<PAGE>
 
267300.002(B&F)                                            Registration No.333-


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                 Alkermes, Inc.
                                 --------------
             (Exact name of registrant as specified in its charter)

                Pennsylvania                                23-2472830
---------------------------------------------          -------------------
(State or other jurisdiction of incorporation          (I.R.S. Employer
or organization)                                       Identification No.)

            64 Sidney Street
        Cambridge, Massachusetts                           02139-4234
------------------------------------------------       -------------------
(Address of Principal Executive Offices)                  (Zip Code)

                                 Alkermes, Inc.
                             Stock Option Plan for
                             Non-Employee Directors
                          --------------------------------
                            (Full title of the plan)

                                Richard F. Pops
                            Chief Executive Officer
                                 Alkermes, Inc.
                                64 Sidney Street
                      Cambridge, Massachusetts 02139-4234
                     ---------------------------------------
                    (Name and address of agent for service)

                                (617) 494-0171
          -----------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                with a copy to:
                          Morris Cheston, Jr., Esquire
                       Ballard Spahr Andrews & Ingersoll
                               1735 Market Street
                     Philadelphia, Pennsylvania 19103-7599
                                 (215) 665-8500
                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------
                                Proposed      Proposed
Title of                        Maximum       Maximum
Securities          Amount      Offering     Aggregate     Amount of
to be               to be      Price Per      Offering    Registration
Registered        Registered    Share(1)      Price(1)        Fee
----------------------------------------------------------------------
<S>               <C>          <C>           <C>          <C>
Common Stock,
par value $.01
per share         150,000      $15.50        $2,325,000   $802
----------------------------------------------------------------------
</TABLE>
(1)  Estimated solely for the purpose of calculating the registration fee.  In
     accordance with Rule 457(c) and (h), the price shown is based upon the
     average of the high and low price of Alkermes, Inc. Common Stock on 
     September 30, 1996, $15.50, as reported on the Nasdaq National Market.
<PAGE>
 
        PART  I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


          The documents containing the information specified in Part I of this
Registration Statement will be given or sent to all directors who participate in
the Stock Option Plan for Non-Employee Directors as specified by Rule 428.


        PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference.
          ------------------------------------------------

          The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") by Alkermes, Inc. (the "Company") (File No. 0-19267) are
incorporated herein by reference:

          (1)  the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1996;

          (2)  the Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1996;

          (5)  the description of the Company's Common Stock contained in Item 1
               of the Company's Registration Statement on Form 8-A dated June
               28, 1991, as amended by a Report on Form 8 dated February 12,
               1993.

          Each document filed by the Company after the date hereof pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and shall be part
hereof from the date of filing of such document.


                                     II-1
<PAGE>
 
Item 4.   Description of Securities.
          ------------------------- 

             Not applicable.


Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

             Morris Cheston, Jr., Esquire, Secretary of the Company, is a
partner in the law firm of Ballard Spahr Andrews & Ingersoll which has given an
opinion passing upon the validity of the securities being registered hereby.


Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

             The Pennsylvania Business Corporation Law of 1988, as amended,
authorizes the Company to grant indemnification to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended.  In addition, the Company
has also obtained Directors' and Officers' Liability Insurance in the amount of
$3,000,000 which insures its officers and directors against certain liabilities
such persons may incur in their capacities as officers or directors of the
Company.

          Article 5 of the Company's By-Laws provides as follows:

      INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

          5.1  INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.  The
Corporation shall indemnify any director, officer, employee or agent of the
Corporation or any of its subsidiaries who was or is an "authorized
representative" of the Corporation (which shall mean, for the purpose of this
Article, a director or officer of the Corporation, or a person serving at the
request of the Corporation as a director, officer, partner, fiduciary or trustee
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise) and who was or is a "party" (which shall include for
purposes of this Article the giving of testimony or similar involvement) or is
threatened to be made a party to any "proceeding" (which shall mean for purposes
of this Article any threatened, pending or completed action, suit, appeal or
other proceeding of any nature, whether civil, criminal, administrative or
investigative, whether formal or informal, and whether brought by or in the
right of the Corporation, its shareholders or otherwise) by reason of the fact
that such person was or is an authorized representative of the Corporation to
the fullest extent permitted by law, including without limitation
indemnification against expenses (which shall include for purposes of this
Article attorneys' fees and disbursements), damages, punitive damages,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such proceeding unless

                                     II-2
<PAGE>
 
the act or failure to act giving rise to the claim is finally determined by a
court to have constituted willful misconduct or recklessness.  If an authorized
representative is not entitled to indemnification in respect of a portion of any
liabilities to which such person may be subject, the Corporation shall
nonetheless indemnify such person to the maximum extent for the remaining
portion of the liabilities.

          5.2  ADVANCEMENT OF EXPENSES.  The Corporation shall pay the expenses
(including attorneys' fees and disbursements) actually and reasonably incurred
in defending a proceeding on behalf of any person entitled to indemnification
under Section 5.1 in advance of the final disposition of such proceeding upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article and may pay such
expenses in advance on behalf of any employee or agent on receipt of a similar
undertaking.  The financial ability of such authorized representative to make
such repayment shall not be prerequisite to the making of an advance.

          5.3  EMPLOYEE BENEFIT PLANS.  For purposes of this Article, the
Corporation shall be deemed to have requested an officer, director, employee or
agent to serve as fiduciary with respect to an employee benefit plan where the
performance by such person of duties to the Corporation also imposes duties on,
or otherwise involves services by, such person as a fiduciary with respect to
the plan; excise taxes assessed on an authorized representative with respect to
any transaction with an employee benefit plan shall be deemed "fines"; and
action taken or omitted by such person with respect to an employee benefit plan
in the performance of duties for a purpose reasonably believed to be in the
interest of the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the Corporation.

          5.4  SECURITY FOR INDEMNIFICATION OBLIGATIONS.  To further effect,
satisfy or secure the indemnification obligations provided herein or otherwise,
the Corporation may maintain insurance, obtain a letter of credit, act as self-
insurer, create a reserve, trust, escrow, cash collateral or other fund or
account, enter into indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or use any other
mechanism or arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as the Board of Directors shall deem
appropriate.

          5.5  RELIANCE UPON PROVISIONS.  Each person who shall act as an
authorized representative of the Corporation shall be deemed to be doing so in
reliance upon the rights of indemnification provided by this Article.

          5.6  AMENDMENT OR REPEAL.  All rights of indemnification under this
Article shall be deemed a contract between the Corporation and the person
entitled to indemnification under this Article pursuant to which the Corporation
and each such person intend to be legally bound.  Any repeal, amendment or
modification hereof shall be prospective only and shall not limit, but may
expand, any rights or obligations in respect of


                                     II-3
<PAGE>
 
any proceeding whether commenced prior to or after such change to the extent
such proceeding pertains to actions or failures to act occurring prior to such
change.

          5.7  SCOPE OF ARTICLE.  The indemnification, as authorized by this
Article, shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in any
other capacity while holding such office.  The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article shall continue as
to a person who has ceased to be an officer, director, employee or agent in
respect of matters arising prior to such time, and shall inure to the benefit of
the heirs, executors and administrators of such person.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

       Not applicable.

Item 8.  Exhibits.
         -------- 

       4.1  Specimen copy of Common Stock certificate (incorporated by reference
            to Exhibit 4 to the Company's Registration Statement on Form S-1,
            File No. 40250)

       4.2  Stock Option Plan for Non-Employee Directors (incorporated by
            reference to Exhibit 10.5 to the Company's Annual Report on Form 10-
            K for the fiscal year ended March 31, 1996)

       5    Opinion of Ballard Spahr Andrews & Ingersoll

      23.1  Consent of Deloitte & Touche LLP

      23.2  Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)

      24    Power of Attorney (included in 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:

     (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

                                     II-4
<PAGE>
 
     (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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

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

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

          The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          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


                                     II-5
<PAGE>
 
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.

                                     II-6
<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 Cambridge, Massachusetts, on October 2, 1996.


                                 ALKERMES, INC.


                                 By /s/ Richard F. Pops
                                    -------------------------
                                   Richard F. Pops
                                   Chief Executive Officer


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

          Each person whose signature appears below in so signing also makes,
constitutes and appoints Richard F. Pops and Michael J. Landine, and each of
them, his true and lawful attorney-in-fact, with full power of substitution, for
him in any and all capacities, to execute and cause to be filed with the
Securities and Exchange Commission any and all amendments and post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, and hereby ratifies and confirms all that
said attorney-in-fact or his substitute or substitutes may do or cause to be
done by virtue hereof.

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


/s/ Michael A. Wall        Director and                      October 2, 1996
-----------------------    Chairman of the Board    
     Michael A. Wall     


/s/ Richard F. Pops        Director and Chief                October 2, 1996
-----------------------    Executive Officer            
     Richard F. Pops      (Principal Executive Officer) 
                    


/s/ Robert A. Breyer       Director, President               October 2, 1996
-----------------------    and Chief Operating Officer       
     Robert A. Breyer  


                                     II-7
<PAGE>
 
/s/ Michael J. Landine     Senior Vice President,            October 2, 1996
-----------------------    Chief Financial  
     Michael J. Landine    Officer and    
                           Treasurer            
                           (Principal Financial 
                           Officer and          
                           Principal Accounting 
                           Officer)              
                    


/s/ Floyd Bloom            Director                          October 2, 1996
-----------------------                                         
     Floyd Bloom


___________________        Director                                          
     John K. Clarke


___________________        Director                        
     Robert S. Langer


/s/ Alexander Rich         Director                          October 2, 1996   
-----------------------                                                      
     Alexander Rich


/s/ Paul Schimmel          Director                          October 2, 1996
----------------------                                          
     Paul Schimmel



                                     II-8
<PAGE>
 
                                 EXHIBIT INDEX



Number                     Exhibit
------                     -------

4.1   Specimen copy of Common Stock certificate (incorporated by reference to
      Exhibit 4 to the Company's Registration Statement on Form S-1, File No.
      40250)

4.2   Stock Option Plan for Non-Employee Directors (incorporated by reference to
      Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal
      year ended March 31, 1996)

5     Opinion of Ballard Spahr Andrews & Ingersoll

23.1  Consent of Deloitte & Touche LLP

23.2  Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)

24    Power of Attorney (included in signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21597}]
{"company-data": {"conformed-name": "ALKERMES INC", "cik": "0000874663", "assigned-sic": "2834", "irs-number": "232472830", "state-of-incorporation": "PA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13283", "film-number": "96638393"}, "business-address": {"street1": "64 SIDNEY ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02139-4136", "phone": "6174940171"}}
267300.002(B&F)                                            Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                 Alkermes, Inc.
                                 --------------
             (Exact name of registrant as specified in its charter)

                Pennsylvania                                23-2472830
---------------------------------------------          -------------------
(State or other jurisdiction of incorporation          (I.R.S. Employer
or organization)                                       Identification No.)

            64 Sidney Street
        Cambridge, Massachusetts                           02139-4234
------------------------------------------------       -------------------
(Address of Principal Executive Offices)                  (Zip Code)

                                 Alkermes, Inc.
                             Stock Option Plan for
                             Non-Employee Directors
                          --------------------------------
                            (Full title of the plan)

                                Richard F. Pops
                            Chief Executive Officer
                                 Alkermes, Inc.
                                64 Sidney Street
                      Cambridge, Massachusetts 02139-4234
                     ---------------------------------------
                    (Name and address of agent for service)

                                (617) 494-0171
          -----------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                with a copy to:
                          Morris Cheston, Jr., Esquire
                       Ballard Spahr Andrews & Ingersoll
                               1735 Market Street
                     Philadelphia, Pennsylvania 19103-7599
                                 (215) 665-8500
                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
----------------------------------------------------------------------
                                Proposed      Proposed
Title of                        Maximum       Maximum
Securities          Amount      Offering     Aggregate     Amount of
to be               to be      Price Per      Offering    Registration
Registered        Registered    Share(1)      Price(1)        Fee
----------------------------------------------------------------------
Common Stock,
par value $.01
per share         150,000      $15.50        $2,325,000   $802
----------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee.  In
     accordance with Rule 457(c) and (h), the price shown is based upon the
     average of the high and low price of Alkermes, Inc. Common Stock on 
     September 30, 1996, $15.50, as reported on the Nasdaq National Market.
PART  I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The documents containing the information specified in Part I of this
Registration Statement will be given or sent to all directors who participate in
the Stock Option Plan for Non-Employee Directors as specified by Rule 428.

        PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          ------------------------------------------------

          The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") by Alkermes, Inc. (the "Company") (File No. 0-19267) are
incorporated herein by reference:

          (1)  the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1996;

          (2)  the Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1996;

          (5)  the description of the Company's Common Stock contained in Item 1
               of the Company's Registration Statement on Form 8-A dated June
               28, 1991, as amended by a Report on Form 8 dated February 12,
               1993.

          Each document filed by the Company after the date hereof pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and shall be part
hereof from the date of filing of such document.

                                     II-1
Item 4.   Description of Securities.
          ------------------------- 

             Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

             Morris Cheston, Jr., Esquire, Secretary of the Company, is a
partner in the law firm of Ballard Spahr Andrews & Ingersoll which has given an
opinion passing upon the validity of the securities being registered hereby.

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

             The Pennsylvania Business Corporation Law of 1988, as amended,
authorizes the Company to grant indemnification to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended.  In addition, the Company
has also obtained Directors' and Officers' Liability Insurance in the amount of
$3,000,000 which insures its officers and directors against certain liabilities
such persons may incur in their capacities as officers or directors of the
Company.

          Article 5 of the Company's By-Laws provides as follows:

      INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

          5.1  INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.  The
Corporation shall indemnify any director, officer, employee or agent of the
Corporation or any of its subsidiaries who was or is an "authorized
representative" of the Corporation (which shall mean, for the purpose of this
Article, a director or officer of the Corporation, or a person serving at the
request of the Corporation as a director, officer, partner, fiduciary or trustee
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise) and who was or is a "party" (which shall include for
purposes of this Article the giving of testimony or similar involvement) or is
threatened to be made a party to any "proceeding" (which shall mean for purposes
of this Article any threatened, pending or completed action, suit, appeal or
other proceeding of any nature, whether civil, criminal, administrative or
investigative, whether formal or informal, and whether brought by or in the
right of the Corporation, its shareholders or otherwise) by reason of the fact
that such person was or is an authorized representative of the Corporation to
the fullest extent permitted by law, including without limitation
indemnification against expenses (which shall include for purposes of this
Article attorneys' fees and disbursements), damages, punitive damages,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such proceeding unless

                                     II-2
the act or failure to act giving rise to the claim is finally determined by a
court to have constituted willful misconduct or recklessness.  If an authorized
representative is not entitled to indemnification in respect of a portion of any
liabilities to which such person may be subject, the Corporation shall
nonetheless indemnify such person to the maximum extent for the remaining
portion of the liabilities.

          5.2  ADVANCEMENT OF EXPENSES.  The Corporation shall pay the expenses
(including attorneys' fees and disbursements) actually and reasonably incurred
in defending a proceeding on behalf of any person entitled to indemnification
under Section 5.1 in advance of the final disposition of such proceeding upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article and may pay such
expenses in advance on behalf of any employee or agent on receipt of a similar
undertaking.  The financial ability of such authorized representative to make
such repayment shall not be prerequisite to the making of an advance.

          5.3  EMPLOYEE BENEFIT PLANS.  For purposes of this Article, the
Corporation shall be deemed to have requested an officer, director, employee or
agent to serve as fiduciary with respect to an employee benefit plan where the
performance by such person of duties to the Corporation also imposes duties on,
or otherwise involves services by, such person as a fiduciary with respect to
the plan; excise taxes assessed on an authorized representative with respect to
any transaction with an employee benefit plan shall be deemed "fines"; and
action taken or omitted by such person with respect to an employee benefit plan
in the performance of duties for a purpose reasonably believed to be in the
interest of the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the Corporation.

          5.4  SECURITY FOR INDEMNIFICATION OBLIGATIONS.  To further effect,
satisfy or secure the indemnification obligations provided herein or otherwise,
the Corporation may maintain insurance, obtain a letter of credit, act as self-
insurer, create a reserve, trust, escrow, cash collateral or other fund or
account, enter into indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or use any other
mechanism or arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as the Board of Directors shall deem
appropriate.

          5.5  RELIANCE UPON PROVISIONS.  Each person who shall act as an
authorized representative of the Corporation shall be deemed to be doing so in
reliance upon the rights of indemnification provided by this Article.

          5.6  AMENDMENT OR REPEAL.  All rights of indemnification under this
Article shall be deemed a contract between the Corporation and the person
entitled to indemnification under this Article pursuant to which the Corporation
and each such person intend to be legally bound.  Any repeal, amendment or
modification hereof shall be prospective only and shall not limit, but may
expand, any rights or obligations in respect of

                                     II-3
any proceeding whether commenced prior to or after such change to the extent
such proceeding pertains to actions or failures to act occurring prior to such
change.

          5.7  SCOPE OF ARTICLE.  The indemnification, as authorized by this
Article, shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in any
other capacity while holding such office.  The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article shall continue as
to a person who has ceased to be an officer, director, employee or agent in
respect of matters arising prior to such time, and shall inure to the benefit of
the heirs, executors and administrators of such person.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

       Not applicable.

Item 8.  Exhibits.
         -------- 

       4.1  Specimen copy of Common Stock certificate (incorporated by reference
            to Exhibit 4 to the Company's Registration Statement on Form S-1,
            File No. 40250)

       4.2  Stock Option Plan for Non-Employee Directors (incorporated by
            reference to Exhibit 10.5 to the Company's Annual Report on Form 10-
            K for the fiscal year ended March 31, 1996)

       5    Opinion of Ballard Spahr Andrews & Ingersoll

      23.1  Consent of Deloitte & Touche LLP

      23.2  Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)

      24    Power of Attorney (included in 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:

     (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

                                     II-4
(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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

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

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

          The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          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

                                     II-5
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.

                                     II-6
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 Cambridge, Massachusetts, on October 2, 1996.

                                 ALKERMES, INC.

                                 By /s/ Richard F. Pops
                                    -------------------------
                                   Richard F. Pops
                                   Chief Executive Officer

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

          Each person whose signature appears below in so signing also makes,
constitutes and appoints Richard F. Pops and Michael J. Landine, and each of
them, his true and lawful attorney-in-fact, with full power of substitution, for
him in any and all capacities, to execute and cause to be filed with the
Securities and Exchange Commission any and all amendments and post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, and hereby ratifies and confirms all that
said attorney-in-fact or his substitute or substitutes may do or cause to be
done by virtue hereof.

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

/s/ Michael A. Wall        Director and                      October 2, 1996
-----------------------    Chairman of the Board    
     Michael A. Wall     

/s/ Richard F. Pops        Director and Chief                October 2, 1996
-----------------------    Executive Officer            
     Richard F. Pops      (Principal Executive Officer) 
                    

/s/ Robert A. Breyer       Director, President               October 2, 1996
-----------------------    and Chief Operating Officer       
     Robert A. Breyer  

                                     II-7
/s/ Michael J. Landine     Senior Vice President,            October 2, 1996
-----------------------    Chief Financial  
     Michael J. Landine    Officer and    
                           Treasurer            
                           (Principal Financial 
                           Officer and          
                           Principal Accounting 
                           Officer)              
                    

/s/ Floyd Bloom            Director                          October 2, 1996
-----------------------                                         
     Floyd Bloom

___________________        Director                                          
     John K. Clarke

___________________        Director                        
     Robert S. Langer

/s/ Alexander Rich         Director                          October 2, 1996   
-----------------------                                                      
     Alexander Rich

/s/ Paul Schimmel          Director                          October 2, 1996
----------------------                                          
     Paul Schimmel

                                     II-8
EXHIBIT INDEX

Number                     Exhibit
------                     -------

4.1   Specimen copy of Common Stock certificate (incorporated by reference to
      Exhibit 4 to the Company's Registration Statement on Form S-1, File No.
      40250)

4.2   Stock Option Plan for Non-Employee Directors (incorporated by reference to
      Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal
      year ended March 31, 1996)

5     Opinion of Ballard Spahr Andrews & Ingersoll

23.1  Consent of Deloitte & Touche LLP

23.2  Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)

24    Power of Attorney (included in signature page)