Registration No. 33-
          
                                                                      
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

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

                        AQUILA BIOPHARMACEUTICALS, INC.
            (Exact name of registrant as specified in its charter)

         Delaware                                          04-3307818
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                     Identification Number)
                             365 Plantation Street
                        Worcester, Massachusetts 01605
                               (508) 797-5777
               (Address, including zip code and telephone number,
      including area code, of registrant's principal executive offices)

       AQUILA BIOPHARMACEUTICALS, INC. 1996 STOCK AWARD AND OPTION PLAN
   AQUILA BIOPHARMACEUTICALS, INC. 1996 DIRECTORS STOCK AWARD AND OPTION PLAN
                            (Full title of the Plan)

                          Jane V. Hawkes, Secretary
                        Aquila Biopharmaceuticals, Inc.
                             c/o Bowditch & Dewey
                               311 Main Street
                        Worcester, Massachusetts 01608
                                (508) 791-3511
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
                                               
Title of each class   Amount to be  Proposed maximum   Proposed maximum
oF securities to be  registered (1) offering price per  aggregate offering
registered                              share (2)          price (2)

Common Stock, par      2,200,000       $5.00             $11,000,000
value
$.01 per share

                                   Amount of
                               registration fee

                                    $3,333
                    
(1)  The number of shares of Aquila Biopharmaceuticals, Inc. common stock is
based upon the estimated maximum number of such shares to be issued upon
exercise of all options that may be issued under the aforesaid plans.
(2)  Estimated solely pursuant to Rule 457 for the purposes of calculating
the registration fee, based upon the last sale price of the common stock on
April 1, 1997, as reported by the NASDAQ National Market System.
                   



                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


        Item 3. Incorporation of Documents by Reference.

             The following documents heretofore filed with the Commission
        are hereby incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1996;

             2.   The description of the Company's common stock as
             contained in the Company's Registration Statement on
             Form 8-A with respect to such securities and in the
             Company's Quarterly Report on Form 10-Q for the quarter
             ended September 30, 1996.  (File No. 0-12081.)

             In addition, all documents filed by the Company pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
        Act of 1934 subsequent to the documents enumerated above, 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.

        Item 4.   Description of Securities - Not Applicable.


        Item 5.   Interests of Named Experts and Counsel

                                     EXPERTS

             The financial statements of the Company, incorporated by
        reference in this Registration Statement have been audited by
        Coopers & Lybrand L.L.P., independent certified public
        accountants, as stated in their report which is also incorporated
        by reference herein.  Such financial statements have been so
        incorporated in reliance upon the report of such firm, given upon
        the authority of that firm as experts in accounting and auditing.


                                  LEGAL OPINIONS

             The legality of the common stock being offered in this
        Registration Statement and certain other legal matters in
        connection with this offering are being passed upon for the
        Company by Bowditch & Dewey, Worcester, Massachusetts.

        Item 6.   Indemnification of Directors and Officers

             Section 145 of the Delaware General Corporation Law provides
        that the Company shall have the power to indemnify any director,
        officer, employee or agent for expenses (including attorneys
        fees) judgments, fines and amounts paid in settlement actually
        and reasonably incurred by him in connection with any suit,
        action or proceeding if such person acted in good faith and in a
        manner he reasonably believed to be in or not opposed to the best
        interests of the Company, and, with respect to any criminal
        proceeding, had no reasonable cause to believe his conduct was
        unlawful.  In the event an action against such a person is by or
        in the right of the Company and such person shall have been
        adjudged to be liable to the Company, such indemnification is
        permitted only to the extent that the Court of Chancery or the
        court in which such action is brought shall deem proper.

             Article III of the Company's By-Laws provides for
        indemnification of its directors, officers, employees or agents
        to the fullest extent provided by law.

             Article Sixth of the Company's Restated Certificate of
        Incorporation provides that a director of the Company shall not
        be personally liable to the Company or its shareholders for
        monetary damages for breach of fiduciary duty as a director
        except for liability (i) for any breach of the director's duty of
        loyalty to the Company or its shareholders, (ii) for acts or
        omissions not in good faith or which involve intentional
        misconduct or a knowing violation of law, (iii) under Section 174
        of the Delaware General Corporation Law, or (iv) for any
        transaction from which the director derived any improper personal
        benefit.

             The Company maintains an Executive Liability and
        Indemnification Policy. Subject to the policy conditions, the
        insurance provides coverage for amounts payable by the Company to
        its directors and officers pursuant to the Company's By-Laws.

        Item 7.   Exemption from Registration Claimed - Not Applicable

        Item 8.   Exhibits

                  4.1  Specimen Certificate representing common stock of
        the Company (incorporated by reference to Exhibit 4.1 to the
        Company's Current Report on Form 8-K dated October 21, 1996.)
        (File No. 0-12081).

                  o5.1      Opinion of Bowditch & Dewey

                  o23.1     Consent of Coopers & Lybrand L.L.P.

                  o23.2     Consent of Bowditch & Dewey (included in
                            Exhibit 5.1).

                  o24.1     Power of Attorney (included on signature
                            page).

        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.  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 percent change in the maximum aggregate offering
        price set forth in the "Calculation of Registration Fee" table in
        the effective registration statement.

                    (iii)   to include any material information with
        respect to the plan of distribution not previously disclosed in
        the Registration Statement or any material change to such
        information in the Registration Statement; provided, however,
        that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
        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 that are incorporated by
        reference in this 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)  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 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 that 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, thereunto duly authorized, in
        the City of Worcester, Commonwealth of Massachusetts on April 1,
        1997


                                      AQUILA BIOPHARMACEUTICALS, INC. 


                                           /s/ Alison Taunton-Rigby
                                      By: ______________________________
                                           Alison Taunton-Rigby
                                           President (Principal Executive
                                           Officer)

                                           
                                           /s/ Stephen J. DiPalma
                                      By: ______________________________
                                           Stephen J. DiPalma
                                           Vice President-Finance,
                                           Treasurer
                                           and Chief Financial Officer
                                           (Principal Financial Officer)


                                           /s/ Paul Foulkrod
                                      By: ______________________________
                                           Paul Foulkrod
                                           Principal Accounting 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.  Each
        person whose signature appears below does hereby make, constitute
        and appoint Alison Taunton-Rigby and Jane V. Hawkes, and each of
        them, his true and lawful attorneys and agents with full power
        and authority, on his behalf, to execute and file with the
        Securities and Exchange Commission any amendment or amendments,
        including post-effective amendments, to this Registration
        Statement, and any and all instruments and documents which may be
        necessary or desirable in connection with the registration of the
        shares of common stock pursuant to this Registration Statement,
        and he does hereby ratify and confirm all of his said attorneys
        and agents may do or cause to be done by virtue hereof.

        Signature                        Title          Date

         /s/ Alison Taunton-Rigby
        ______________________________   Director       April 2, 1997
            Alison Taunton-Rigby

         /s/ Elliott D. Hillback, Jr.
        ______________________________   Director       April 2, 1997
            Elliott D. Hillback, Jr.

         /s/ John M. Nelson
        ______________________________   Director       April 2, 1997
            John M. Nelson 

         /s/ Keith J. Dorrington
        ______________________________   Director       April 2, 1997
            Keith J. Dorrington

         /s/ Jeffrey T. Beaver
        ______________________________   Director       April 2, 1997
            Jeffrey T. Beaver



                                  EXHIBIT INDEX



             4.1       Specimen Certificate representing common stock of
                       the Company (incorporated by reference to
                       Exhibit 4.1 to the Company's Current Report on
                       Form 8-K dated October 21, 1996.)  (File No. 0-
                       12081).

             o5.1      Opinion of Bowditch & Dewey

             o23.1     Consent of Coopers & Lybrand L.L.P.

             o23.2     Consent of Bowditch & Dewey (included in
                       Exhibit 5.1).

             o24.1     Power of Attorney (included on signature page).




        ____________________
        oFiled herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16637}]
{"company-data": {"conformed-name": "AQUILA BIOPHARMACEUTICALS INC", "cik": "0000704292", "assigned-sic": "2835", "irs-number": "043307818", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24487", "film-number": "97574405"}, "business-address": {"street1": "365 PLANTATION STREET", "city": "WORCESTER", "state": "MA", "zip": "01605", "phone": "5087975777"}, "mail-address": {"street1": "365 PLANTATION STREET", "city": "WORCESTER", "state": "MA", "zip": "01605"}, "former-company": [{"former-conformed-name": "CAMBRIDGE BIOTECH CORP", "date-changed": "19920703"}, {"former-conformed-name": "CAMBRIDGE BIOSCIENCE CORP", "date-changed": "19901116"}]}
Registration No. 33-
          
                                                                      
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

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

                        AQUILA BIOPHARMACEUTICALS, INC.
            (Exact name of registrant as specified in its charter)

         Delaware                                          04-3307818
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                     Identification Number)
                             365 Plantation Street
                        Worcester, Massachusetts 01605
                               (508) 797-5777
               (Address, including zip code and telephone number,
      including area code, of registrant's principal executive offices)

       AQUILA BIOPHARMACEUTICALS, INC. 1996 STOCK AWARD AND OPTION PLAN
   AQUILA BIOPHARMACEUTICALS, INC. 1996 DIRECTORS STOCK AWARD AND OPTION PLAN
                            (Full title of the Plan)

                          Jane V. Hawkes, Secretary
                        Aquila Biopharmaceuticals, Inc.
                             c/o Bowditch & Dewey
                               311 Main Street
                        Worcester, Massachusetts 01608
                                (508) 791-3511
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
                                               
Title of each class   Amount to be  Proposed maximum   Proposed maximum
oF securities to be  registered (1) offering price per  aggregate offering
registered                              share (2)          price (2)

Common Stock, par      2,200,000       $5.00             $11,000,000
value
$.01 per share

                                   Amount of
                               registration fee

                                    $3,333
                    
(1)  The number of shares of Aquila Biopharmaceuticals, Inc. common stock is
based upon the estimated maximum number of such shares to be issued upon
exercise of all options that may be issued under the aforesaid plans.
(2)  Estimated solely pursuant to Rule 457 for the purposes of calculating
the registration fee, based upon the last sale price of the common stock on
April 1, 1997, as reported by the NASDAQ National Market System.
                   

                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3. Incorporation of Documents by Reference.

             The following documents heretofore filed with the Commission
        are hereby incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1996;

             2.   The description of the Company's common stock as
             contained in the Company's Registration Statement on
             Form 8-A with respect to such securities and in the
             Company's Quarterly Report on Form 10-Q for the quarter
             ended September 30, 1996.  (File No. 0-12081.)

             In addition, all documents filed by the Company pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
        Act of 1934 subsequent to the documents enumerated above, 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.

        Item 4.   Description of Securities - Not Applicable.

        Item 5.   Interests of Named Experts and Counsel

                                     EXPERTS

             The financial statements of the Company, incorporated by
        reference in this Registration Statement have been audited by
        Coopers & Lybrand L.L.P., independent certified public
        accountants, as stated in their report which is also incorporated
        by reference herein.  Such financial statements have been so
        incorporated in reliance upon the report of such firm, given upon
        the authority of that firm as experts in accounting and auditing.

                                  LEGAL OPINIONS

             The legality of the common stock being offered in this
        Registration Statement and certain other legal matters in
        connection with this offering are being passed upon for the
        Company by Bowditch & Dewey, Worcester, Massachusetts.

        Item 6.   Indemnification of Directors and Officers

             Section 145 of the Delaware General Corporation Law provides
        that the Company shall have the power to indemnify any director,
        officer, employee or agent for expenses (including attorneys
        fees) judgments, fines and amounts paid in settlement actually
        and reasonably incurred by him in connection with any suit,
        action or proceeding if such person acted in good faith and in a
        manner he reasonably believed to be in or not opposed to the best
        interests of the Company, and, with respect to any criminal
        proceeding, had no reasonable cause to believe his conduct was
        unlawful.  In the event an action against such a person is by or
        in the right of the Company and such person shall have been
        adjudged to be liable to the Company, such indemnification is
        permitted only to the extent that the Court of Chancery or the
        court in which such action is brought shall deem proper.

             Article III of the Company's By-Laws provides for
        indemnification of its directors, officers, employees or agents
        to the fullest extent provided by law.

             Article Sixth of the Company's Restated Certificate of
        Incorporation provides that a director of the Company shall not
        be personally liable to the Company or its shareholders for
        monetary damages for breach of fiduciary duty as a director
        except for liability (i) for any breach of the director's duty of
        loyalty to the Company or its shareholders, (ii) for acts or
        omissions not in good faith or which involve intentional
        misconduct or a knowing violation of law, (iii) under Section 174
        of the Delaware General Corporation Law, or (iv) for any
        transaction from which the director derived any improper personal
        benefit.

             The Company maintains an Executive Liability and
        Indemnification Policy. Subject to the policy conditions, the
        insurance provides coverage for amounts payable by the Company to
        its directors and officers pursuant to the Company's By-Laws.

        Item 7.   Exemption from Registration Claimed - Not Applicable

        Item 8.   Exhibits

                  4.1  Specimen Certificate representing common stock of
        the Company (incorporated by reference to Exhibit 4.1 to the
        Company's Current Report on Form 8-K dated October 21, 1996.)
        (File No. 0-12081).

                  o5.1      Opinion of Bowditch & Dewey

                  o23.1     Consent of Coopers & Lybrand L.L.P.

                  o23.2     Consent of Bowditch & Dewey (included in
                            Exhibit 5.1).

                  o24.1     Power of Attorney (included on signature
                            page).

        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.  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 percent change in the maximum aggregate offering
        price set forth in the "Calculation of Registration Fee" table in
        the effective registration statement.

                    (iii)   to include any material information with
        respect to the plan of distribution not previously disclosed in
        the Registration Statement or any material change to such
        information in the Registration Statement; provided, however,
        that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
        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 that are incorporated by
        reference in this 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)  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 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 that 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, thereunto duly authorized, in
        the City of Worcester, Commonwealth of Massachusetts on April 1,
        1997

                                      AQUILA BIOPHARMACEUTICALS, INC. 

                                           /s/ Alison Taunton-Rigby
                                      By: ______________________________
                                           Alison Taunton-Rigby
                                           President (Principal Executive
                                           Officer)

                                           
                                           /s/ Stephen J. DiPalma
                                      By: ______________________________
                                           Stephen J. DiPalma
                                           Vice President-Finance,
                                           Treasurer
                                           and Chief Financial Officer
                                           (Principal Financial Officer)

                                           /s/ Paul Foulkrod
                                      By: ______________________________
                                           Paul Foulkrod
                                           Principal Accounting 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.  Each
        person whose signature appears below does hereby make, constitute
        and appoint Alison Taunton-Rigby and Jane V. Hawkes, and each of
        them, his true and lawful attorneys and agents with full power
        and authority, on his behalf, to execute and file with the
        Securities and Exchange Commission any amendment or amendments,
        including post-effective amendments, to this Registration
        Statement, and any and all instruments and documents which may be
        necessary or desirable in connection with the registration of the
        shares of common stock pursuant to this Registration Statement,
        and he does hereby ratify and confirm all of his said attorneys
        and agents may do or cause to be done by virtue hereof.

        Signature                        Title          Date

         /s/ Alison Taunton-Rigby
        ______________________________   Director       April 2, 1997
            Alison Taunton-Rigby

         /s/ Elliott D. Hillback, Jr.
        ______________________________   Director       April 2, 1997
            Elliott D. Hillback, Jr.

         /s/ John M. Nelson
        ______________________________   Director       April 2, 1997
            John M. Nelson 

         /s/ Keith J. Dorrington
        ______________________________   Director       April 2, 1997
            Keith J. Dorrington

         /s/ Jeffrey T. Beaver
        ______________________________   Director       April 2, 1997
            Jeffrey T. Beaver

                                  EXHIBIT INDEX

             4.1       Specimen Certificate representing common stock of
                       the Company (incorporated by reference to
                       Exhibit 4.1 to the Company's Current Report on
                       Form 8-K dated October 21, 1996.)  (File No. 0-
                       12081).

             o5.1      Opinion of Bowditch & Dewey

             o23.1     Consent of Coopers & Lybrand L.L.P.

             o23.2     Consent of Bowditch & Dewey (included in
                       Exhibit 5.1).

             o24.1     Power of Attorney (included on signature page).

        ____________________
        oFiled herewith