $45.59375               $22,796,875              $6,909
==================================================================================================================================
Rights to Purchase Common Stock,
$.01 par value per share(2)......        500,000 rights               N/A                      N/A                    N/A
==================================================================================================================================
(1)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule  457(h)(1)  under the  Securities  Act of 1933,  as  amended  (the
      "Securities  Act")  and  based on the  average  of the high and low  sales
      prices for the Common  Stock  reported on the Nasdaq  National  Market for
      November 17, 1997.
(2)   The  Rights,  which are  attached  to the  shares of  Common  Stock  being
      registered, will be issued for no additional consideration, and therefore,
      no additional registration fee is required.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  document(s)  containing the  information  specified in this Part I
will be sent or  given  to  employees  as  specified  by Rule  428(b)(1)  of the
Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

         (1)      The Registrant's Annual Report on Form 10-K for the fiscal 
                  year ended December 31, 1996 (File No. 0-15443);

         (2)      The Registrant's Quarterly Report on Form 10-Q for the 
                  quarterly period ended March 31, 1997 (File No. 0-15443);

         (3)      The Registrant's Quarterly Report on Form 10-Q for the 
                  quarterly period ended June 30, 1997 (File No. 0-15443);

         (4)      The  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
                  quarterly period ended September 30, 1997 (File No. 0-15443);

         (5)      The  Registrant's  Current  Report on Form 8-K filed  with the
                  Commission  on January  13,  1997,  as amended  March 25, 1997
                  (File No. 0-15443);

         (6)      The Registrant's Current Report on Form 8-K filed with the 
                  Commission on March 26, 1997 (File No. 0-15443);

         (7)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration Statement on Form 8-A, as filed
                  with the Commission on March 2, 1987 (File No. 0-15443); and

         (8)      The  description of the Rights  contained in the  Registrant's
                  Registration   Statement  on  Form  8-A,  as  filed  with  the
                  Commission on February 26, 1997 (File No. 0-15443).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the  Securities  and  Exchange  Act of 1934,  as
amended, prior to 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  in this
Registration  Statement  and to be part  thereof  from the date of  filing  such
documents.

Item 6.  Indemnification of Directors and Officers.

         Article  Seventh,  Section  II(a) of the  Registrant's  Certificate  of
Incorporation  provides  for  the  indemnification  by the  Registrant  of  each
director, officer and employee of the Registrant to the fullest extent permitted
by the Delaware  General  Corporation Law Section 145, as the same exists or may
hereafter  be  amended.  Section 145 of the  Delaware  General  Corporation  Law
provides in relevant part that a corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person 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 such  person's  conduct was
unlawful.

         In addition,  Section 145 provides that a corporation may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification or advancement of expenses to which any person may otherwise
be entitled under any bylaw,  agreement,  vote of stockholders or  disinterested
directors or otherwise.

         Article   Seventh,   Section  I  of  the   Company's   Certificate   of
Incorporation  provides that a director of the Registrant shall not be liable to
the Registrant or its  stockholders for monetary damages for breach of fiduciary
duty as a director.  Section  102(b)(7) of the Delaware General  Corporation Law
provides that a provision so limiting the personal liability of a director shall
not  eliminate or limit the  liability of a director  for,  among other  things:
breach of the duty of  loyalty;  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of the law;  unlawful
payment  of  dividends;  and  transactions  from which the  director  derived an
improper personal benefit.

Item 8.  Exhibits.

         The  following  items  are  filed  as  exhibits  to  this  Registration
Statement:

         Exhibit No.:                       Description

         5.1               Opinion of Powell, Goldstein, Frazer & Murphy LLP

         23.1              Consent of Grant Thornton LLP

         23.2              Consent of Powell, Goldstein, Frazer & Murphy LLP 
                           (contained in its exhibit filed as Exhibit 5.1)

         24.0              Power of Attorney (included in the signature page in 
                           Part II of the Registration Statement)

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

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 the time shall be deemed to be the initial bona fide offering thereof.

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

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8,  and  has  duly  caused  this
Registration  Statement to be signed on its behalf by the undersigned,  hereunto
duly authorized,  in the City of Atlanta,  State of Georgia, on this 19th day of
November, 1997.

                              THERAGENICS CORPORATION

                              By:   /s/ M. Christine Jacobs
                                   ------------------------
                                   M. Christine Jacobs
                                   President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints M. Christine  Jacobs and Bruce W. Smith,
or any of them, his or her true and lawful  attorneys-in-fact  and agents,  with
full power of substitution and resubstitution,  for him or her and in his or her
name,  place and stead,  in any and all capacities to sign any or all 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 each of said  attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the  premises,  as fully as to all intents and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming  all that each of said  attorneys-in-fact  and agents,  or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

      Signature                   Title                             Date

/s/ Charles Klimkowki         Chairman of the Board           November 19, 1997
----------------------- 
Charles Klimkowski

/s/ M. Christine Jacobs       President, Chief Executive      November 19, 1997
----------------------- 
M. Christine Jacobs           Officer and Director
                              (Principal Executive Officer)

/s/ John V. Herndon           Director                        November 19, 1997
----------------------- 
John V. Herndon

/s/ Orwin L. Carter           Director                        November 19, 1997
----------------------- 
Orwin L. Carter, Ph.D

/s/ Peter A.A. Saunders       Director                        November 19, 1997
----------------------- 
Peter A. A. Saunders

/s/ Otis W. Brawley           Director                        November 19, 1997
----------------------- 
Otis W. Brawley, M.D.

/s/ Bruce W. Smith            Treasurer and Chief             November 19, 1997
-----------------------       Financial Officer,
Bruce W. Smith                Principal Financing
                              and Accounting Officer
                              and Director
INDEX TO EXHIBITS 

         Exhibit No.:      Description

         5.1               Opinion of Powell, Goldstein, Frazer & Murphy LLP

         23.1              Consent of Grant Thornton LLP

         23.2              Consent of Powell, Goldstein, Frazer & Murphy LLP 
                           (contained in its exhibit filed as Exhibit 5.1)

         24.0              Power of Attorney (included in the signature page 
                           in Part II of the Registration Statement)
Theragenics Corporation
November 19, 1997
Page 2

                                                               EXHIBIT 5.1
                                                               -----------

                     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
                           191 PEACHTREE STREET, N.E.
                                 SIXTEENTH FLOOR
                             ATLANTA, GEORGIA 30303
                                 (404) 572-6600

                                November 19, 1997

Theragenics Corporation
5325 Oakbrook Parkway
Norcross, Georgia   30093

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         We have  served as  counsel  for  Theragenics  Corporation,  a Delaware
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the  "Registration  Statement")  of an  aggregate  of 500,000  shares  (the
"Shares")  of common  stock,  $.01 par value per share,  of the  Company,  to be
offered and sold by the Company  pursuant to its 1997 Stock  Incentive Plan (the
"Plan").

         We have examined and are familiar with originals or copies  (certified,
photostatic  or otherwise  identified to our  satisfaction)  of such  documents,
corporate  records and other  instruments  relating to the  incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.

         In all  such  examinations,  we have  assumed  the  genuineness  of all
signatures  on all  originals  and copies of  documents  we have  examined,  the
authenticity of all documents submitted to us as originals and the conformity to
original  documents of all  certified,  conformed or photostatic  copies.  As to
questions of fact  material  and  relevant to our  opinion,  we have relied upon
certificates or  representations  of Company officials and of appropriate state,
local and federal officials.

         We express no opinion as to matters under or involving  laws other than
the laws of the State of Georgia.

         Based upon and  subject  to the  foregoing  and having  regard for such
legal considerations as we have deemed relevant, it is our opinion that:

         1.       The Shares have been duly authorized; and

         2.       Upon the  issuance  and delivery of the Shares upon receipt of
                  lawful  consideration  therefor  pursuant  to the  Plan,  such
                  Shares will be validly issued, fully paid and non-assessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration Statement.

                                                      Very truly yours,

                                          POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report  dated  January 16, 1997  accompanying  the  financial
statements of Theragenics Corporation included in the Annual Report on Form 10-K
for the year ended December 31, 1996 which is incorporated by referenced in this
Registration Statement on Form S-8. We consent to the incorporation by reference
in the Registration Statement of the aforementioned report.

/s/ GRANT THORNTON LLP
Atlanta, Georgia
November 19, 1997