<PAGE>
 
     As filed with the Securities and Exchange Commission on June 1, 1995
                                                     Registration No. 33________
- --------------------------------------------------------------------------------


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                             --------------------

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

                              -------------------

                            LIFE TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

     DELAWARE                                                   34-0431300
     (State or other juris-                                     (I.R.S. Employer
     diction of incorporation                                   Identification
     or organization)                                           Number)
                             8717 GROVEMONT CIRCLE
                         GAITHERSBURG, MARYLAND 20877

         (Address, including zip code, of principal executive offices)

                            LIFE TECHNOLOGIES, INC.
                         1995 LONG TERM INCENTIVE PLAN
                           (Full title of the plan)
         
                              -------------------

                             JOSEPH C. STOKES, JR.
               VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER
                            LIFE TECHNOLOGIES, INC.
                             8717 GROVEMONT CIRCLE
                         GAITHERSBURG, MARYLAND 20877
                                (301) 840-8000

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                              -------------------

Copies of all communications, including all communications sent to the agent for
                          service, should be sent to:

                             MARA H. ROGERS, ESQ.
                          FULBRIGHT & JAWORSKI L.L.P.
                               666 FIFTH AVENUE
                           NEW YORK, NEW YORK  10103
                                (212) 318-3000

                   (Facing Page Continued on Following Page)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================================
                                                    Proposed maximum          Proposed maximum             
Title of Securities to be       Amount to be        offering price per        aggregate offering         Amount of      
registered                      registered          share (1)                 price (1)                  registration fee
- -----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                       <C>                        <C>
Common Stock $.01 par
value per share...........      750,000 shares      $20.25                    $15,187,500.00             $5,237.07
============================================================================================================================= 
</TABLE>


(1)   The price is estimated in accordance with Rule 457(h)(1) under the
      Securities Act of 1933, as amended, solely for the purpose of calculating
      the registration fee and is based on the average of the high and low
      prices of the Common Stock as reported on the Nasdaq Stock Market on May
      24, 1995.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed by Life Technologies, Inc. (the
"Company") are incorporated herein by reference:

          (i)    The Company's Annual Report on Form 10-K for the year ended
                 December 31, 1994.

          (ii)   The Company's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1995.

          (iii)  The description of the Company's Common Stock contained in
                 Amendment No. 1 to its Registration Statement on Form 8-A,
                 filed on October 1, 1986.
 
          In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder 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 part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.   DESCRIPTION OF SECURITIES

          Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          The legality of the Common Stock offered hereby has been passed on for
the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York
10103. A director of the Company is a senior retiring partner of Fulbright &
Jaworski L.L.P. but is not eligible to participate in the 1995 Plan.

                                     II-1
<PAGE>
 
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.

          Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

          Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145.

          Article VI of the Company's By-laws provides that the Company shall
indemnify certain persons, including officers, directors, employees and agents,
to the fullest extent permitted by Section 145 of the General Corporation Law of
the State of Delaware. The Company has also entered into indemnification
agreements with its current directors and executive officers.

                                     II-2
<PAGE>
 
Item 7.   EXEMPTION FROM REGISTRATION CLAIMED
 
          Not Applicable.
 
Item 8.   EXHIBITS
 
    4(a)  --  Life Technologies, Inc. 1995 Long Term Incentive Plan.
 
    5     --  Opinion of Fulbright & Jaworski L.L.P.
 
    15    --  Letter re:  Unaudited Interim Financial Information
 
    23(a) --  Consent of Coopers & Lybrand L.L.P.
 
    23(b) --  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
 
    24    --  Power of Attorney (included in 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 dates 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;

                (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;

                                     II-3
<PAGE>
 
                       provided, however, that paragraphs (1)(i) and (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 15(d) of the Securities
                       Exchange Act of 1934 that are incorporated by reference
                       in the registration statement.

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

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

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

                                     II-4
<PAGE>
 
                                  SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Gaithersburg, State of Maryland on June 1, 1995.


                                        LIFE TECHNOLOGIES, INC.



                                        By: /s/ Joseph C. Stokes, Jr.
                                            ---------------------------------
                                            Joseph C. Stokes, Jr.
                                            Vice President - Finance,
                                              Secretary and Treasurer



                               POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below and on the following page constitutes and appoints each of J.
Stark Thompson, and Joseph C. Stokes, Jr. as his true and lawful attorney-in-
fact and agent, each acting alone, 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 to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent 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, and hereby ratifies and confirms all
that any said attorney-in-fact and agent, each acting alone, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

                                     II-5
<PAGE>
 
          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated. 
Dated: June 1, 1995


/s/ Thomas H. Adams, Ph.D.            /s/ Jerry E. Robertson, Ph.D.
- -----------------------------------   -------------------------------------- 
Thomas H. Adams, Ph.D                 Jerry E. Robertson, Ph.D.
Director                              Director
                                   
                                   
                                   
/s/ Frederick R. Adler                /s/ K. Grahame Walker
- -----------------------------------   --------------------------------------
Frederick R. Adler                    K. Grahame Walker
Director                              Chairman of the Board
                                      of Directors
                                   
                                   
/s/ Richard Axel, M.D., Ph.D.         /s/ Donald C. Sutherland
- -----------------------------------   --------------------------------------
Richard Axel, M.D., Ph.D.             Donald C. Sutherland
Director                              Director
                                   
                                   
/s/ Kathleen Burdett                  /s/ J. Stark Thompson, Ph.D.
- -----------------------------------   --------------------------------------
Kathleen Burdett                      J. Stark Thompson, Ph.D.
Director                              President and Chief Executive
                                      Officer (Principal Executive
                                      Officer) and Director
                                   
                                   
/s/ Betsy Z. Cohen                    /s/ Joseph C. Stokes, Jr.
- -----------------------------         -------------------------------------- 
Betsy Z. Cohen                        Joseph C. Stokes, Jr.
Director                              Vice President - Finance
                                      Secretary and Treasurer
                                      (Principal Financial Officer)
                                   
                                   
/s/ Paul A. Marks, M.D.               /s/ C. Eric Winzer
- -----------------------------         -------------------------------------- 
Paul A. Marks, M.D.                   C. Eric Winzer
Director                              Controller
                                      (Principal Accounting Officer)

                                      II-6
<PAGE>
 
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit No.       Description                                        Page No.
- -----------       -----------                                        --------
<S>               <C>                                                <C>
4                 Life Technologies, Inc. 1995 Long Term             
                  Incentive Plan                                     

5                 Opinion of Fulbright & Jaworski L.L.P.             
                                                                    
15                Letter re:  Unaudited Interim Financial            
                  Information                                        
                                                                    
23(a)             Consent of Coopers & Lybrand L.L.P.                
                                                                    
23(b)             Consent of Fulbright & Jaworski L.L.P.             
                  (included in Exhibit 5).                           
                                                                    
24                Power of Attorney  (included in signature          
                  page).                                             
</TABLE>

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20412}]
{"company-data": {"conformed-name": "LIFE TECHNOLOGIES INC", "cik": "0000727737", "assigned-sic": "2835", "irs-number": "340431300", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59741", "film-number": "95543998"}, "business-address": {"street1": "8717 GROVEMONT CIRCLE", "city": "GAITHERSBURG", "state": "MD", "zip": "20877", "phone": "3018408000"}}
As filed with the Securities and Exchange Commission on June 1, 1995
                                                     Registration No. 33________
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                             --------------------

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

                              -------------------

                            LIFE TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

     DELAWARE                                                   34-0431300
     (State or other juris-                                     (I.R.S. Employer
     diction of incorporation                                   Identification
     or organization)                                           Number)
                             8717 GROVEMONT CIRCLE
                         GAITHERSBURG, MARYLAND 20877

         (Address, including zip code, of principal executive offices)

                            LIFE TECHNOLOGIES, INC.
                         1995 LONG TERM INCENTIVE PLAN
                           (Full title of the plan)
         
                              -------------------

                             JOSEPH C. STOKES, JR.
               VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER
                            LIFE TECHNOLOGIES, INC.
                             8717 GROVEMONT CIRCLE
                         GAITHERSBURG, MARYLAND 20877
                                (301) 840-8000

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                              -------------------

Copies of all communications, including all communications sent to the agent for
                          service, should be sent to:

                             MARA H. ROGERS, ESQ.
                          FULBRIGHT & JAWORSKI L.L.P.
                               666 FIFTH AVENUE
                           NEW YORK, NEW YORK  10103
                                (212) 318-3000

                   (Facing Page Continued on Following Page)

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                    Proposed maximum          Proposed maximum             
Title of Securities to be       Amount to be        offering price per        aggregate offering         Amount of      
registered                      registered          share (1)                 price (1)                  registration fee
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock $.01 par
value per share...........      750,000 shares      $20.25                    $15,187,500.00             $5,237.07
=============================================================================================================================
(1)   The price is estimated in accordance with Rule 457(h)(1) under the
      Securities Act of 1933, as amended, solely for the purpose of calculating
      the registration fee and is based on the average of the high and low
      prices of the Common Stock as reported on the Nasdaq Stock Market on May
      24, 1995.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed by Life Technologies, Inc. (the
"Company") are incorporated herein by reference:

          (i)    The Company's Annual Report on Form 10-K for the year ended
                 December 31, 1994.

          (ii)   The Company's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1995.

          (iii)  The description of the Company's Common Stock contained in
                 Amendment No. 1 to its Registration Statement on Form 8-A,
                 filed on October 1, 1986.
 
          In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder 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 part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.   DESCRIPTION OF SECURITIES

          Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          The legality of the Common Stock offered hereby has been passed on for
the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York
10103. A director of the Company is a senior retiring partner of Fulbright &
Jaworski L.L.P. but is not eligible to participate in the 1995 Plan.

                                     II-1
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.

          Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

          Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145.

          Article VI of the Company's By-laws provides that the Company shall
indemnify certain persons, including officers, directors, employees and agents,
to the fullest extent permitted by Section 145 of the General Corporation Law of
the State of Delaware. The Company has also entered into indemnification
agreements with its current directors and executive officers.

                                     II-2
Item 7.   EXEMPTION FROM REGISTRATION CLAIMED
 
          Not Applicable.
 
Item 8.   EXHIBITS
 
    4(a)  --  Life Technologies, Inc. 1995 Long Term Incentive Plan.
 
    5     --  Opinion of Fulbright & Jaworski L.L.P.
 
    15    --  Letter re:  Unaudited Interim Financial Information
 
    23(a) --  Consent of Coopers & Lybrand L.L.P.
 
    23(b) --  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
 
    24    --  Power of Attorney (included in 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 dates 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;

                (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;

                                     II-3
provided, however, that paragraphs (1)(i) and (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 15(d) of the Securities
                       Exchange Act of 1934 that are incorporated by reference
                       in the registration statement.

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

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

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

                                     II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Gaithersburg, State of Maryland on June 1, 1995.

                                        LIFE TECHNOLOGIES, INC.

                                        By: /s/ Joseph C. Stokes, Jr.
                                            ---------------------------------
                                            Joseph C. Stokes, Jr.
                                            Vice President - Finance,
                                              Secretary and Treasurer

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below and on the following page constitutes and appoints each of J.
Stark Thompson, and Joseph C. Stokes, Jr. as his true and lawful attorney-in-
fact and agent, each acting alone, 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 to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent 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, and hereby ratifies and confirms all
that any said attorney-in-fact and agent, each acting alone, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

                                     II-5
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated. 
Dated: June 1, 1995

/s/ Thomas H. Adams, Ph.D.            /s/ Jerry E. Robertson, Ph.D.
- -----------------------------------   -------------------------------------- 
Thomas H. Adams, Ph.D                 Jerry E. Robertson, Ph.D.
Director                              Director
                                   
                                   
                                   
/s/ Frederick R. Adler                /s/ K. Grahame Walker
- -----------------------------------   --------------------------------------
Frederick R. Adler                    K. Grahame Walker
Director                              Chairman of the Board
                                      of Directors
                                   
                                   
/s/ Richard Axel, M.D., Ph.D.         /s/ Donald C. Sutherland
- -----------------------------------   --------------------------------------
Richard Axel, M.D., Ph.D.             Donald C. Sutherland
Director                              Director
                                   
                                   
/s/ Kathleen Burdett                  /s/ J. Stark Thompson, Ph.D.
- -----------------------------------   --------------------------------------
Kathleen Burdett                      J. Stark Thompson, Ph.D.
Director                              President and Chief Executive
                                      Officer (Principal Executive
                                      Officer) and Director
                                   
                                   
/s/ Betsy Z. Cohen                    /s/ Joseph C. Stokes, Jr.
- -----------------------------         -------------------------------------- 
Betsy Z. Cohen                        Joseph C. Stokes, Jr.
Director                              Vice President - Finance
                                      Secretary and Treasurer
                                      (Principal Financial Officer)
                                   
                                   
/s/ Paul A. Marks, M.D.               /s/ C. Eric Winzer
- -----------------------------         -------------------------------------- 
Paul A. Marks, M.D.                   C. Eric Winzer
Director                              Controller
                                      (Principal Accounting Officer)

                                      II-6
INDEX TO EXHIBITS
Exhibit No.       Description                                        Page No.
- -----------       -----------                                        --------
4                 Life Technologies, Inc. 1995 Long Term             
                  Incentive Plan                                     

5                 Opinion of Fulbright & Jaworski L.L.P.             
                                                                    
15                Letter re:  Unaudited Interim Financial            
                  Information                                        
                                                                    
23(a)             Consent of Coopers & Lybrand L.L.P.                
                                                                    
23(b)             Consent of Fulbright & Jaworski L.L.P.             
                  (included in Exhibit 5).                           
                                                                    
24                Power of Attorney  (included in signature          
                  page).
II-7