As filed with the Securities and Exchange Commission on August 28, 1998
                                                           Registration No. 333-


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



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


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

      DELAWARE          76-019890
     (State  or  other  jurisdiction  of
     incorporation or organization)          (I.R.S Employer Identification No.)

     3606  RESEARCH  FOREST  DRIVE
     THE  WOODLANDS,  TEXAS                                   77381
     (Address  of  Principal  Executive  Offices)               (Zip  Code)

     LIFECELL  CORPORATION  AMENDED  AND  RESTATED  1992  STOCK  OPTION PLAN, AS
AMENDED
                            (Full title of the plan)

                                 J. DONALD PAYNE
                              LIFECELL CORPORATION
                           3606 RESEARCH FOREST DRIVE
                           THE WOODLANDS, TEXAS  77381
                     (Name and address of agent for service)
                                  281/367-5368
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                              HOUSTON, TEXAS 77010
                                 (713) 651-5151
                          ATTENTION:  ROBERT E. WILSON



If  any  of  the securities being registered on this Form are to be offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933,  check  the  following  box.
CALCULATION  OF  REGISTRATION  FEE

TITLE OF                           PROPOSED           PROPOSED        AMOUNT OF
SECURITIES                          MAXIMUM           MAXIMUM       REGISTRATION
TO BE REGISTERED   AMOUNT TO       OFFERING          AGGREGATE         FEE (3)
                      BE        PRICE PER SHARE    OFFERING PRICE
                  REGISTERED          (1)               (1)
Common             1,500,000         $4.44           $6,660,000         $2,018
Stock, $.001        shares
par value          (2), (3)
----------------  -----------                                              
(1)     Estimated  in accordance with Rule 457(c) and (h) solely for the purpose
of  calculating the registration fee on the basis of the average of the high and
low  prices  of  the  Common  Stock as reported by the Nasdaq National Market on
August  24,  1998.

(2)     Includes  an indeterminable number of shares of Common Stock issuable as
a  result of the anti-dilution provisions of the Amended and Restated 1992 Stock
Option  Plan.

(3)     In  accordance  with  Rule 429, an additional 1,000,000 shares of Common
Stock,  par  value  $.001 per share, are being carried forward from Registration
Statement No. 333-111939.  The Registrant paid the filing fee of $986 associated
with  such  shares  on  September  13,  1996.

     Pursuant  to  Rule 429, the Prospectus to which this Registration Statement
relates  is combined Prospectus that also relates to a Registration Statement on
form  S-8  No.  333-111939,  previously filed by the Registrant on September 13,
1996.


<PAGE>

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:     The  document(s)  containing  the  information concerning the LifeCell
Corporation Amended and Restated 1992 Stock Option Plan (the "Plan") required by
Item 1 of Form S-8 under the Securities Act of 1933, as amended (the "Securities
Act"),  and  the  statement  of  availability  of  registrant  information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to participants as specified by Rule 428.  In accordance with Rule 428 and
the  requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule  424.  LifeCell  Corporation  (the  "Company"  or  the  "Registrant") shall
maintain a file of such documents in accordance with the provisions of rule 428.
Upon request, the Registrant shall furnish to the Commission or its staff a copy
or  copies  of  all  of  the  documents  included  in  such  file.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

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

          1.     The  Annual  Report  on  Form  10-K  for  the fiscal year ended
December  31,  1997  of  LifeCell  Corporation,  a  Delaware  corporation  (the
"Registrant"),  filed March 6, 1998 with the Securities and Exchange Commission,
as  amended  by  Amendment  No. 1 to Form 10-K on Form 10-K/A of the Registrant,
filed  with  the  Commission  (the  "Commission")  on  May  1,  1998.

          2.     The  description  of  the  Registrant's common stock, $.001 par
value  (the  "Common  Stock"), contained in a registration statement on Form 8-A
filed  with  the  Commission  on  February  27, 1992, including any amendment or
report  filed  for  the  purpose  of  updating  such  description.

          3.     The  Registrant's  Quarterly Report on Form 10-Q for the period
ended  March  31,  1998,  filed  with  the  Commission  on  May  12,  1998.

          4.     The  Registrant's  Quarterly Report on Form 10-Q for the period
ended  June  30,  1998,  filed  with  the  Commission  on  August  10,  1998.

     b.     All  documents  filed  by the Registrant pursuant to Sections 13(a),
13(c),  14  and  15(d)  of  the  Securities  Exchange  Act  of 1934, as amended,
subsequent  to  the  date  of  the  filing  hereof  and 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.

     Any  statement  contained  in  this Registration Statement, in an amendment
hereto  or  in a document incorporated by reference herein shall be deemed to be
modified  or superseded for purposes of the Registration Statement to the extent
that  a  statement  contained  herein or in any subsequently filed supplement to
this  Registration  Statement  or  in  any document that also is incorporated by
reference  herein  modifies  of  supersedes  such  statement.  Any  statement so
modified  or  superseded  shall  not  be  deemed,  except  as  so  modified  or
susperseded,  to  constitute  a  part  of  the  Registration  Statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.
ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Article  X of the Registrant's Amended and Restated By-laws (the "By-laws")
provides  for  mandatory  indemnification  to  at  least the extent specifically
allowed  by  Section 145 of the General Corporation Law of the State of Delaware
(the  "GCL").

     Pursuant  to Section 145 of the GCL, the Registrant generally has the power
to  indemnify  its  current and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit to
which  they are, or threatened to be made, a party by reason of their serving in
such  positions  so  long  as  they  acted  in  good  faith and in a manner they
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Registrant,  and  with  respect  to  any criminal action, they had no reasonable
cause  to  believe their conduct was lawful.  With respect to suits by or in the
right  of  the  Registrant,  however,  indemnification  generally  is limited to
attorneys'  fees  and  other  expenses  and  is  not available if such person is
adjudged  to  be  liable  to  the  Registrant  unless  the court determines that
indemnification  is  appropriate.  The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The  Registrant  also  has the power to purchase and maintain insurance for such
persons.

     The above discussion of the Registrant's By-laws and Section 145 of the GCL
is  not  intended  to  be  exhaustive  and  is qualified in its entirety by such
document  and  such  statute.

     The  Registrant's  Amended and Restated 1992 Stock Option Plan, as amended,
provides  that  the  Registrant  will,  to  the fullest extent permitted by law,
indemnify,  defend and hold harmless any person who at any time 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) in
any  way relating to or arising out of such plan or any option or options grated
thereunder  by  reason  of  the  fact  that  such person is or was at any time a
director  of  the  Registrant or member of the committee administering such plan
against  judgments,  fines,  penalties,  settlements  and  reasonable  expenses
(including  attorney's fees) actually incurred by such person in connection with
such  action,  suit  or  proceeding.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS.

          4.1--     Restated  Certificate  of  Incorporation, as amended, of the
Registrant  (incorporated  by  reference  to  Exhibit  3.1  to  the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1998, filed with the
Commission  on  August  10,  1998)

          4.2--     Amended and Restated By-laws of the Registrant (incorporated
by  reference  to  Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q
for  the  period  ended  June  30, 1996, filed with the Commission on August 14,
1996).

          4.3--     Form  of Common Stock Certificate (incorporated by reference
to  Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration Statement on
Form  S-1  (Reg. No. 33-44969), filed with the Commission on February 10, 1992).

          4.4--     LifeCell  Corporation Amended and Restated 1992 Stock Option
Plan,  as amended (incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1998, filed with the
Commission  on  August  10,  1998).

       *  5.1--     Opinion  of  Fulbright  &  Jaworski  L.L.P.

        *23.1--     Consent  of  Arthur  Andersen  LLP.
        *23.2--     Consent  of  Fulbright  &  Jaworski  L.L.P.  (included  in
Exhibit  5.1).

         24.1--     Powers  of  Attorney  (contained  on  page  II-5).

          *filed  herewith

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:

               (i)     To include any prospectus required by Section 10(a)(3) of
the  Securities  Act  of  1933,  as  amended  (the  "Securities  Act");

               (ii)     To reflect in the prospectus any facts or events arising
after  the  effective  date  of  this Registration Statement (or the most recent
post-effective  amendment  hereof)  which,  individually  or  in  the aggregate,
represent a fundamental change in the information set forth in this 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 low 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% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  registration  statement;  and

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

          Provided,  however,  that  paragraphs (i) and (ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section  13  or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  that are incorporated by reference in this Registration
Statement.

          (2)     That,  for  the purpose of determining any liability under the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered  herein, 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.

          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
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 herein, 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  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 Securities
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, thereunto duly
authorized,  in  the  City  of The Woodlands, State of Texas, on the 27th day of
August,  1998.

                              LIFECELL CORPORATION


          By:  /s/  J.  DONALD  PAYNE
                    -----------------
          J.  Donald  Payne
          Vice  President  and  Chief  Financial  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 individual whose signature
appears  below  constitutes and appoints Paul M. Frison and J. Donald Payne, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to  this  Registration  Statement,  and  to  file  the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and  Exchange  Commission, granting said attorney-in-fact and agent, 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 might or could do in person, hereby ratifying and
confirming  all that said attorney-in-fact and agent or either of them, or their
or  his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.







Signature                             Title                     Date
----------------------  ---------------------------------  ---------------

/s/ PAUL M. FRISON      Chairman of the Board, President
----------------------                                            
Paul M. Frison             and Chief Executive Officer
                          (Principal Executive Officer)    August 27, 1998

/s/ J. DONALD PAYNE         Vice President and Chief
----------------------                                            
J. Donald Payne           Financial Officer (Principal
                               Financial Officer)          August 27, 1998

/s/ LYNNE P. HOHLFELD              Controller
----------------------                                            
Lynne P. Hohlfeld        (Principal Accounting Officer)    August 27, 1998

/s/ MICHAEL E. CAHR
----------------------                                            
Michael E. Cahr                     Director               August 27, 1998

/s/ JAMES G. FOSTER
----------------------                                            
James G. Foster                     Director               August 27, 1998

/s/ LORI G. KOFFMAN
----------------------                                            
Lori G. Koffman                     Director               August 27, 1998

/s/ STEPHEN A. LIVESEY
----------------------                                            
Stephen A. Livesey                  Director               August 27, 1998

/s/ K. FLYNN MCDONALD
----------------------                                            
K. Flynn McDonald                   Director               August 27, 1998

/s/ DAVID A. THOMPSONn
----------------------                                            
David A. Thompson                   Director               August 27, 1998

<PAGE>


<TABLE>
<CAPTION>

                                      EXHIBIT INDEX


<S>             <C>
EXHIBIT NUMBER  DESCRIPTION
4.1             Restated Certificate of Incorporation, as amended, of the Registrant
                (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly
                Report on Form 10-Q for the period ended June 30, 1998, filed with the
                Commission on August 10, 1998).
4.2             Amended and Restated By-laws of the Registrant (incorporated by reference
                to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the
                period ended June 30, 1996, filed with the Commission on August 14,
                1996).
4.3             Form of Common Stock Certificate (incorporated by reference to Exhibit
                4.2 to Amendment No. 2 to the Registrant's Registration Statement on Form
                S-1 (Reg. No. 33-44969), filed with the Commission on February 10, 1992).
4.4             LifeCell Corporation Amended and Restated 1992 Stock Option Plan, as
                amended (incorporated by reference to Exhibit 10.1 to the Registrant's
                Quarterly Report on Form 10-Q for the period ended June 30, 1998, filed
                with the Commission on August 10, 1998).
*5.1            Opinion of Fulbright & Jaworski L.L.P.
*23.1           Consent of Arthur Andersen LLP.
*23.2           Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
*24.1           Powers of Attorney (contained on page II-5).
</TABLE>
*filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21101}]
{"company-data": {"conformed-name": "LIFECELL CORP", "cik": "0000849448", "assigned-sic": "8731", "irs-number": "760172936", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62491", "film-number": "98700931"}, "business-address": {"street1": "3606 RESEARCH FOREST DR", "street2": "LIFECELL CORPORATION", "city": "WOODLANDS", "state": "TX", "zip": "77381", "phone": "7133675368"}, "mail-address": {"street1": "3606 RESEARCH FOREST DR", "city": "THE WOODLANDS", "state": "TX", "zip": "77381"}}
As filed with the Securities and Exchange Commission on August 28, 1998
                                                           Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

      DELAWARE          76-019890
     (State  or  other  jurisdiction  of
     incorporation or organization)          (I.R.S Employer Identification No.)

     3606  RESEARCH  FOREST  DRIVE
     THE  WOODLANDS,  TEXAS                                   77381
     (Address  of  Principal  Executive  Offices)               (Zip  Code)

     LIFECELL  CORPORATION  AMENDED  AND  RESTATED  1992  STOCK  OPTION PLAN, AS
AMENDED
                            (Full title of the plan)

                                 J. DONALD PAYNE
                              LIFECELL CORPORATION
                           3606 RESEARCH FOREST DRIVE
                           THE WOODLANDS, TEXAS  77381
                     (Name and address of agent for service)
                                  281/367-5368
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                              HOUSTON, TEXAS 77010
                                 (713) 651-5151
                          ATTENTION:  ROBERT E. WILSON

If  any  of  the securities being registered on this Form are to be offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933,  check  the  following  box.
CALCULATION  OF  REGISTRATION  FEE

TITLE OF                           PROPOSED           PROPOSED        AMOUNT OF
SECURITIES                          MAXIMUM           MAXIMUM       REGISTRATION
TO BE REGISTERED   AMOUNT TO       OFFERING          AGGREGATE         FEE (3)
                      BE        PRICE PER SHARE    OFFERING PRICE
                  REGISTERED          (1)               (1)
Common             1,500,000         $4.44           $6,660,000         $2,018
Stock, $.001        shares
par value          (2), (3)
----------------  -----------                                              
(1)     Estimated  in accordance with Rule 457(c) and (h) solely for the purpose
of  calculating the registration fee on the basis of the average of the high and
low  prices  of  the  Common  Stock as reported by the Nasdaq National Market on
August  24,  1998.

(2)     Includes  an indeterminable number of shares of Common Stock issuable as
a  result of the anti-dilution provisions of the Amended and Restated 1992 Stock
Option  Plan.

(3)     In  accordance  with  Rule 429, an additional 1,000,000 shares of Common
Stock,  par  value  $.001 per share, are being carried forward from Registration
Statement No. 333-111939.  The Registrant paid the filing fee of $986 associated
with  such  shares  on  September  13,  1996.

     Pursuant  to  Rule 429, the Prospectus to which this Registration Statement
relates  is combined Prospectus that also relates to a Registration Statement on
form  S-8  No.  333-111939,  previously filed by the Registrant on September 13,
1996.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:     The  document(s)  containing  the  information concerning the LifeCell
Corporation Amended and Restated 1992 Stock Option Plan (the "Plan") required by
Item 1 of Form S-8 under the Securities Act of 1933, as amended (the "Securities
Act"),  and  the  statement  of  availability  of  registrant  information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to participants as specified by Rule 428.  In accordance with Rule 428 and
the  requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule  424.  LifeCell  Corporation  (the  "Company"  or  the  "Registrant") shall
maintain a file of such documents in accordance with the provisions of rule 428.
Upon request, the Registrant shall furnish to the Commission or its staff a copy
or  copies  of  all  of  the  documents  included  in  such  file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

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

          1.     The  Annual  Report  on  Form  10-K  for  the fiscal year ended
December  31,  1997  of  LifeCell  Corporation,  a  Delaware  corporation  (the
"Registrant"),  filed March 6, 1998 with the Securities and Exchange Commission,
as  amended  by  Amendment  No. 1 to Form 10-K on Form 10-K/A of the Registrant,
filed  with  the  Commission  (the  "Commission")  on  May  1,  1998.

          2.     The  description  of  the  Registrant's common stock, $.001 par
value  (the  "Common  Stock"), contained in a registration statement on Form 8-A
filed  with  the  Commission  on  February  27, 1992, including any amendment or
report  filed  for  the  purpose  of  updating  such  description.

          3.     The  Registrant's  Quarterly Report on Form 10-Q for the period
ended  March  31,  1998,  filed  with  the  Commission  on  May  12,  1998.

          4.     The  Registrant's  Quarterly Report on Form 10-Q for the period
ended  June  30,  1998,  filed  with  the  Commission  on  August  10,  1998.

     b.     All  documents  filed  by the Registrant pursuant to Sections 13(a),
13(c),  14  and  15(d)  of  the  Securities  Exchange  Act  of 1934, as amended,
subsequent  to  the  date  of  the  filing  hereof  and 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.

     Any  statement  contained  in  this Registration Statement, in an amendment
hereto  or  in a document incorporated by reference herein shall be deemed to be
modified  or superseded for purposes of the Registration Statement to the extent
that  a  statement  contained  herein or in any subsequently filed supplement to
this  Registration  Statement  or  in  any document that also is incorporated by
reference  herein  modifies  of  supersedes  such  statement.  Any  statement so
modified  or  superseded  shall  not  be  deemed,  except  as  so  modified  or
susperseded,  to  constitute  a  part  of  the  Registration  Statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.
ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Article  X of the Registrant's Amended and Restated By-laws (the "By-laws")
provides  for  mandatory  indemnification  to  at  least the extent specifically
allowed  by  Section 145 of the General Corporation Law of the State of Delaware
(the  "GCL").

     Pursuant  to Section 145 of the GCL, the Registrant generally has the power
to  indemnify  its  current and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit to
which  they are, or threatened to be made, a party by reason of their serving in
such  positions  so  long  as  they  acted  in  good  faith and in a manner they
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Registrant,  and  with  respect  to  any criminal action, they had no reasonable
cause  to  believe their conduct was lawful.  With respect to suits by or in the
right  of  the  Registrant,  however,  indemnification  generally  is limited to
attorneys'  fees  and  other  expenses  and  is  not available if such person is
adjudged  to  be  liable  to  the  Registrant  unless  the court determines that
indemnification  is  appropriate.  The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The  Registrant  also  has the power to purchase and maintain insurance for such
persons.

     The above discussion of the Registrant's By-laws and Section 145 of the GCL
is  not  intended  to  be  exhaustive  and  is qualified in its entirety by such
document  and  such  statute.

     The  Registrant's  Amended and Restated 1992 Stock Option Plan, as amended,
provides  that  the  Registrant  will,  to  the fullest extent permitted by law,
indemnify,  defend and hold harmless any person who at any time 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) in
any  way relating to or arising out of such plan or any option or options grated
thereunder  by  reason  of  the  fact  that  such person is or was at any time a
director  of  the  Registrant or member of the committee administering such plan
against  judgments,  fines,  penalties,  settlements  and  reasonable  expenses
(including  attorney's fees) actually incurred by such person in connection with
such  action,  suit  or  proceeding.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS.

          4.1--     Restated  Certificate  of  Incorporation, as amended, of the
Registrant  (incorporated  by  reference  to  Exhibit  3.1  to  the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1998, filed with the
Commission  on  August  10,  1998)

          4.2--     Amended and Restated By-laws of the Registrant (incorporated
by  reference  to  Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q
for  the  period  ended  June  30, 1996, filed with the Commission on August 14,
1996).

          4.3--     Form  of Common Stock Certificate (incorporated by reference
to  Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration Statement on
Form  S-1  (Reg. No. 33-44969), filed with the Commission on February 10, 1992).

          4.4--     LifeCell  Corporation Amended and Restated 1992 Stock Option
Plan,  as amended (incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1998, filed with the
Commission  on  August  10,  1998).

       *  5.1--     Opinion  of  Fulbright  &  Jaworski  L.L.P.

        *23.1--     Consent  of  Arthur  Andersen  LLP.
        *23.2--     Consent  of  Fulbright  &  Jaworski  L.L.P.  (included  in
Exhibit  5.1).

         24.1--     Powers  of  Attorney  (contained  on  page  II-5).

          *filed  herewith

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:

               (i)     To include any prospectus required by Section 10(a)(3) of
the  Securities  Act  of  1933,  as  amended  (the  "Securities  Act");

               (ii)     To reflect in the prospectus any facts or events arising
after  the  effective  date  of  this Registration Statement (or the most recent
post-effective  amendment  hereof)  which,  individually  or  in  the aggregate,
represent a fundamental change in the information set forth in this 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 low 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% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  registration  statement;  and

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

          Provided,  however,  that  paragraphs (i) and (ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section  13  or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  that are incorporated by reference in this Registration
Statement.

          (2)     That,  for  the purpose of determining any liability under the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered  herein, 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.

          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
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 herein, 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  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 Securities
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, thereunto duly
authorized,  in  the  City  of The Woodlands, State of Texas, on the 27th day of
August,  1998.

                              LIFECELL CORPORATION

          By:  /s/  J.  DONALD  PAYNE
                    -----------------
          J.  Donald  Payne
          Vice  President  and  Chief  Financial  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 individual whose signature
appears  below  constitutes and appoints Paul M. Frison and J. Donald Payne, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to  this  Registration  Statement,  and  to  file  the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and  Exchange  Commission, granting said attorney-in-fact and agent, 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 might or could do in person, hereby ratifying and
confirming  all that said attorney-in-fact and agent or either of them, or their
or  his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Signature                             Title                     Date
----------------------  ---------------------------------  ---------------

/s/ PAUL M. FRISON      Chairman of the Board, President
----------------------                                            
Paul M. Frison             and Chief Executive Officer
                          (Principal Executive Officer)    August 27, 1998

/s/ J. DONALD PAYNE         Vice President and Chief
----------------------                                            
J. Donald Payne           Financial Officer (Principal
                               Financial Officer)          August 27, 1998

/s/ LYNNE P. HOHLFELD              Controller
----------------------                                            
Lynne P. Hohlfeld        (Principal Accounting Officer)    August 27, 1998

/s/ MICHAEL E. CAHR
----------------------                                            
Michael E. Cahr                     Director               August 27, 1998

/s/ JAMES G. FOSTER
----------------------                                            
James G. Foster                     Director               August 27, 1998

/s/ LORI G. KOFFMAN
----------------------                                            
Lori G. Koffman                     Director               August 27, 1998

/s/ STEPHEN A. LIVESEY
----------------------                                            
Stephen A. Livesey                  Director               August 27, 1998

/s/ K. FLYNN MCDONALD
----------------------                                            
K. Flynn McDonald                   Director               August 27, 1998

/s/ DAVID A. THOMPSONn
----------------------                                            
David A. Thompson                   Director               August 27, 1998
EXHIBIT INDEX
EXHIBIT NUMBER  DESCRIPTION
4.1             Restated Certificate of Incorporation, as amended, of the Registrant
                (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly
                Report on Form 10-Q for the period ended June 30, 1998, filed with the
                Commission on August 10, 1998).
4.2             Amended and Restated By-laws of the Registrant (incorporated by reference
                to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the
                period ended June 30, 1996, filed with the Commission on August 14,
                1996).
4.3             Form of Common Stock Certificate (incorporated by reference to Exhibit
                4.2 to Amendment No. 2 to the Registrant's Registration Statement on Form
                S-1 (Reg. No. 33-44969), filed with the Commission on February 10, 1992).
4.4             LifeCell Corporation Amended and Restated 1992 Stock Option Plan, as
                amended (incorporated by reference to Exhibit 10.1 to the Registrant's
                Quarterly Report on Form 10-Q for the period ended June 30, 1998, filed
                with the Commission on August 10, 1998).
*5.1            Opinion of Fulbright & Jaworski L.L.P.
*23.1           Consent of Arthur Andersen LLP.
*23.2           Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
*24.1           Powers of Attorney (contained on page II-5).
*filed herewith