As filed with the Securities and Exchange Commission
on September 30, 1998.
                                                     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
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                 Bruce W. Smith
                Secretary, Treasurer and Chief Financial Officer
                             Theragenics Corporation
                              5325 Oakbrook Parkway
                             Norcross, Georgia 30093
                     (Name and Address of Agent for Service)

                                 (770) 271-0233
          (Telephone Number, Including Area Code, of Agent for Service)

                          Copies of Communications to:

                             Eliot W. Robinson, Esq.
                     Powell, Goldstein, Frazer & Murphy LLP
                                 Sixteenth Floor
                           191 Peachtree Street, N.E.
                             Atlanta, Georgia 30303
<TABLE>

                         CALCULATION OF REGISTRATION FEE
----------------------------------     ----------------- ------------------------ ----------------------- --------------------
<CAPTION>
                                                             Proposed Maximum         Proposed Maximum
      Title of Securities                Amount to Be          Offering Price         Aggregate Offering         Amount of
       To Be Registered                   Registered            Per Share(2)               Price(2)          Registration Fee
----------------------------------     ----------------- ------------------------ ----------------------- --------------------
----------------------------------     ----------------- ------------------------ ----------------------- --------------------
<S>                                    <C>               <C>                      <C>                     <C>   
Common Stock, par value
$.01 per share....................          200,000(1)       $ 14.78125                $  2,956,250         $872.09
----------------------------------     ----------------- ------------------------ ----------------------- --------------------
</TABLE>

(1) Representing shares to be issued by Theragenics  Corporation (the "Company")
    in connection with the Theragenics  Corporation Employee Stock Purchase Plan
    (the "Plan").
(2) 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 sale prices
    for  the  Common  Stock   reported  on  the  New  York  Stock  Exchange  for
    September 29, 1998.



<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 the Plan participants 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 Registration Statement filed on Form 8-A on July 24, 
         1998 (File No. 0-15443);

     (2) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 30, 1998(File No. 0-15443);

     (3) The Registrant's Quarterly Report on Form 10-Q/A for the quarterly 
         period ended March 31, 1998 (File No. 0-15443);

     (4) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended March 31, 1998 (File No. 0-15443);

     (5) The Registrant's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1997 (File No. 0-15443);

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

     (7) The description of Rights contained in the Registrant's
         Registration Statement on Form 8-A, as filed with the
         Commission on February 26, 1998 (File No. 0-15443).

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of 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 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),  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.  Where  such  filing  is  made by  incorporation  by  reference  to a
previously filed statement or report,  such statement or report is identified in
parentheses.


Exhibit No.          Description

        5.1          Opinion of Powell, Goldstein, Frazer & Murphy LLP

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

       24.1          Power of Attorney (included in the signature page in Part
                     II  of  this 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 of 1933;

                    (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; and

                    (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 of  1933, 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 of 1933, 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 30 day of
September, 1998.

                                          THERAGENICS CORPORATION



                                          By: /s/ M. Christine Jacobs
                                             -------------------------
                                             M. Christine Jacobs
                                             Chairman, 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 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 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 might or could do in person,  hereby ratifying and confirming all
that  each  of  said   attorneys-in-fact   and  agents,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.



<PAGE>



      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/ M. Christine Jacobs     President, Chief Executive        September 30, 1998
------------------------    Officer and Director, Chairman
M. Christine Jacobs         


                             
/s/ Bruce W. Smith          Secretary, Treasurer and Chief    September 30, 1998
------------------------    Financial Officer
Bruce W. Smith                                          


/s/ John V. Herndon                  Director                 September 30, 1998
------------------------
John V. Herndon


/s/ Peter A. A. Saunders             Director                 September 30, 1998
------------------------
Peter A. A. Saunders

/s/ Charles R. Klimkowski            Director                 September 30, 1998
-------------------------
Charles R. Klimkowski                



/s/ Otis W. Brawley, M.D.            Director                 September 30, 1998
-------------------------
                         
Otis W. Brawley, M.D.


/s/ Orwin L. Carter, Ph.D.           Director                 September 30, 1998
-------------------------
Orwin L. Carter, Ph.D.




<PAGE>




     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)

       24.1          Power of Attorney (included in the signature page in 
                     Part II  of  this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18444}]
{"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": "333-64801", "film-number": "98718322"}, "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 September 30, 1998.
                                                     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
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                 Bruce W. Smith
                Secretary, Treasurer and Chief Financial Officer
                             Theragenics Corporation
                              5325 Oakbrook Parkway
                             Norcross, Georgia 30093
                     (Name and Address of Agent for Service)

                                 (770) 271-0233
          (Telephone Number, Including Area Code, of Agent for Service)

                          Copies of Communications to:

                             Eliot W. Robinson, Esq.
                     Powell, Goldstein, Frazer & Murphy LLP
                                 Sixteenth Floor
                           191 Peachtree Street, N.E.
                             Atlanta, Georgia 30303

                         CALCULATION OF REGISTRATION FEE
----------------------------------     ----------------- ------------------------ ----------------------- --------------------
Proposed Maximum         Proposed Maximum
      Title of Securities                Amount to Be          Offering Price         Aggregate Offering         Amount of
       To Be Registered                   Registered            Per Share(2)               Price(2)          Registration Fee
----------------------------------     ----------------- ------------------------ ----------------------- --------------------
----------------------------------     ----------------- ------------------------ ----------------------- --------------------
Common Stock, par value
$.01 per share....................          200,000(1)       $ 14.78125                $  2,956,250         $872.09
----------------------------------     ----------------- ------------------------ ----------------------- --------------------
(1) Representing shares to be issued by Theragenics  Corporation (the "Company")
    in connection with the Theragenics  Corporation Employee Stock Purchase Plan
    (the "Plan").
(2) 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 sale prices
    for  the  Common  Stock   reported  on  the  New  York  Stock  Exchange  for
    September 29, 1998.
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 the Plan participants 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 Registration Statement filed on Form 8-A on July 24, 
         1998 (File No. 0-15443);

     (2) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 30, 1998(File No. 0-15443);

     (3) The Registrant's Quarterly Report on Form 10-Q/A for the quarterly 
         period ended March 31, 1998 (File No. 0-15443);

     (4) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended March 31, 1998 (File No. 0-15443);

     (5) The Registrant's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1997 (File No. 0-15443);

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

     (7) The description of Rights contained in the Registrant's
         Registration Statement on Form 8-A, as filed with the
         Commission on February 26, 1998 (File No. 0-15443).

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of 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 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),  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.  Where  such  filing  is  made by  incorporation  by  reference  to a
previously filed statement or report,  such statement or report is identified in
parentheses.

Exhibit No.          Description

        5.1          Opinion of Powell, Goldstein, Frazer & Murphy LLP

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

       24.1          Power of Attorney (included in the signature page in Part
                     II  of  this 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 of 1933;

                    (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; and

                    (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 of  1933, 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 of 1933, 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 30 day of
September, 1998.

                                          THERAGENICS CORPORATION

                                          By: /s/ M. Christine Jacobs
                                             -------------------------
                                             M. Christine Jacobs
                                             Chairman, 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 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 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 might or could do in person,  hereby ratifying and confirming all
that  each  of  said   attorneys-in-fact   and  agents,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                         Title                        Date

/s/ M. Christine Jacobs     President, Chief Executive        September 30, 1998
------------------------    Officer and Director, Chairman
M. Christine Jacobs         

                             
/s/ Bruce W. Smith          Secretary, Treasurer and Chief    September 30, 1998
------------------------    Financial Officer
Bruce W. Smith                                          

/s/ John V. Herndon                  Director                 September 30, 1998
------------------------
John V. Herndon

/s/ Peter A. A. Saunders             Director                 September 30, 1998
------------------------
Peter A. A. Saunders

/s/ Charles R. Klimkowski            Director                 September 30, 1998
-------------------------
Charles R. Klimkowski                

/s/ Otis W. Brawley, M.D.            Director                 September 30, 1998
-------------------------
                         
Otis W. Brawley, M.D.

/s/ Orwin L. Carter, Ph.D.           Director                 September 30, 1998
-------------------------
Orwin L. Carter, Ph.D.
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)

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