As filed with the Securities and Exchange Commission on March 5, 1999
                                               Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           NORTH AMERICAN VACCINE, INC.
                           ----------------------------
            (Exact name of registrant as specified in its charter)

                   Canada                              98-0121241
      -------------------------------               -------------------
      (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)                Identification No.)

                             10150 Old Columbia Road
                            Columbia, Maryland 21046
                            -------------------------
               (Address of Principal Executive Offices) (Zip Code)


            1997 Share Option Plan and 1999 Non-Employee Director and
            ---------------------------------------------------------
                       Senior Executive Stock Option Plan
                       ----------------------------------
                            (Full title of the plans)

                           Daniel J. Abdun-Nabi, Esq.
                     Senior Vice President -- Legal Affairs
                               and General Counsel
                          North American Vaccine, Inc.
                             10150 Old Columbia Road
                            Columbia, Maryland 21046
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (410) 309-7100
          ------------------------------------------------------------
          (Telephone number, including area code, of agentfor service)

                                    Copy to:
                               Cary J. Meer, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036


<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------



================================================================================
                                         Proposed       Proposed
                                          maximum       maximum      Amount of
Title of securities to     Amount to     offering       aggregate    registration
     be registered       be registered   price per   offering price      fee
                                         share (1)         (1)
--------------------------------------------------------------------------------
<S>                      <C>             <C>         <C>             <C>
Common stock, no par    5,000,000       $7.6875      $38,437,500.00  $10,685.63
value per share (2)     shares
--------------------------------------------------------------------------------
Common Stock, no par      650,000       $7.6875      $ 4,996,875.00  $ 1,389.13
value per share (3)     shares
--------------------------------------------------------------------------------
Total                   5,650,000       $7.6875      $43,434,375.00  $12,074.76
                        shares
================================================================================
</TABLE>

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

(1)   Inserted solely for the purpose of calculating the registered fee pursuant
      to Rule 457(h).  The fee is  calculated on the basis of the average of the
      high  and low  sales  prices  for the  Registrant's  Common  Stock  on the
      American Stock Exchange on March 1, 1999.

(2)   Includes  5,000,000 shares of common Stock issuable under the Registrant's
      1997 Share Option Plan.

(3)   Includes  650,000 shares of Common Stock  issuable under the  Registrant's
      1999 Non-Employee Director and Senior Executive Stock Option Plan.



                                      -2-
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents  filed by North  American  Vaccine,  Inc. (the
"Company") are incorporated by reference into this Registration Statement:

      (a)   The Company's Form 10-K for the fiscal year ended December 31, 1998;

      (b)   All other reports filed by the Company  pursuant to Section 13(a) or
            15(d) of the Securities  Exchange Act of 1934, as amended ("Exchange
            Act"), since December 31, 1998; and

      (c)   The  description  of the  Company's  Common  Stock  contained in the
            Registration Statement on Form 8-A (Registration No. 1-10451).

      All documents  subsequently  filed by the Company with the  Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the 1999  Non-Employee  Director and Senior
Executive  Stock  Option  Plan or the 1997  Share  Option  Plan  that  meets the
requirements  of  Section  10(a)  of the  Securities  Act of  1933,  as  amended
("Securities Act").

ITEM 4.           DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Bylaws of the Company  provide that  officers and  directors  shall be
indemnified  against  expenses and  liabilities  incurred by such  directors and
officers in respect of their duties as directors and officers of the Company, to
the extent permitted by the Canada Business Corporations Act.


                                      -3-
<PAGE>


      Section 124 of the Canada Business  Corporations Act provides that, except
in respect of an action by or on behalf of the  corporation or body corporate to
procure a judgment  in its favour,  a  corporation  may  indemnify a director or
officer of the corporation,  or a person who acts or acted at the  corporation's
request as a director or officer of a body corporate of which the corporation is
or was a  shareholder  or creditor (the  "Indemnitee"),  and his heirs and legal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a  judgment,  reasonably  incurred by him in
respect of any civil,  criminal or administrative  action or proceeding to which
he is made a party by reason of being or having  been a  director  or officer of
such corporation or body corporate, if

      (i)   he  acted  honestly  and in good  faith  with a view  to the  best
interests of the corporation; and

      (ii) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty,  he had reasonable grounds for believing that
his conduct was lawful.

      A  corporation  may  also,  with the  approval  of a court,  indemnify  an
Indemnitee  in respect of an action by or on behalf of the  corporation  or body
corporate  to procure a judgment in its  favour,  to which he is made a party by
reason of being or having  been a director or an officer of the  corporation  or
body corporate,  against all costs,  charges and expenses reasonably incurred by
him in connection  with such action if he fulfills the conditions set out in (i)
and (ii) above.

      An Indemnitee is entitled to indemnity from the  corporation in respect of
all costs,  charges and expenses  reasonably  incurred by him in connection with
the defense of any civil,  criminal or  administrative  action or  proceeding to
which he is made a party by reason of being or having been a director or officer
of the  corporation  or body  corporate,  if the person  seeking  indemnity  was
substantially  successful  on  the  merits  in his  defense  of  the  action  or
proceeding,  and  fulfills the  conditions  set out in  paragraphs  (i) and (ii)
above.

      An  Indemnitee  (provided  such  person  meets the  conditions  set out in
paragraphs  (i) and (ii) above) may apply to a court for an order  approving  an
indemnity under the Canada Business  Corporations Act and the court may so order
and make any further  order it thinks fit.  Any  applicant to a court shall give
the  Director  under  the  Canada  Business   Corporations  Act  notice  of  the
application  and the Director is entitled to appear and be heard in person or by
counsel. On such an application, the court may also order notice be given to any
interested  person and such  person is entitled to appear and be heard in person
or by counsel.

      The Company has entered into Indemnity  Agreements with certain  directors
and officers of the Company  (each a "Person")  pursuant to which the Company is
obligated to maintain  directors and officers  insurance  and to indemnify  each
Person to the extent permitted by applicable law. The Indemnity  Agreements also
establish  procedures to be followed by a Person for claims for  indemnification
under the Company's  by-laws,  including the  advancement  by the Company of all
costs and expenses  incurred by a Person in  connection  with the defense of any
claim or any action  brought by the  Person to  establish  or enforce a right to
indemnification under the Indemnity Agreement.


                                      -4-
<PAGE>


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.           EXHIBITS.

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

      EXHIBIT NO.                   EXHIBIT
      ----------                    -------

            5     Opinion of Blake,  Cassels & Graydon as to the  legality  of
                  the securities being registered

            23.1  Consent of Arthur Andersen LLP

            23.2  The  consent  of Blake,  Cassels & Graydon to the use of their
                  opinion  as an  exhibit  to  this  Registration  Statement  is
                  included in their opinion filed herewith as Exhibit 5

            24    Power of Attorney (see page 7)

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% change in the maximum aggregate  offering price set forth
            in the  "Calculation  of  Registration  Fee" table in the  effective
            Registration Statement;


                                      -5-
<PAGE>


                  (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  purposes  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  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 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.



                                      -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 the  City of  Columbia,  State of  Maryland,  on this 5th day of
March, 1999.

                              NORTH AMERICAN VACCINE, INC.



                             By: /s/ Randal D. Chase, Ph.D.
                                 --------------------------
                             Randal D. Chase, Ph.D.
                             President and Chief Executive Officer

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints Daniel J. Abdun-Nabi or Randal D. Chase
his  attorney-in-fact,  with  power  of  substitution,  for  him in any  and all
capacities,  to sign any amendments to this Registration  Statement on Form S-8,
and to file same,  with  exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.

      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.

<TABLE>
<CAPTION>

SIGNATURE                     TITLE                               DATE
---------                     -----                               ----
<S>                           <C>                             <C>
/s/Randal D. Chase            Director, President and          March 5, 1999
------------------------      Chief Executive Officer
Randal D. Chase, Ph.D.        (Principal Executive Officer)



/s/ Lawrence J. Hineline      Vice President - Finance         March 5, 1999
------------------------      (Principal Financial and
Lawrence J. Hineline          Accounting Officer)


/s/ Neil W. Flanzraich        Chairman of the Board            February 28, 1999
----------------------
Neil W. Flanzraich
</TABLE>


                                      -7-
<PAGE>
<TABLE>
<CAPTION>
<S>                           <C>                                 <C>

SIGNATURE                     TITLE                               DATE
---------                     -----                               ----

/s/ Francesco Bellini         Director                            February 28, 1999
-------------------------
Francesco Bellini, Ph.D.


/s/ Phillip Frost             Director                            February 28, 1999
-------------------------
Phillip Frost, M.D.


/s/ Alain Cousineau           Director                            February 22, 1999
-------------------------
Alain Cousineau


/s/ Jonathan Deitcher         Director                            February 22, 1999
-------------------------
Jonathan Deitcher


/s/ Denis Dionne              Director                            February 28, 1999
-------------------------
Denis Dionne


/s/ Gervais Dionne            Director                            February 18, 1999
-------------------------
Gervais Dionne, Ph.D.


/s/ Lyle Kasprick             Director                            February 28, 1999
-------------------------
Lyle Kasprick


/s/ Francois Legault          Director                            February 28, 1999
-------------------------
Francois Legault


/s/ Richard C. Pfenninger     Director                            February 28, 1999
-------------------------
Richard C. Pfenniger, Jr.
</TABLE>


                                      -8-
<PAGE>


                                  EXHIBIT INDEX

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

EXHIBIT NO.          DESCRIPTION
----------           -----------

5                    Opinion of Blake,  Cassels & Graydon as to the
                     legality of the securities being registered

23.1                 Consent of Arthur Andersen LLP

23.2                 The  consent  of Blake,  Cassels & Graydon  to
                     the use of  their  opinion  as an  exhibit  to
                     this  Registration  Statement  is  included in
                     their opinion filed herewith as Exhibit 5

24                   Power of Attorney (see page 7)


                                      -9-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20581}]
{"company-data": {"conformed-name": "NORTH AMERICAN VACCINE INC", "cik": "0000856573", "assigned-sic": "2836", "irs-number": "980121241", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73423", "film-number": "99558198"}, "business-address": {"street1": "10150 OLD COLUMBIA ROAD", "city": "COLUMBIA", "state": "MD", "zip": "21046", "phone": "4103097100"}}
As filed with the Securities and Exchange Commission on March 5, 1999
                                               Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           NORTH AMERICAN VACCINE, INC.
                           ----------------------------
            (Exact name of registrant as specified in its charter)

                   Canada                              98-0121241
      -------------------------------               -------------------
      (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)                Identification No.)

                             10150 Old Columbia Road
                            Columbia, Maryland 21046
                            -------------------------
               (Address of Principal Executive Offices) (Zip Code)

            1997 Share Option Plan and 1999 Non-Employee Director and
            ---------------------------------------------------------
                       Senior Executive Stock Option Plan
                       ----------------------------------
                            (Full title of the plans)

                           Daniel J. Abdun-Nabi, Esq.
                     Senior Vice President -- Legal Affairs
                               and General Counsel
                          North American Vaccine, Inc.
                             10150 Old Columbia Road
                            Columbia, Maryland 21046
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (410) 309-7100
          ------------------------------------------------------------
          (Telephone number, including area code, of agentfor service)

                                    Copy to:
                               Cary J. Meer, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE
                         -------------------------------

================================================================================
                                         Proposed       Proposed
                                          maximum       maximum      Amount of
Title of securities to     Amount to     offering       aggregate    registration
     be registered       be registered   price per   offering price      fee
                                         share (1)         (1)
--------------------------------------------------------------------------------
Common stock, no par    5,000,000       $7.6875      $38,437,500.00  $10,685.63
value per share (2)     shares
--------------------------------------------------------------------------------
Common Stock, no par      650,000       $7.6875      $ 4,996,875.00  $ 1,389.13
value per share (3)     shares
--------------------------------------------------------------------------------
Total                   5,650,000       $7.6875      $43,434,375.00  $12,074.76
                        shares
================================================================================
--------------------

(1)   Inserted solely for the purpose of calculating the registered fee pursuant
      to Rule 457(h).  The fee is  calculated on the basis of the average of the
      high  and low  sales  prices  for the  Registrant's  Common  Stock  on the
      American Stock Exchange on March 1, 1999.

(2)   Includes  5,000,000 shares of common Stock issuable under the Registrant's
      1997 Share Option Plan.

(3)   Includes  650,000 shares of Common Stock  issuable under the  Registrant's
      1999 Non-Employee Director and Senior Executive Stock Option Plan.

                                      -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents  filed by North  American  Vaccine,  Inc. (the
"Company") are incorporated by reference into this Registration Statement:

      (a)   The Company's Form 10-K for the fiscal year ended December 31, 1998;

      (b)   All other reports filed by the Company  pursuant to Section 13(a) or
            15(d) of the Securities  Exchange Act of 1934, as amended ("Exchange
            Act"), since December 31, 1998; and

      (c)   The  description  of the  Company's  Common  Stock  contained in the
            Registration Statement on Form 8-A (Registration No. 1-10451).

      All documents  subsequently  filed by the Company with the  Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the 1999  Non-Employee  Director and Senior
Executive  Stock  Option  Plan or the 1997  Share  Option  Plan  that  meets the
requirements  of  Section  10(a)  of the  Securities  Act of  1933,  as  amended
("Securities Act").

ITEM 4.           DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Bylaws of the Company  provide that  officers and  directors  shall be
indemnified  against  expenses and  liabilities  incurred by such  directors and
officers in respect of their duties as directors and officers of the Company, to
the extent permitted by the Canada Business Corporations Act.

                                      -3-
Section 124 of the Canada Business  Corporations Act provides that, except
in respect of an action by or on behalf of the  corporation or body corporate to
procure a judgment  in its favour,  a  corporation  may  indemnify a director or
officer of the corporation,  or a person who acts or acted at the  corporation's
request as a director or officer of a body corporate of which the corporation is
or was a  shareholder  or creditor (the  "Indemnitee"),  and his heirs and legal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a  judgment,  reasonably  incurred by him in
respect of any civil,  criminal or administrative  action or proceeding to which
he is made a party by reason of being or having  been a  director  or officer of
such corporation or body corporate, if

      (i)   he  acted  honestly  and in good  faith  with a view  to the  best
interests of the corporation; and

      (ii) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty,  he had reasonable grounds for believing that
his conduct was lawful.

      A  corporation  may  also,  with the  approval  of a court,  indemnify  an
Indemnitee  in respect of an action by or on behalf of the  corporation  or body
corporate  to procure a judgment in its  favour,  to which he is made a party by
reason of being or having  been a director or an officer of the  corporation  or
body corporate,  against all costs,  charges and expenses reasonably incurred by
him in connection  with such action if he fulfills the conditions set out in (i)
and (ii) above.

      An Indemnitee is entitled to indemnity from the  corporation in respect of
all costs,  charges and expenses  reasonably  incurred by him in connection with
the defense of any civil,  criminal or  administrative  action or  proceeding to
which he is made a party by reason of being or having been a director or officer
of the  corporation  or body  corporate,  if the person  seeking  indemnity  was
substantially  successful  on  the  merits  in his  defense  of  the  action  or
proceeding,  and  fulfills the  conditions  set out in  paragraphs  (i) and (ii)
above.

      An  Indemnitee  (provided  such  person  meets the  conditions  set out in
paragraphs  (i) and (ii) above) may apply to a court for an order  approving  an
indemnity under the Canada Business  Corporations Act and the court may so order
and make any further  order it thinks fit.  Any  applicant to a court shall give
the  Director  under  the  Canada  Business   Corporations  Act  notice  of  the
application  and the Director is entitled to appear and be heard in person or by
counsel. On such an application, the court may also order notice be given to any
interested  person and such  person is entitled to appear and be heard in person
or by counsel.

      The Company has entered into Indemnity  Agreements with certain  directors
and officers of the Company  (each a "Person")  pursuant to which the Company is
obligated to maintain  directors and officers  insurance  and to indemnify  each
Person to the extent permitted by applicable law. The Indemnity  Agreements also
establish  procedures to be followed by a Person for claims for  indemnification
under the Company's  by-laws,  including the  advancement  by the Company of all
costs and expenses  incurred by a Person in  connection  with the defense of any
claim or any action  brought by the  Person to  establish  or enforce a right to
indemnification under the Indemnity Agreement.

                                      -4-
ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.           EXHIBITS.

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

      EXHIBIT NO.                   EXHIBIT
      ----------                    -------

            5     Opinion of Blake,  Cassels & Graydon as to the  legality  of
                  the securities being registered

            23.1  Consent of Arthur Andersen LLP

            23.2  The  consent  of Blake,  Cassels & Graydon to the use of their
                  opinion  as an  exhibit  to  this  Registration  Statement  is
                  included in their opinion filed herewith as Exhibit 5

            24    Power of Attorney (see page 7)

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% change in the maximum aggregate  offering price set forth
            in the  "Calculation  of  Registration  Fee" table in the  effective
            Registration Statement;

                                      -5-
(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  purposes  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  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 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.

                                      -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 the  City of  Columbia,  State of  Maryland,  on this 5th day of
March, 1999.

                              NORTH AMERICAN VACCINE, INC.

                             By: /s/ Randal D. Chase, Ph.D.
                                 --------------------------
                             Randal D. Chase, Ph.D.
                             President and Chief Executive Officer

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints Daniel J. Abdun-Nabi or Randal D. Chase
his  attorney-in-fact,  with  power  of  substitution,  for  him in any  and all
capacities,  to sign any amendments to this Registration  Statement on Form S-8,
and to file same,  with  exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.

      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.
SIGNATURE                     TITLE                               DATE
---------                     -----                               ----
/s/Randal D. Chase            Director, President and          March 5, 1999
------------------------      Chief Executive Officer
Randal D. Chase, Ph.D.        (Principal Executive Officer)

/s/ Lawrence J. Hineline      Vice President - Finance         March 5, 1999
------------------------      (Principal Financial and
Lawrence J. Hineline          Accounting Officer)

/s/ Neil W. Flanzraich        Chairman of the Board            February 28, 1999
----------------------
Neil W. Flanzraich
-7-
SIGNATURE                     TITLE                               DATE
---------                     -----                               ----

/s/ Francesco Bellini         Director                            February 28, 1999
-------------------------
Francesco Bellini, Ph.D.

/s/ Phillip Frost             Director                            February 28, 1999
-------------------------
Phillip Frost, M.D.

/s/ Alain Cousineau           Director                            February 22, 1999
-------------------------
Alain Cousineau

/s/ Jonathan Deitcher         Director                            February 22, 1999
-------------------------
Jonathan Deitcher

/s/ Denis Dionne              Director                            February 28, 1999
-------------------------
Denis Dionne

/s/ Gervais Dionne            Director                            February 18, 1999
-------------------------
Gervais Dionne, Ph.D.

/s/ Lyle Kasprick             Director                            February 28, 1999
-------------------------
Lyle Kasprick

/s/ Francois Legault          Director                            February 28, 1999
-------------------------
Francois Legault

/s/ Richard C. Pfenninger     Director                            February 28, 1999
-------------------------
Richard C. Pfenniger, Jr.
-8-
EXHIBIT INDEX

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

EXHIBIT NO.          DESCRIPTION
----------           -----------

5                    Opinion of Blake,  Cassels & Graydon as to the
                     legality of the securities being registered

23.1                 Consent of Arthur Andersen LLP

23.2                 The  consent  of Blake,  Cassels & Graydon  to
                     the use of  their  opinion  as an  exhibit  to
                     this  Registration  Statement  is  included in
                     their opinion filed herewith as Exhibit 5

24                   Power of Attorney (see page 7)

                                      -9-