Registration No. 333- __________
                                   
As filed with the Securities and Exchange Commission on November
1, 1996.


                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549
                             ____________

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                             ____________

                        THERAGENICS CORPORATION
        (Exact name of registrant as specified in its charter)

   Delaware                      3844               58-1528626
(State or other           (Primary Standard      (I.R.S.Employer
 jurisdiction of              Industrial          Identification
 incorporation or           Classification        No.)
 organization)               Code Number)

                          M. Christine Jacobs
                        Chief Executive Officer
                         5325 Oakbrook Parkway
                        Norcross, Georgia 30093
                            (770) 381-8338

(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices and Agent
For Service)

                               Copy to: 
                        Richard H. Miller, Esq.
                  Powell, Goldstein, Frazer & Murphy
                            Sixteenth Floor
                       191 Peachtree Street, NE
                        Atlanta, Georgia 30303
                            (404) 572-6600

            THERAGENICS CORPORATION, 1995 STOCK OPTION PLAN

                       (Full title of the Plan)

                    CALCULATION OF REGISTRATION FEE

Title of      Amount      Proposed      Proposed     Amount of
securities    to be       maximum       maximum      registration
to be         regis-      offering      aggregate    fee
registered    tered(1)    price per     offering
                          unit(1)       price(1)

Common Stock    500,000    $17.00     $8,500,000.00   $2,576.00
par value       shares
$.01 per 
share


(1)  Estimated solely for the purpose of calculating the
registration fee pursuant to the provisions of Rule 457(c) &
(h)(1) under the Securities Act of 1993, as amended (the
"Securities Act").  Based on the closing price of the Common
Stock on the Nasdaq National Market as of October 30, 1996.


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation Of Documents By Reference.

      Theragenics Corporation (the "Company") hereby incorporates
by reference into this Registration Statement its Prospectus and
the following documents:

      (a) The Company's Annual Report on Form 10-K for the Year
      ended December 31, 1995;

      (b) The Company's Quarterly Reports on Form 10-Q for the
      Quarters Ended March 31, 1996 and June 30, 1996;

      (c) The description of the Company's Common Stock contained
      in the Form 8-A Registration Statement filed with the
      Securities and Exchange Commission (the "Commission") on
      March 2, 1987; and

      (d) All documents filed by the Company pursuant to
      Sections 13(a), 13(c), 14 or 15(d) of the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"),
      subsequent to the date of this Registration Statement and
      prior to the filing of a post-effective amendment which
      indicates that all securities offered hereunder have been
      sold or which deregisters all securities then remaining
      unsold, shall be deemed to be incorporated by reference
      into this Registration Statement and to be a part hereof
      from the respective dates 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 be deemed, except as so modified and superseded, to
constitute a part of this Registration Statement.


Item 4.  Description of Securities.

      The class of securities offered is registered under Section
12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

      None.

Item 6.   Indemnification of Directors and Officers.

      Under the Delaware General Corporation Law (the "DGCL"),
directors, officers, employees and other individuals may be
indemnified against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than a
derivative action) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the bests
interests of the Company and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct
was unlawful.  A similar standard of care is applicable in the
                          Page 2
<PAGE>
case of a derivative action, except that indemnification only
extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such an action, and
the DGCL requires court approval before there can be any
indemnification of expenses where the person seeking
indemnification has been found liable to the Company. 

      The Seventh Article of the Company's Certificate of
Incorporation, as amended ("Article Seventh"), provides that the
Company will indemnify and hold harmless, to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be
amended (but, in the case of any amendment, only to the extent
that the amendment permits the Company to provide broader
indemnification rights than the law permitted the Company to
provide before the amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in
settlement)reasonably incurred or suffered by each person who was
or is made a party or is threatened to be made a party to, or is
involved in, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter, a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Company,
or is or was serving at the Company's request as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent in
connection therewith, and such indemnification will continue as
to a person who has ceased to be a director, officer, employee or
agent, and will inure to the benefit of his or her heirs,
executors and administrators; provided , however, that, except as
provided in the paragraph below, the Company will indemnify any
such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if the
board of directors of the Company (the "Board of Directors")
authorized the proceeding (or part thereof).

      The right to indemnification conferred in Article Seventh
is a contract right and includes the right to be paid by the
Company the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, may only be
made by delivering to the Company an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if
it is ultimately determined in accordance with the paragraph
below that the director or officer is not entitled to be
indemnified under Article Seventh.  The Company may, by action of
the Board of Directors, provide indemnification to employees and
agents of the Company with the same scope and effect as the above
indemnification of directors and officers.

      The Company will provide indemnification to a director of
the Company (unless ordered by a court) only as authorized in the
specific case upon a determination that indemnification of the
director is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in the DGCL.  The
Company will provide indemnification of an officer, employee or
agent of the Company (unless ordered by a court) upon a
determination that indemnification of the officer, employee or
agent is proper in the circumstances because he or she  has met
the applicable standard of conduct set forth in the DGCL.  The
Board of Directors will make any such determination by a majority
vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding; however, if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested
directors so directs, such determination will instead be made by
independent legal counsel in a written opinion or by the
Company's stockholders.

      If the Company does not pay in full a claim brought under
Article Seventh within 30 days after the Company receives a
written claim, the claimant may at any time thereafter bring
suit against the Company to recover the unpaid amount of the
                         Page 3
<PAGE>
claim and, if successful in whole or in part, the claimant will
be entitled to be paid also the expense of prosecuting the claim. 
It will be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the
Company) that the claimant has not met the standards of conduct
which make it permissible under the DGCL for the Company to
indemnify the claimant for the amount claimed, but the burden of
proving such defense will be on the Company.  Neither the
Company's failure (including by the Board of Directors,
independent legal counsel, or stockholders) to have made a
determination before the commencement of the action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the DGCL, nor the Company's actual determination
(including by the Board of Directors, independent legal counsel,
or stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct.

      The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in Article Seventh will not be exclusive of
any other right that any person may have or acquire under any
statute, provision of the Company's Certificate of Incorporation,
by-laws (the "By-Laws"), agreement, vote of stockholders or
disinterested directors or otherwise.

      The Company may maintain insurance, at its own expense, to
protect itself and any director, officer, employee or agent of
the Company or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or
loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss
under the DGCL.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.   Exhibits.

      The following exhibits are filed as part of this
Registration Statement:

Exhibit
Number        Description    

5             Opinion of Powell, Goldstein, Frazer & Murphy

10.1          Theragenics Corporation, 1995 Stock Option Plan

23.1          Consent of Powell, Goldstein, Frazer & Murphy,
              included in Exhibit 5

23.2          Consent of Grant Thornton LLP

24            Powers of Attorney (included on signature page)


Item 9.  Undertakings.

         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 to include any material
         information with respect to the plan of distribution not
         previously disclosed in this Registration Statement or
         any material change to such information in this
         Registration Statement;

         (2)  That, for the purpose of determining any liability
         under the Securities Act, each such post-effective
                               Page 4
<PAGE>
         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;
         and 

         (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.

         The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the
         Securities Act, each filing of the Company'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 this Registration Statement shall be
         deemed to be a new registration statement relating to
         the securities offered therein, and the offering of
         such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under
         the Securities Act may be permitted to directors,
         officers and controlling persons of the Company pursuant
         to the provisions of the By-Laws, or otherwise, the
         Company has been advised that in the opinion of the
         Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore,
         unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the
         payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the
         Company 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 Company 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 of 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 5
<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, thereunto duly authorized in the City
of Norcross, State of Georgia, on October 31, 1996.

                         THERAGENICS CORPORATION



                     By: /s/ M. Christine Jacobs
                         M. Christine Jacobs,
                         Chief Executive Officer

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.

                         POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints M. Christine Jacobs
and Bruce W. Smith, and each of them, as 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 and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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 to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.


  Signatures                 Title                 Date

/s/ M. Christine Jacobs  Chief Executive       October 31, 1996
M. Christine Jacobs      Officer(Principal
                         Executive Officer)
                         and Director

/s/ Bruce W. Smith       Chief Financial       October 31, 1996
Bruce W. Smith           Officer, Treasurer
                         (Chief Financial
                         Officer) and 
                         Secretary

/s/ Charles Klimkowski   Director and          October 31, 1996
Charles Klimkowski       Chairman

/s/ John V. Herndon      Director              October 28, 1996
John V. Herndon

/s/ Orwin L. Carter      Director              October 28, 1996
Orwin L. Carter

/s/ Peter A.A. Saunders  Director              October 28, 1996
Peter A.A. Saunders

/s/ Otis W. Brawley      Director              October 30, 1996
Otis W. Brawley
                             Page 6
<PAGE>

                        INDEX TO EXHIBITS


Exhibit
Number          Description                                      

5               Opinion of Powell, Goldstein, Frazer & Murphy    

10.1            Theragenics Corporation, 1995 Stock Option Plan

23.1            Consent of Powell, Goldstein, Frazer & Murphy,
                included in Exhibit 5

23.2            Consent of Grant Thornton LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19174}]
{"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": "333-15313", "film-number": "96651671"}, "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"}}
Registration No. 333- __________
                                   
As filed with the Securities and Exchange Commission on November
1, 1996.

                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549
                             ____________

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                             ____________

                        THERAGENICS CORPORATION
        (Exact name of registrant as specified in its charter)

   Delaware                      3844               58-1528626
(State or other           (Primary Standard      (I.R.S.Employer
 jurisdiction of              Industrial          Identification
 incorporation or           Classification        No.)
 organization)               Code Number)

                          M. Christine Jacobs
                        Chief Executive Officer
                         5325 Oakbrook Parkway
                        Norcross, Georgia 30093
                            (770) 381-8338

(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices and Agent
For Service)

                               Copy to: 
                        Richard H. Miller, Esq.
                  Powell, Goldstein, Frazer & Murphy
                            Sixteenth Floor
                       191 Peachtree Street, NE
                        Atlanta, Georgia 30303
                            (404) 572-6600

            THERAGENICS CORPORATION, 1995 STOCK OPTION PLAN

                       (Full title of the Plan)

                    CALCULATION OF REGISTRATION FEE

Title of      Amount      Proposed      Proposed     Amount of
securities    to be       maximum       maximum      registration
to be         regis-      offering      aggregate    fee
registered    tered(1)    price per     offering
                          unit(1)       price(1)

Common Stock    500,000    $17.00     $8,500,000.00   $2,576.00
par value       shares
$.01 per 
share

(1)  Estimated solely for the purpose of calculating the
registration fee pursuant to the provisions of Rule 457(c) &
(h)(1) under the Securities Act of 1993, as amended (the
"Securities Act").  Based on the closing price of the Common
Stock on the Nasdaq National Market as of October 30, 1996.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference.

      Theragenics Corporation (the "Company") hereby incorporates
by reference into this Registration Statement its Prospectus and
the following documents:

      (a) The Company's Annual Report on Form 10-K for the Year
      ended December 31, 1995;

      (b) The Company's Quarterly Reports on Form 10-Q for the
      Quarters Ended March 31, 1996 and June 30, 1996;

      (c) The description of the Company's Common Stock contained
      in the Form 8-A Registration Statement filed with the
      Securities and Exchange Commission (the "Commission") on
      March 2, 1987; and

      (d) All documents filed by the Company pursuant to
      Sections 13(a), 13(c), 14 or 15(d) of the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"),
      subsequent to the date of this Registration Statement and
      prior to the filing of a post-effective amendment which
      indicates that all securities offered hereunder have been
      sold or which deregisters all securities then remaining
      unsold, shall be deemed to be incorporated by reference
      into this Registration Statement and to be a part hereof
      from the respective dates 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 be deemed, except as so modified and superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

      The class of securities offered is registered under Section
12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

      None.

Item 6.   Indemnification of Directors and Officers.

      Under the Delaware General Corporation Law (the "DGCL"),
directors, officers, employees and other individuals may be
indemnified against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than a
derivative action) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the bests
interests of the Company and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct
was unlawful.  A similar standard of care is applicable in the
                          Page 2
case of a derivative action, except that indemnification only
extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such an action, and
the DGCL requires court approval before there can be any
indemnification of expenses where the person seeking
indemnification has been found liable to the Company. 

      The Seventh Article of the Company's Certificate of
Incorporation, as amended ("Article Seventh"), provides that the
Company will indemnify and hold harmless, to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be
amended (but, in the case of any amendment, only to the extent
that the amendment permits the Company to provide broader
indemnification rights than the law permitted the Company to
provide before the amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in
settlement)reasonably incurred or suffered by each person who was
or is made a party or is threatened to be made a party to, or is
involved in, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter, a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Company,
or is or was serving at the Company's request as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent in
connection therewith, and such indemnification will continue as
to a person who has ceased to be a director, officer, employee or
agent, and will inure to the benefit of his or her heirs,
executors and administrators; provided , however, that, except as
provided in the paragraph below, the Company will indemnify any
such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if the
board of directors of the Company (the "Board of Directors")
authorized the proceeding (or part thereof).

      The right to indemnification conferred in Article Seventh
is a contract right and includes the right to be paid by the
Company the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, may only be
made by delivering to the Company an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if
it is ultimately determined in accordance with the paragraph
below that the director or officer is not entitled to be
indemnified under Article Seventh.  The Company may, by action of
the Board of Directors, provide indemnification to employees and
agents of the Company with the same scope and effect as the above
indemnification of directors and officers.

      The Company will provide indemnification to a director of
the Company (unless ordered by a court) only as authorized in the
specific case upon a determination that indemnification of the
director is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in the DGCL.  The
Company will provide indemnification of an officer, employee or
agent of the Company (unless ordered by a court) upon a
determination that indemnification of the officer, employee or
agent is proper in the circumstances because he or she  has met
the applicable standard of conduct set forth in the DGCL.  The
Board of Directors will make any such determination by a majority
vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding; however, if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested
directors so directs, such determination will instead be made by
independent legal counsel in a written opinion or by the
Company's stockholders.

      If the Company does not pay in full a claim brought under
Article Seventh within 30 days after the Company receives a
written claim, the claimant may at any time thereafter bring
suit against the Company to recover the unpaid amount of the
                         Page 3
claim and, if successful in whole or in part, the claimant will
be entitled to be paid also the expense of prosecuting the claim. 
It will be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the
Company) that the claimant has not met the standards of conduct
which make it permissible under the DGCL for the Company to
indemnify the claimant for the amount claimed, but the burden of
proving such defense will be on the Company.  Neither the
Company's failure (including by the Board of Directors,
independent legal counsel, or stockholders) to have made a
determination before the commencement of the action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the DGCL, nor the Company's actual determination
(including by the Board of Directors, independent legal counsel,
or stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct.

      The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in Article Seventh will not be exclusive of
any other right that any person may have or acquire under any
statute, provision of the Company's Certificate of Incorporation,
by-laws (the "By-Laws"), agreement, vote of stockholders or
disinterested directors or otherwise.

      The Company may maintain insurance, at its own expense, to
protect itself and any director, officer, employee or agent of
the Company or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or
loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss
under the DGCL.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.   Exhibits.

      The following exhibits are filed as part of this
Registration Statement:

Exhibit
Number        Description    

5             Opinion of Powell, Goldstein, Frazer & Murphy

10.1          Theragenics Corporation, 1995 Stock Option Plan

23.1          Consent of Powell, Goldstein, Frazer & Murphy,
              included in Exhibit 5

23.2          Consent of Grant Thornton LLP

24            Powers of Attorney (included on signature page)

Item 9.  Undertakings.

         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 to include any material
         information with respect to the plan of distribution not
         previously disclosed in this Registration Statement or
         any material change to such information in this
         Registration Statement;

         (2)  That, for the purpose of determining any liability
         under the Securities Act, each such post-effective
                               Page 4
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;
         and 

         (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.

         The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the
         Securities Act, each filing of the Company'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 this Registration Statement shall be
         deemed to be a new registration statement relating to
         the securities offered therein, and the offering of
         such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under
         the Securities Act may be permitted to directors,
         officers and controlling persons of the Company pursuant
         to the provisions of the By-Laws, or otherwise, the
         Company has been advised that in the opinion of the
         Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore,
         unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the
         payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the
         Company 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 Company 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 of 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 5
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, thereunto duly authorized in the City
of Norcross, State of Georgia, on October 31, 1996.

                         THERAGENICS CORPORATION

                     By: /s/ M. Christine Jacobs
                         M. Christine Jacobs,
                         Chief Executive Officer

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.

                         POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints M. Christine Jacobs
and Bruce W. Smith, and each of them, as 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 and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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 to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

  Signatures                 Title                 Date

/s/ M. Christine Jacobs  Chief Executive       October 31, 1996
M. Christine Jacobs      Officer(Principal
                         Executive Officer)
                         and Director

/s/ Bruce W. Smith       Chief Financial       October 31, 1996
Bruce W. Smith           Officer, Treasurer
                         (Chief Financial
                         Officer) and 
                         Secretary

/s/ Charles Klimkowski   Director and          October 31, 1996
Charles Klimkowski       Chairman

/s/ John V. Herndon      Director              October 28, 1996
John V. Herndon

/s/ Orwin L. Carter      Director              October 28, 1996
Orwin L. Carter

/s/ Peter A.A. Saunders  Director              October 28, 1996
Peter A.A. Saunders

/s/ Otis W. Brawley      Director              October 30, 1996
Otis W. Brawley
                             Page 6
INDEX TO EXHIBITS

Exhibit
Number          Description                                      

5               Opinion of Powell, Goldstein, Frazer & Murphy    

10.1            Theragenics Corporation, 1995 Stock Option Plan

23.1            Consent of Powell, Goldstein, Frazer & Murphy,
                included in Exhibit 5

23.2            Consent of Grant Thornton LLP