As filed with the Securities and Exchange Commission on February 13, 1998
                                             Registration No. 333-
                                                                  --------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------

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

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

               Delaware                                     93-0820945      
-----------------------------------          --------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

 8505 S.W. Creekside Place
 Beaverton, Oregon                                      97008
----------------------------------------          -------------------
(Address of principal executive officer)               (Zip Code)

                        1997 Employee Stock Purchase Plan
                    -----------------------------------------
                            (Full title of the plan)

                             Adolph J. Ferro, Ph.D.
                      Chairman of the Board, President and
                             Chief Executive Officer
                                 Agritope, Inc.
                            8505 S.W Creekside Place
                             Beaverton, Oregon 97008
                                 (503) 641-6115
          -------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                                 Carol Dey Hibbs
                                 Tonkon Torp LLP
                               1600 Pioneer Tower
                              888 S.W. Fifth Avenue
                             Portland, Oregon 97204
                                 (503) 802-2016

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                          <C>                    <C>                  <C>                      <C>

===================== ======================= ====================== ======================= ========================
                                                                         
                                                     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,              250,000                $4.2234375            $1,055,859                 $311.48         
     including                shares
     associated
      preferred
       stock
      purchase
       rights
===================== ======================= ====================== ======================= ========================

(1)  Calculated  pursuant to Rule 457(c) and 457(h)(1) for purposes of computing
the registration  fee, based on 85 percent (the Maximum Purchase Price under the
1997 Employee  Stock Purchase Plan) of $4.96875 (the average of the high and low
sales prices of the Common Stock on February 10, 1998, as reported by The Nasdaq
Stock Market).
</TABLE>
<PAGE>


                                  PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Agritope,  Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this registration statement:

          (a) The description of the Company's Common Stock, par value $.01 per
share,  including  associated  preferred  stock  purchase  rights  (the  "Common
Stock"),  set forth in the  Company's  Registration  Statement  on Form S-1,  as
declared effective on December 24, 1997 (Registration No. 333-34597).

          All documents filed by the Company  subsequent to the document listed
above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of  1934,  as  amended  (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 then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.


Item 4.   Description of Securities.

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.

          None.

Item 6.   Indemnification of Directors and Officers.

          Under the Delaware  General  Corporation Law ("DGCL"),  the Company's
Certificate of Incorporation, as amended (the "Certificate"),  and the Company's
Bylaws, the Company has broad powers to indemnify directors and officers against
liabilities that they may incur in such capacities.

          Pursuant  to  Section  102(b)(7)  of  the  DGCL,  Article  8  of  the
Certificate  of the Company  contains the  following  provision  relating to the
personal liability of the Company's directors:



                                   II-2

<PAGE>


           The Board of Directors of the  Corporation  may provide,  pursuant to
     bylaws or other actions or agreements, that the Corporation shall indemnify
     to the fullest extent permitted by the Delaware General  Corporations  Law,
     as in effect at the time of the  determination,  any person who is made, or
     threatened  to be made,  a party to any  threatened,  pending or  completed
     action,  suit  or  proceeding,  whether  civil,  criminal,  administrative,
     investigative or otherwise  (including any action, suit or proceeding by or
     in the right of the Corporation),  by reason of the fact that the person is
     or was a director, officer, employee or agent of the Corporation, or any of
     its  subsidiaries,  or a  fiduciary  within  the  meaning  of the  Employee
     Retirement  Income  Security Act of 1974,  as amended,  with respect to any
     employee  benefit plan of the  Corporation or any of its  subsidiaries,  or
     serves  or  served  at  the  request  of  the  Corporation,  or  any of its
     subsidiaries,  as a director, officer, employee or agent, or as a fiduciary
     of an employee  benefit plan, of another  corporation,  partnership,  joint
     venture,  trust or enterprise.  The rights of  indemnification  provided in
     this  Article 8 shall be in addition to any rights to which any such person
     may otherwise be entitled under any future amendment to this Certificate of
     Incorporation or under any bylaw, agreements, statute, policy of insurance,
     vote of stockholders or Board of Directors,  or otherwise,  which exists at
     or  subsequent  to the time such person  incurs or becomes  subject to such
     liability and expense.

           Pursuant  to DGCL  Section  145  and  Article  8 of the  Certificate,
Article 8 of the Company's Bylaws provides:

           Section 1.  Directors and Officers.
                       -----------------------

           (a)  Indemnity  in  Third-Party  Proceedings.  To the fullest  extent
                ---------------------------------------
     permitted  by law,  the  Corporation  shall  indemnify  its  directors  and
     officers in  accordance  with the  provisions  of this  Section 1(a) if the
     director  or officer  was or is a party to, or is  threatened  to be made a
     party to, any proceeding (other than a proceeding by or in the right of the
     Corporation  to procure a judgment  in its favor),  against  all  expenses,
     judgments,  fines and amounts paid in  settlement,  actually and reasonably
     incurred by the director or officer in connection  with such  proceeding if
     the director or officer acted in good faith and in a manner the director or
     officer reasonably  believed was in or not opposed to the best interests of
     the  Corporation,  and, with respect to any criminal  action or proceeding,
     the director or officer,  in addition,  had no reasonable  cause to believe
     that the director's or officer's conduct was unlawful;  provided,  however,
                                                             --------   -------

                                       II-3

<PAGE>

     that the director or officer shall not be entitled to indemnification under
     this Section 1(a): (i) in connection with any proceeding  charging improper
     personal  benefit  to the  director  or officer  in which the  director  or
     officer  is  adjudged  liable  on  the  basis  that  personal  benefit  was
     improperly  received  by the  director  or  officer  unless and only to the
     extent  that the court  conducting  such  proceeding  or any other court of
     competent  jurisdiction  determines  upon  application  that,  despite  the
     adjudication of liability, the director or officer is fairly and reasonably
     entitled to  indemnification  in view of all the relevant  circumstances of
     the case,  or (ii) in  connection  with any  proceeding  (or part  thereof)
     initiated  by such  person or any  proceeding  by such  person  against the
     Corporation  or its directors,  officers,  employees or other agents unless
     (A)  the   Corporation   is   expressly   required   by  law  to  make  the
     indemnification,  (B)  the  proceeding  was  authorized  by  the  Board  of
     directors or (C) such  indemnification  is provided by the Corporation,  in
     its sole discretion, pursuant to the powers vested in the Corporation under
     the General Corporation Law.

           (b) Indemnity in Proceedings  by or in the Right of the  Corporation.
               ----------------------------------------------------------------
     To the fullest extent permitted by law, the Corporation shall indemnify its
     directors  and officers in accordance  with the  provisions of this Section
     1(b) if the director or officer was or is a party to, or is  threatened  to
     be made a party to, any proceeding by or in the right of the Corporation to
     procure  a  judgment  in its  favor,  against  all  expenses  actually  and
     reasonably  incurred  by the  director  or officer in  connection  with the
     defense or settlement  of such  proceeding if the director or officer acted
     in good faith and in a manner the director or officer  reasonably  believed
     was in or not opposed to the best interests of the  Corporation;  provided,
                                                                       --------
     however,   that  the   director  or  officer   shall  not  be  entitled  to
     -------
     indemnification  under  this  Section  1(b):  (i) in  connection  with  any
     proceeding in which the director or officer has been adjudged liable to the
     Corporation  unless and only to the extent that the court  conducting  such
     proceeding  or any other court of competent  jurisdiction  determines  upon
     application  that,  despite the adjudication of liability,  the director or
     officer is fairly  and  reasonably  entitled  to  indemnification  for such
     expenses in view of all the relevant  circumstances of the case, or (ii) in
     connection  with any proceeding (or part thereof)  initiated by such person
     or any proceeding by such person against the  Corporation or its directors,
     officers, employees or other agents unless (A) the Corporation is expressly
     required  by law to  make  the  indemnification,  (B)  the  proceeding  was

                                      II-4

<PAGE>

     authorized  by the  Board  of  directors  or (C)  such  indemnification  is
     provided by the Corporation, in its sole discretion, pursuant to the powers
     vested in the Corporation under the General Corporation Law.

           In addition to the  indemnification  and exculpation  provided by the
Company's   Certificate   and  Bylaws,   the   Company   has  entered   into  an
indemnification   agreement  with  each  of  its  directors  and  officers.  The
indemnification  agreements  provide  that no director  or officer  shall have a
monetary  liability of any kind in respect of the director's or officer's errors
or omissions in serving the Company or any of its subsidiaries,  stockholders or
related  enterprises,  so  long as  such  errors  are not  shown  by  clear  and
convincing  evidence to have involved:  (i) any breach of the duty of loyalty to
the such entities;  (ii) any act or omission not in good faith or which involved
intentional  misconduct or a knowing violation of the law; (iii) any transaction
from which the director or officer derived an improper  personal  benefit;  (iv)
any unlawful corporate  distribution as defined in the DGCL; or (v) profits made
from the  purchase  and sale by the  director  or officer of  securities  of the
Company  within the meaning of Section 16(b) of the  Securities  Exchange Act of
1934, as amended.  Furthermore,  regardless of the theory of liability  asserted
and to the fullest  extent  permitted by law, no director or officer  shall have
personal liability for (i) punitive,  exemplary or consequential  damages;  (ii)
treble or other damages computed based upon any multiple of damages actually and
directly  proved to have been sustained;  (iii) fees of attorneys,  accountants,
expert witnesses or professional  consultants;  or (iv) civil fines or penalties
of any kind or nature whatsoever.

           The indemnification  agreements also require the Company to indemnify
any director or officer who is a party to, or is  threatened  to be made a party
to, any proceeding,  against all expenses,  judgments, fines and amounts paid in
settlement,  actually  and  reasonably  incurred  by the  director or officer in
connection with such proceeding,  if the director or officer:  (i) acted in good
faith and in a manner the director or officer reasonably  believed was in or not
opposed  to the best  interests  of the  Company;  and (ii) with  respect to any
criminal  proceeding,  the director or officer also had no  reasonable  cause to
believe  that his or her  conduct was  unlawful.  In any  proceeding  charging a
director or officer with improper  personal  benefit to the director or officer,
the Company  will  indemnify  the director or officer if the  appropriate  court
determines  that the  director or officer is fairly and  reasonably  entitled to
indemnification.

           The  indemnification  agreements also provide indemnity to a director
or officer in proceedings  brought by or in the right of the Company, as long as
the  director  or officer  acted in good  faith and in a manner  which he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the

                                    II-5

<PAGE>

Company.  If a director or officer is adjudged liable to the Company,  he or she
will not be  indemnified,  unless  the  appropriate  court  determines  that the
director or officer is fairly and reasonably entitled to indemnification.

           Notwithstanding  the  foregoing,   the   indemnification   agreements
indemnify each director and officer to the fullest extent  permitted by law with
respect to any  proceeding  against all expenses,  judgments,  fines and amounts
paid in settlement,  actually and reasonably incurred by the director or officer
in  connection  with any  proceeding.  The forms of  indemnification  agreements
entered into between the Company and its officers and directors  have been filed
with  the  Commission  and  are  incorporated  by  reference  to  the  Company's
Registration  Statement on Form S-1, as declared  effective on December 24, 1997
(Registration No. 33-34597).

           The Company maintains  directors' and officers'  liability  insurance
under which the Company's  directors and officers are insured against claims for
errors, neglect, breach of duty and other matters.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The exhibits  listed in the Index to Exhibits,  which appears on page
II-10 herein, are filed as part of this registration statement.

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, as amended (the "Securities Act");

               (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;

                                    II-6

<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 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
           Exchange Act that are  incorporated by reference in the  registration
           statement.

           (2) That,  for the purpose of  determining  any  liability  under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration  statement  relating to the securities  offered
           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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        C.  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the registrant pursuant to the above-referenced provisions, or otherwise, the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter

                                    II-7
<PAGE>

has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                    II-8



<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 Beaverton, Oregon, on February 5, 1998.

                                   AGRITOPE, INC.


                                   By /s/ Adolph J. Ferro
                                      ---------------------
                                      Adolph J. Ferro
                                      Chairman of the Board, President
                                      and Chief Executive Officer


                             POWER OF ATTORNEY

             KNOW ALL MEN BY THESE  PRESENTS  that each person  whose  signature
appears  below hereby  constitutes  and appoints  Adolph J. Ferro and Gilbert N.
Miller, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of  substitution  for him or her in any and all  capacities,  to
sign any and all amendments or  post-effective  amendments to this  registration
statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto each such  attorney  and agent full power and  authority  to do any and all
acts and things  necessary or advisable in  connection  with such  matters,  and
hereby  ratifying  and  confirming  all that each  attorney  and  agent,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended, this registration statement has been signed by the following persons in
the capacities and on the date(s) indicated:

Principal Executive Officer:                 Date:



/s/ Adolph J. Ferro                          February 5, 1998
---------------------------------------
Adolph J. Ferro
Chairman of the Board President,
and Chief Executive Officer

                                    II-9

<PAGE>

Principal Financial Officer:



/s/ Gilbert N. Miller                           February 5, 1998
------------------------------
Gilbert N. Miller
Executive Vice President,
Chief Financial Officer
and Secretary

Directors:



/s/ Adolph J. Ferro                             February 5, 1998
--------------------------
Adolph J. Ferro

/s/ Gilbert N. Miller                           February 5, 1998
--------------------------
Gilbert N. Miller

/s/ W. Charles Armstrong                        February 6, 1998
--------------------------
W. Charles Armstrong

--------------------------                      ----------, 1998
Nancy L. Buc

--------------------------                      ----------, 1998
Michel de Beaumont

--------------------------                      ----------, 1998
Pierre Lefebvre

/s/ Roger L. Pringle                            February 4, 1998
--------------------------
Roger L. Pringle

                                  II-10
<PAGE>



                             INDEX TO EXHIBITS


Exhibit Number               Exhibit                         Page
--------------               -------                         ----

4.1          Certificate of Incorporation, as amended(1)

4.2          Bylaws(1)

4.3          Forms of Indemnification Agreements(1)

5.1          Opinion of Tonkon Torp LLP                      II-12

23.1         Consent of Price Waterhouse LLP,                II-13
             Independent Auditors

23.2         Consent of Tonkon Torp LLP                      II-12
             (included in Exhibit 5.1)

24           Power of Attorney (See Page II-9)               II-9

99           1997 Employee Stock Purchase Plan               II-14

Other exhibits listed in Item 601 of Regulation S-K are not applicable.




        (1) Incorporated by reference to the Company's Registration Statement on
Form  S-1,  as  declared  effective  on  December  24,  1997  (Registration  No.
333-34597).

                                     II-11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25538}]
{"company-data": {"conformed-name": "AGRITOPE INC", "cik": "0001044865", "assigned-sic": "8731", "irs-number": "930820945", "state-of-incorporation": "OR", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46371", "film-number": "98540354"}, "business-address": {"street1": "8505 SW CREEKSIDE PL", "city": "BEAVERTON", "state": "OR", "zip": "97008", "phone": "5036416115"}, "mail-address": {"street1": "8505 SW CREEKSIDE PL", "city": "BEAVERTON", "state": "OR", "zip": "97008"}}
As filed with the Securities and Exchange Commission on February 13, 1998
                                             Registration No. 333-
                                                                  --------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------

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

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

               Delaware                                     93-0820945      
-----------------------------------          --------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

 8505 S.W. Creekside Place
 Beaverton, Oregon                                      97008
----------------------------------------          -------------------
(Address of principal executive officer)               (Zip Code)

                        1997 Employee Stock Purchase Plan
                    -----------------------------------------
                            (Full title of the plan)

                             Adolph J. Ferro, Ph.D.
                      Chairman of the Board, President and
                             Chief Executive Officer
                                 Agritope, Inc.
                            8505 S.W Creekside Place
                             Beaverton, Oregon 97008
                                 (503) 641-6115
          -------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                                 Carol Dey Hibbs
                                 Tonkon Torp LLP
                               1600 Pioneer Tower
                              888 S.W. Fifth Avenue
                             Portland, Oregon 97204
                                 (503) 802-2016
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,              250,000                $4.2234375            $1,055,859                 $311.48         
     including                shares
     associated
      preferred
       stock
      purchase
       rights
===================== ======================= ====================== ======================= ========================

(1)  Calculated  pursuant to Rule 457(c) and 457(h)(1) for purposes of computing
the registration  fee, based on 85 percent (the Maximum Purchase Price under the
1997 Employee  Stock Purchase Plan) of $4.96875 (the average of the high and low
sales prices of the Common Stock on February 10, 1998, as reported by The Nasdaq
Stock Market).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Agritope,  Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this registration statement:

          (a) The description of the Company's Common Stock, par value $.01 per
share,  including  associated  preferred  stock  purchase  rights  (the  "Common
Stock"),  set forth in the  Company's  Registration  Statement  on Form S-1,  as
declared effective on December 24, 1997 (Registration No. 333-34597).

          All documents filed by the Company  subsequent to the document listed
above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of  1934,  as  amended  (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 then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          None.

Item 6.   Indemnification of Directors and Officers.

          Under the Delaware  General  Corporation Law ("DGCL"),  the Company's
Certificate of Incorporation, as amended (the "Certificate"),  and the Company's
Bylaws, the Company has broad powers to indemnify directors and officers against
liabilities that they may incur in such capacities.

          Pursuant  to  Section  102(b)(7)  of  the  DGCL,  Article  8  of  the
Certificate  of the Company  contains the  following  provision  relating to the
personal liability of the Company's directors:

                                   II-2
The Board of Directors of the  Corporation  may provide,  pursuant to
     bylaws or other actions or agreements, that the Corporation shall indemnify
     to the fullest extent permitted by the Delaware General  Corporations  Law,
     as in effect at the time of the  determination,  any person who is made, or
     threatened  to be made,  a party to any  threatened,  pending or  completed
     action,  suit  or  proceeding,  whether  civil,  criminal,  administrative,
     investigative or otherwise  (including any action, suit or proceeding by or
     in the right of the Corporation),  by reason of the fact that the person is
     or was a director, officer, employee or agent of the Corporation, or any of
     its  subsidiaries,  or a  fiduciary  within  the  meaning  of the  Employee
     Retirement  Income  Security Act of 1974,  as amended,  with respect to any
     employee  benefit plan of the  Corporation or any of its  subsidiaries,  or
     serves  or  served  at  the  request  of  the  Corporation,  or  any of its
     subsidiaries,  as a director, officer, employee or agent, or as a fiduciary
     of an employee  benefit plan, of another  corporation,  partnership,  joint
     venture,  trust or enterprise.  The rights of  indemnification  provided in
     this  Article 8 shall be in addition to any rights to which any such person
     may otherwise be entitled under any future amendment to this Certificate of
     Incorporation or under any bylaw, agreements, statute, policy of insurance,
     vote of stockholders or Board of Directors,  or otherwise,  which exists at
     or  subsequent  to the time such person  incurs or becomes  subject to such
     liability and expense.

           Pursuant  to DGCL  Section  145  and  Article  8 of the  Certificate,
Article 8 of the Company's Bylaws provides:

           Section 1.  Directors and Officers.
                       -----------------------

           (a)  Indemnity  in  Third-Party  Proceedings.  To the fullest  extent
                ---------------------------------------
     permitted  by law,  the  Corporation  shall  indemnify  its  directors  and
     officers in  accordance  with the  provisions  of this  Section 1(a) if the
     director  or officer  was or is a party to, or is  threatened  to be made a
     party to, any proceeding (other than a proceeding by or in the right of the
     Corporation  to procure a judgment  in its favor),  against  all  expenses,
     judgments,  fines and amounts paid in  settlement,  actually and reasonably
     incurred by the director or officer in connection  with such  proceeding if
     the director or officer acted in good faith and in a manner the director or
     officer reasonably  believed was in or not opposed to the best interests of
     the  Corporation,  and, with respect to any criminal  action or proceeding,
     the director or officer,  in addition,  had no reasonable  cause to believe
     that the director's or officer's conduct was unlawful;  provided,  however,
                                                             --------   -------

                                       II-3
that the director or officer shall not be entitled to indemnification under
     this Section 1(a): (i) in connection with any proceeding  charging improper
     personal  benefit  to the  director  or officer  in which the  director  or
     officer  is  adjudged  liable  on  the  basis  that  personal  benefit  was
     improperly  received  by the  director  or  officer  unless and only to the
     extent  that the court  conducting  such  proceeding  or any other court of
     competent  jurisdiction  determines  upon  application  that,  despite  the
     adjudication of liability, the director or officer is fairly and reasonably
     entitled to  indemnification  in view of all the relevant  circumstances of
     the case,  or (ii) in  connection  with any  proceeding  (or part  thereof)
     initiated  by such  person or any  proceeding  by such  person  against the
     Corporation  or its directors,  officers,  employees or other agents unless
     (A)  the   Corporation   is   expressly   required   by  law  to  make  the
     indemnification,  (B)  the  proceeding  was  authorized  by  the  Board  of
     directors or (C) such  indemnification  is provided by the Corporation,  in
     its sole discretion, pursuant to the powers vested in the Corporation under
     the General Corporation Law.

           (b) Indemnity in Proceedings  by or in the Right of the  Corporation.
               ----------------------------------------------------------------
     To the fullest extent permitted by law, the Corporation shall indemnify its
     directors  and officers in accordance  with the  provisions of this Section
     1(b) if the director or officer was or is a party to, or is  threatened  to
     be made a party to, any proceeding by or in the right of the Corporation to
     procure  a  judgment  in its  favor,  against  all  expenses  actually  and
     reasonably  incurred  by the  director  or officer in  connection  with the
     defense or settlement  of such  proceeding if the director or officer acted
     in good faith and in a manner the director or officer  reasonably  believed
     was in or not opposed to the best interests of the  Corporation;  provided,
                                                                       --------
     however,   that  the   director  or  officer   shall  not  be  entitled  to
     -------
     indemnification  under  this  Section  1(b):  (i) in  connection  with  any
     proceeding in which the director or officer has been adjudged liable to the
     Corporation  unless and only to the extent that the court  conducting  such
     proceeding  or any other court of competent  jurisdiction  determines  upon
     application  that,  despite the adjudication of liability,  the director or
     officer is fairly  and  reasonably  entitled  to  indemnification  for such
     expenses in view of all the relevant  circumstances of the case, or (ii) in
     connection  with any proceeding (or part thereof)  initiated by such person
     or any proceeding by such person against the  Corporation or its directors,
     officers, employees or other agents unless (A) the Corporation is expressly
     required  by law to  make  the  indemnification,  (B)  the  proceeding  was

                                      II-4
authorized  by the  Board  of  directors  or (C)  such  indemnification  is
     provided by the Corporation, in its sole discretion, pursuant to the powers
     vested in the Corporation under the General Corporation Law.

           In addition to the  indemnification  and exculpation  provided by the
Company's   Certificate   and  Bylaws,   the   Company   has  entered   into  an
indemnification   agreement  with  each  of  its  directors  and  officers.  The
indemnification  agreements  provide  that no director  or officer  shall have a
monetary  liability of any kind in respect of the director's or officer's errors
or omissions in serving the Company or any of its subsidiaries,  stockholders or
related  enterprises,  so  long as  such  errors  are not  shown  by  clear  and
convincing  evidence to have involved:  (i) any breach of the duty of loyalty to
the such entities;  (ii) any act or omission not in good faith or which involved
intentional  misconduct or a knowing violation of the law; (iii) any transaction
from which the director or officer derived an improper  personal  benefit;  (iv)
any unlawful corporate  distribution as defined in the DGCL; or (v) profits made
from the  purchase  and sale by the  director  or officer of  securities  of the
Company  within the meaning of Section 16(b) of the  Securities  Exchange Act of
1934, as amended.  Furthermore,  regardless of the theory of liability  asserted
and to the fullest  extent  permitted by law, no director or officer  shall have
personal liability for (i) punitive,  exemplary or consequential  damages;  (ii)
treble or other damages computed based upon any multiple of damages actually and
directly  proved to have been sustained;  (iii) fees of attorneys,  accountants,
expert witnesses or professional  consultants;  or (iv) civil fines or penalties
of any kind or nature whatsoever.

           The indemnification  agreements also require the Company to indemnify
any director or officer who is a party to, or is  threatened  to be made a party
to, any proceeding,  against all expenses,  judgments, fines and amounts paid in
settlement,  actually  and  reasonably  incurred  by the  director or officer in
connection with such proceeding,  if the director or officer:  (i) acted in good
faith and in a manner the director or officer reasonably  believed was in or not
opposed  to the best  interests  of the  Company;  and (ii) with  respect to any
criminal  proceeding,  the director or officer also had no  reasonable  cause to
believe  that his or her  conduct was  unlawful.  In any  proceeding  charging a
director or officer with improper  personal  benefit to the director or officer,
the Company  will  indemnify  the director or officer if the  appropriate  court
determines  that the  director or officer is fairly and  reasonably  entitled to
indemnification.

           The  indemnification  agreements also provide indemnity to a director
or officer in proceedings  brought by or in the right of the Company, as long as
the  director  or officer  acted in good  faith and in a manner  which he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the

                                    II-5
Company.  If a director or officer is adjudged liable to the Company,  he or she
will not be  indemnified,  unless  the  appropriate  court  determines  that the
director or officer is fairly and reasonably entitled to indemnification.

           Notwithstanding  the  foregoing,   the   indemnification   agreements
indemnify each director and officer to the fullest extent  permitted by law with
respect to any  proceeding  against all expenses,  judgments,  fines and amounts
paid in settlement,  actually and reasonably incurred by the director or officer
in  connection  with any  proceeding.  The forms of  indemnification  agreements
entered into between the Company and its officers and directors  have been filed
with  the  Commission  and  are  incorporated  by  reference  to  the  Company's
Registration  Statement on Form S-1, as declared  effective on December 24, 1997
(Registration No. 33-34597).

           The Company maintains  directors' and officers'  liability  insurance
under which the Company's  directors and officers are insured against claims for
errors, neglect, breach of duty and other matters.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The exhibits  listed in the Index to Exhibits,  which appears on page
II-10 herein, are filed as part of this registration statement.

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, as amended (the "Securities Act");

               (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;

                                    II-6
(iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the registration
               statement  or any  material  change  to such  information  in the
               registration statement;

           provided,  however,  that paragraphs  (A)(1)(i) and (A)(1)(ii) do not
           apply if the information  required to be included in a post-effective
           amendment by those  paragraphs is contained in periodic reports filed
           by the  registrant  pursuant  to Section  13 or Section  15(d) of the
           Exchange Act that are  incorporated by reference in the  registration
           statement.

           (2) That,  for the purpose of  determining  any  liability  under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration  statement  relating to the securities  offered
           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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        C.  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the registrant pursuant to the above-referenced provisions, or otherwise, the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter

                                    II-7
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                    II-8
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 Beaverton, Oregon, on February 5, 1998.

                                   AGRITOPE, INC.

                                   By /s/ Adolph J. Ferro
                                      ---------------------
                                      Adolph J. Ferro
                                      Chairman of the Board, President
                                      and Chief Executive Officer

                             POWER OF ATTORNEY

             KNOW ALL MEN BY THESE  PRESENTS  that each person  whose  signature
appears  below hereby  constitutes  and appoints  Adolph J. Ferro and Gilbert N.
Miller, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of  substitution  for him or her in any and all  capacities,  to
sign any and all amendments or  post-effective  amendments to this  registration
statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto each such  attorney  and agent full power and  authority  to do any and all
acts and things  necessary or advisable in  connection  with such  matters,  and
hereby  ratifying  and  confirming  all that each  attorney  and  agent,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended, this registration statement has been signed by the following persons in
the capacities and on the date(s) indicated:

Principal Executive Officer:                 Date:

/s/ Adolph J. Ferro                          February 5, 1998
---------------------------------------
Adolph J. Ferro
Chairman of the Board President,
and Chief Executive Officer

                                    II-9
Principal Financial Officer:

/s/ Gilbert N. Miller                           February 5, 1998
------------------------------
Gilbert N. Miller
Executive Vice President,
Chief Financial Officer
and Secretary

Directors:

/s/ Adolph J. Ferro                             February 5, 1998
--------------------------
Adolph J. Ferro

/s/ Gilbert N. Miller                           February 5, 1998
--------------------------
Gilbert N. Miller

/s/ W. Charles Armstrong                        February 6, 1998
--------------------------
W. Charles Armstrong

--------------------------                      ----------, 1998
Nancy L. Buc

--------------------------                      ----------, 1998
Michel de Beaumont

--------------------------                      ----------, 1998
Pierre Lefebvre

/s/ Roger L. Pringle                            February 4, 1998
--------------------------
Roger L. Pringle

                                  II-10
INDEX TO EXHIBITS

Exhibit Number               Exhibit                         Page
--------------               -------                         ----

4.1          Certificate of Incorporation, as amended(1)

4.2          Bylaws(1)

4.3          Forms of Indemnification Agreements(1)

5.1          Opinion of Tonkon Torp LLP                      II-12

23.1         Consent of Price Waterhouse LLP,                II-13
             Independent Auditors

23.2         Consent of Tonkon Torp LLP                      II-12
             (included in Exhibit 5.1)

24           Power of Attorney (See Page II-9)               II-9

99           1997 Employee Stock Purchase Plan               II-14

Other exhibits listed in Item 601 of Regulation S-K are not applicable.

        (1) Incorporated by reference to the Company's Registration Statement on
Form  S-1,  as  declared  effective  on  December  24,  1997  (Registration  No.
333-34597).

                                     II-11