As filed with the Securities and Exchange Commission on May 28, 1998


                                                Registration No. 333-5530

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------
                              GENETIC VECTORS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     FLORIDA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   65-0324710
                      (I.R.S. Employer Identification No.)

                        5201 N.W. 77TH AVENUE, SUITE 100
                              MIAMI, FLORIDA 33166
                    (Address of Principal Executive Offices)

                    GENETIC VECTORS, INC. 1996 INCENTIVE PLAN
                       JAMES A. JOYCE CONSULTING AGREEMENT
                            (Full Title of the Plan)

                               MEAD M. MCCABE, JR.
                        5201 N.W. 77TH AVENUE, SUITE 100
                              MIAMI, FLORIDA 33166
                     (Name and Address of Agent For Service)

                                 (305) 716-0000
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:
                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, 20th Floor
                              Miami, Florida 33131

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
<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)(2)           Price (1)(2)         Fee (1)(2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001         375,000 shares         $9.3125                $3,492,187.50        $1,030.20
par value per share
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration  Statement covers, in addition to the number of shares of
     Common  Stock  stated  above,  options to purchase or acquire the shares of
     Common Stock covered by the Prospectus.

(2)  Pursuant to Rule  457(h)(1) of the  Securities  Exchange  Act of 1934,  the
     proposed  maximum  offering  price per share,  proposed  maximum  aggregate
     offering price and amount of registration  fee were computed based upon the
     average  of the bid  and  ask  price  of the  shares  of  Common  Stock  on
     May 26, 1998.


<PAGE>

                                     PART I
                                     ------

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

                                     PART II
                                     -------

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

         The following  documents have been previously filed by Genetic Vectors,
Inc. (the "Company") with the Securities and Exchange  Commission and are hereby
incorporated  by  reference  into  this  Registration   Statement  as  of  their
respective dates:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 1997.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the registrant document referred to in (a) above.

         (c) The  description  of the  Company's  Common Stock  contained in its
Registration  Statement  on Form 8-A as filed with the  Securities  and Exchange
Commission  on November 15,  1996,  as amended,  pursuant to the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Securities Exchange Act of 1934, as amended, 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 which  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  Securities and
Exchange  Commission  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 Genetic  Vectors,  Inc. 1996  Incentive  Plan or the
James A. Joyce Consulting Agreement that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         Not Applicable


                                       2
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

         The Florida Business  Corporation Act ("FBCA") provides that in certain
cases,  each officer and  director of the Company  shall be  indemnified  by the
Company  against  certain costs,  expenses and  liabilities  which he or she may
incur in his or her capacity as such.  FBCA ss.  607.0850  ("Indemnification  of
officers, directors, employees and agents") provides:

         (1) A  corporation  shall have power to indemnify any person who was or
is a party to any  proceeding  (other than an action by, or in the right of, the
corporation),  by  reason  of the fact  that he is or was a  director,  officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint  venture,  trust,  or  other  enterprise  against  liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful. The termination of any proceeding by judgment,  order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which he  reasonably  believed  to be in, or not  opposed  to,  the best
interests  of the  corporation  or,  with  respect  to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (2) A corporation shall have power to indemnify any person,  who was or
is a party to any proceeding by or in the right of the  corporation to procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses and amounts paid in settlement  not  exceeding,  in the judgment of the
board of  directors,  the  estimated  expense of  litigating  the  proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  corporation,  except  that no  indemnification  shall  be made  under  this
subsection  in respect of any claim,  issue,  or matter as to which such  person
shall have been adjudged to be liable  unless,  and only to the extent that, the
court in which such  proceeding  was  brought,  or any other court of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.

         (3) To the extent that a  director,  officer,  employee,  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim,  issue,  or matter  therein,  he shall be  indemnified  against  expenses
actually and reasonably incurred by him in connection therewith.

         (4) Any indemnification  under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
has met the  applicable  standard  of  conduct  set forth in  subsection  (1) or
subsection (2). Such determination shall be made:

               (a) By the  board of  directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such proceeding;

               (b) If such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to the proceeding;

               (c) By independent legal counsel;

                   1. Selected by the board of directors prescribed in paragraph
(a) or the committee prescribed in paragraph (b); or

                   2. If a  quorum  of the  directors  cannot  be  obtained  for
paragraph  (a) and the  committee  cannot be  designated  under  paragraph  (b),
selected by majority vote of the full board of directors (in which directors who
are parties may participate); or

                                       3
<PAGE>

                  (d)  By  the  shareholders  by a  majority  vote  of a  quorum
consisting of  shareholders  who were not parties to such  proceeding  or, if no
such  quorum is  obtainable,  by a majority  vote of  shareholders  who were not
parties to such proceeding.

         (5) Evaluation of the  reasonableness  of expenses and authorization of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (6) Expenses incurred by an officer or director in defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is  ultimately  found not to
be entitled to  indemnification  by the  corporation  pursuant to this  section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

         (7) The  indemnification  and advancement of expenses provided pursuant
to this  section  are not  exclusive,  and a  corporation  may make any other or
further  indemnification  or  advancement  of expenses of any of its  directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to action in his official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

                  (a) A violation  of the  criminal  law,  unless the  director,
officer,  employee,  or agent had  reasonable  cause to believe  his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful;

                  (b) A transaction from which the director,  officer, employee,
or agent derived an improper personal benefit;

                  (c) In the case of a director,  a circumstance under which the
liability provisions of ss. 607.0834 are applicable; or

                  (d) Willful  misconduct or a conscious  disregard for the best
interests  of  the  corporation  in a  proceeding  by or in  the  right  of  the
corporation  to procure a judgment in its favor or in a proceeding  by or in the
right of a shareholder.

         (8)  Indemnification  and  advancement  of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         (9)  Unless  the  corporation's   articles  of  incorporation   provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification,  and despite any contrary  determination of the board or of the
shareholders in the specific case, a director,  officer,  employee,  or agent of
the  corporation  who  is  or  was  a  party  to  a  proceeding  may  apply  for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On  receipt  of an  application,  the court,  after  giving  any notice  that it
considers  necessary,  may order  indemnification  and  advancement of expenses,
including  expenses  incurred  in  seeking   court-ordered   indemnification  or
advancement of expenses, if it determines that

                  (a) The director,  officer,  employee, or agent is entitled to
mandatory  indemnification  under  subsection (3), in which case the court shall
also order the corporation to pay the director  reasonable  expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;

                  (b) The director,  officer,  employee, or agent is entitled to
indemnification  or advancement of expenses,  or both, by virtue of the exercise
by the corporation of its power pursuant to subsection (7); or

                  (c) The director,  officer,  employee,  or agent is fairly and
reasonably  entitled to indemnification or advancement of expenses,  or both, in
view of all the relevant  circumstances,  regardless  of whether such person met

                                       4
<PAGE>

the  standard  of  conduct  set forth in  subsection  (1),  subsection  (2),  or
subsection (7).

         (10) For purposes of this section, the term "corporation"  includes, in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

         (11)     For purposes of this section;

                  (a) The term "other  enterprises"  includes  employee  benefit
plans;

                  (b) The term "expenses" includes counsel fees, including those
for appeal;

                  (c)  The  term  "liability"  includes  obligations  to  pay  a
judgment,  settlement,  penalty,  fine  (including  an excise tax assessed  with
respect to any employee  benefit  plan),  and expenses  actually and  reasonably
incurred with respect to a proceeding;

                  (d) The term "proceeding" includes any threatened, pending, or
completed action,  suit, or other type of proceeding,  whether civil,  criminal,
administrative, or investigative and whether formal or informal;

                  (e)      The term "agent" includes a volunteer;

                  (f) The  term  "serving  at the  request  of the  corporation"
includes  any  service  as a  director,  officer,  employee,  or  agent  of  the
corporation that imposes duties on such persons, including duties relating to an
employee benefit plan and its participants or benefices; and

                  (g)  The  term  "not  opposed  to  the  best  interest  of the
corporation"  describes  the actions of a person who acts in good faith and in a
manner he reasonably  believes to be in the best  interests of the  participants
and beneficiaries of an employee benefit plan.

         (12) A corporation shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and  incurred by him in any such  capacity or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this section.

         The Company  maintains an insurance  policy that  provides  protection,
within the maximum  liability  limits of the policy and subject to a  deductible
amount for each claim, to the Company under its indemnification  obligations and
to the  directors  and officers of the Company  with respect to certain  matters
that are not covered by the Company's indemnification obligations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.


                                       5
<PAGE>


ITEM 8.  EXHIBITS.
         --------

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

          4.1          Genetic Vectors, Inc. 1996            Provided herewith
                       Incentive Plan

          4.2          Consulting Agreement, dated June      Provided herewith
                       1996, by and between the
                       Company and James A. Joyce

          5.1          Opinion of Kirkpatrick &              Provided herewith
                       Lockhart LLP re: legality

          23.1         Consent of Kirkpatrick &              Provided herewith
                       Lockhart LLP                          (contained in 
                                                             Exhibit 5.1)
          23.2         Consent of BDO Seidman, LLP           Provided herewith

          24.1         Power of Attorney                     Provided herewith

ITEM 9.  UNDERTAKINGS.
         ------------

(a)      The undersigned registrant will:

         (1) File,  during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement to:

             (i) Include any prospectus required by Section 10(a)(3) of the Act;

             (ii) Reflect in the  prospectus  any facts or events  arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information   set   forth  in  the   Registration   Statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement;

             (iii)Include any additional or changed  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) For purposes of determining any liability under the Securities Act,
         treat each  post-effective  amendment as 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) File a post-effective  amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

                                       6
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Miami,  State of  Florida  on this 27th day of
May, 1998.

                                       GENETIC VECTORS, INC.

                                       By: /s/ Mead M. McCabe, Jr.
                                          --------------------------------------
                                            Printed Name:  Mead M. McCabe, Jr.
                                            Title: President

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Mead M. McCabe,  Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   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 said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully 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  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

Date: May 27, 1998                By: /s/ Mead M. McCabe, Sr., Ph.D.
                                     -------------------------------------------
                                     Printed Name:  Mead M. McCabe, Sr., Ph.D.
                                     Title:  Chairman of the Board of Directors
                                     (Principal Executive Officer)

Date: May 27, 1998                By: /s/ Mead M. McCabe, Jr.
                                     -------------------------------------------
                                     Printed Name:  Mead M. McCabe, Jr.
                                     Title:  President and Director (Principal 
                                     Financial and Accounting Officer)

Date: May 27, 1998                By: /s/ Jack Fell, Ph.D.
                                     -------------------------------------------
                                     Printed Name:  Jack Fell, Ph.D.
                                     Title: Director

Date: May 27, 1998                By: /s/ Mark E. Burroughs
                                     -------------------------------------------
                                     Printed Name:  Mark E. Burroughs
                                     Title: Director

Date: May 27, 1998                By: /s/ James A. Joyce
                                     -------------------------------------------
                                     Printed Name:  James A. Joyce
                                     Title: Director

Date: May 27, 1998                By: /s/ Allyn Golub, Ph.D
                                     -------------------------------------------
                                     Printed Name:  Allyn Golub, Ph.D.
                                     Title: Director

Date: May 27, 1998                By: /s/ Michael C. Foley
                                     -------------------------------------------
                                     Printed Name:  Michael C. Foley
                                     Title: Director

                                       7
<PAGE>


                                  EXHIBIT LIST
                                  ------------

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

   4.1           Genetic Vectors, Inc. 1996 Incentive       Provided herewith
                 Plan

   4.2           Consulting Agreement, dated June 1996,     Provided herewith
                 by and between the Company and James
                 A. Joyce

   5.1           Opinion of Kirkpatrick & Lockhart LLP      Provided herewith
                 re: Legality

   23.1          Consent of Kirkpatrick & Lockhart LLP      Provided herewith
                                                            (contained in
                                                            Exhibit 5.1)

   23.2           Consent of BDO Seidman, LLP               Provided herewith

   24.1           Power of Attorney                         Provided herewith


                                       8
<PAGE>


                                  EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Mead M. McCabe,  Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   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 said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.


                                       9
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{"company-data": {"conformed-name": "GENETIC VECTORS INC", "cik": "0001017157", "assigned-sic": "2834", "irs-number": "650324710", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53829", "film-number": "98633282"}, "business-address": {"street1": "2000 S DIXIE HIGHWAY", "street2": "STE 100", "city": "MIAMI", "state": "FL", "zip": "33133", "phone": "3058597800"}, "mail-address": {"street1": "2000 SOUTH DIXIE HIGHWAY", "street2": "SUITE 100", "city": "MIAMI", "state": "FL", "zip": "33133"}}
As filed with the Securities and Exchange Commission on May 28, 1998

                                                Registration No. 333-5530

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------
                              GENETIC VECTORS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     FLORIDA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   65-0324710
                      (I.R.S. Employer Identification No.)

                        5201 N.W. 77TH AVENUE, SUITE 100
                              MIAMI, FLORIDA 33166
                    (Address of Principal Executive Offices)

                    GENETIC VECTORS, INC. 1996 INCENTIVE PLAN
                       JAMES A. JOYCE CONSULTING AGREEMENT
                            (Full Title of the Plan)

                               MEAD M. MCCABE, JR.
                        5201 N.W. 77TH AVENUE, SUITE 100
                              MIAMI, FLORIDA 33166
                     (Name and Address of Agent For Service)

                                 (305) 716-0000
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:
                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, 20th Floor
                              Miami, Florida 33131

                         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)(2)           Price (1)(2)         Fee (1)(2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001         375,000 shares         $9.3125                $3,492,187.50        $1,030.20
par value per share
-------------------------------------------------------------------------------------------------------------------
(1)  This Registration  Statement covers, in addition to the number of shares of
     Common  Stock  stated  above,  options to purchase or acquire the shares of
     Common Stock covered by the Prospectus.

(2)  Pursuant to Rule  457(h)(1) of the  Securities  Exchange  Act of 1934,  the
     proposed  maximum  offering  price per share,  proposed  maximum  aggregate
     offering price and amount of registration  fee were computed based upon the
     average  of the bid  and  ask  price  of the  shares  of  Common  Stock  on
     May 26, 1998.
PART I
                                     ------

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

                                     PART II
                                     -------

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

         The following  documents have been previously filed by Genetic Vectors,
Inc. (the "Company") with the Securities and Exchange  Commission and are hereby
incorporated  by  reference  into  this  Registration   Statement  as  of  their
respective dates:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 1997.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the registrant document referred to in (a) above.

         (c) The  description  of the  Company's  Common Stock  contained in its
Registration  Statement  on Form 8-A as filed with the  Securities  and Exchange
Commission  on November 15,  1996,  as amended,  pursuant to the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Securities Exchange Act of 1934, as amended, 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 which  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  Securities and
Exchange  Commission  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 Genetic  Vectors,  Inc. 1996  Incentive  Plan or the
James A. Joyce Consulting Agreement that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         Not Applicable

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

         The Florida Business  Corporation Act ("FBCA") provides that in certain
cases,  each officer and  director of the Company  shall be  indemnified  by the
Company  against  certain costs,  expenses and  liabilities  which he or she may
incur in his or her capacity as such.  FBCA ss.  607.0850  ("Indemnification  of
officers, directors, employees and agents") provides:

         (1) A  corporation  shall have power to indemnify any person who was or
is a party to any  proceeding  (other than an action by, or in the right of, the
corporation),  by  reason  of the fact  that he is or was a  director,  officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint  venture,  trust,  or  other  enterprise  against  liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful. The termination of any proceeding by judgment,  order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which he  reasonably  believed  to be in, or not  opposed  to,  the best
interests  of the  corporation  or,  with  respect  to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (2) A corporation shall have power to indemnify any person,  who was or
is a party to any proceeding by or in the right of the  corporation to procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses and amounts paid in settlement  not  exceeding,  in the judgment of the
board of  directors,  the  estimated  expense of  litigating  the  proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  corporation,  except  that no  indemnification  shall  be made  under  this
subsection  in respect of any claim,  issue,  or matter as to which such  person
shall have been adjudged to be liable  unless,  and only to the extent that, the
court in which such  proceeding  was  brought,  or any other court of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.

         (3) To the extent that a  director,  officer,  employee,  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim,  issue,  or matter  therein,  he shall be  indemnified  against  expenses
actually and reasonably incurred by him in connection therewith.

         (4) Any indemnification  under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
has met the  applicable  standard  of  conduct  set forth in  subsection  (1) or
subsection (2). Such determination shall be made:

               (a) By the  board of  directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such proceeding;

               (b) If such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to the proceeding;

               (c) By independent legal counsel;

                   1. Selected by the board of directors prescribed in paragraph
(a) or the committee prescribed in paragraph (b); or

                   2. If a  quorum  of the  directors  cannot  be  obtained  for
paragraph  (a) and the  committee  cannot be  designated  under  paragraph  (b),
selected by majority vote of the full board of directors (in which directors who
are parties may participate); or

                                       3
(d)  By  the  shareholders  by a  majority  vote  of a  quorum
consisting of  shareholders  who were not parties to such  proceeding  or, if no
such  quorum is  obtainable,  by a majority  vote of  shareholders  who were not
parties to such proceeding.

         (5) Evaluation of the  reasonableness  of expenses and authorization of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (6) Expenses incurred by an officer or director in defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is  ultimately  found not to
be entitled to  indemnification  by the  corporation  pursuant to this  section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

         (7) The  indemnification  and advancement of expenses provided pursuant
to this  section  are not  exclusive,  and a  corporation  may make any other or
further  indemnification  or  advancement  of expenses of any of its  directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to action in his official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

                  (a) A violation  of the  criminal  law,  unless the  director,
officer,  employee,  or agent had  reasonable  cause to believe  his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful;

                  (b) A transaction from which the director,  officer, employee,
or agent derived an improper personal benefit;

                  (c) In the case of a director,  a circumstance under which the
liability provisions of ss. 607.0834 are applicable; or

                  (d) Willful  misconduct or a conscious  disregard for the best
interests  of  the  corporation  in a  proceeding  by or in  the  right  of  the
corporation  to procure a judgment in its favor or in a proceeding  by or in the
right of a shareholder.

         (8)  Indemnification  and  advancement  of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         (9)  Unless  the  corporation's   articles  of  incorporation   provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification,  and despite any contrary  determination of the board or of the
shareholders in the specific case, a director,  officer,  employee,  or agent of
the  corporation  who  is  or  was  a  party  to  a  proceeding  may  apply  for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On  receipt  of an  application,  the court,  after  giving  any notice  that it
considers  necessary,  may order  indemnification  and  advancement of expenses,
including  expenses  incurred  in  seeking   court-ordered   indemnification  or
advancement of expenses, if it determines that

                  (a) The director,  officer,  employee, or agent is entitled to
mandatory  indemnification  under  subsection (3), in which case the court shall
also order the corporation to pay the director  reasonable  expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;

                  (b) The director,  officer,  employee, or agent is entitled to
indemnification  or advancement of expenses,  or both, by virtue of the exercise
by the corporation of its power pursuant to subsection (7); or

                  (c) The director,  officer,  employee,  or agent is fairly and
reasonably  entitled to indemnification or advancement of expenses,  or both, in
view of all the relevant  circumstances,  regardless  of whether such person met

                                       4
the  standard  of  conduct  set forth in  subsection  (1),  subsection  (2),  or
subsection (7).

         (10) For purposes of this section, the term "corporation"  includes, in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

         (11)     For purposes of this section;

                  (a) The term "other  enterprises"  includes  employee  benefit
plans;

                  (b) The term "expenses" includes counsel fees, including those
for appeal;

                  (c)  The  term  "liability"  includes  obligations  to  pay  a
judgment,  settlement,  penalty,  fine  (including  an excise tax assessed  with
respect to any employee  benefit  plan),  and expenses  actually and  reasonably
incurred with respect to a proceeding;

                  (d) The term "proceeding" includes any threatened, pending, or
completed action,  suit, or other type of proceeding,  whether civil,  criminal,
administrative, or investigative and whether formal or informal;

                  (e)      The term "agent" includes a volunteer;

                  (f) The  term  "serving  at the  request  of the  corporation"
includes  any  service  as a  director,  officer,  employee,  or  agent  of  the
corporation that imposes duties on such persons, including duties relating to an
employee benefit plan and its participants or benefices; and

                  (g)  The  term  "not  opposed  to  the  best  interest  of the
corporation"  describes  the actions of a person who acts in good faith and in a
manner he reasonably  believes to be in the best  interests of the  participants
and beneficiaries of an employee benefit plan.

         (12) A corporation shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and  incurred by him in any such  capacity or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this section.

         The Company  maintains an insurance  policy that  provides  protection,
within the maximum  liability  limits of the policy and subject to a  deductible
amount for each claim, to the Company under its indemnification  obligations and
to the  directors  and officers of the Company  with respect to certain  matters
that are not covered by the Company's indemnification obligations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.

                                       5
ITEM 8.  EXHIBITS.
         --------

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

          4.1          Genetic Vectors, Inc. 1996            Provided herewith
                       Incentive Plan

          4.2          Consulting Agreement, dated June      Provided herewith
                       1996, by and between the
                       Company and James A. Joyce

          5.1          Opinion of Kirkpatrick &              Provided herewith
                       Lockhart LLP re: legality

          23.1         Consent of Kirkpatrick &              Provided herewith
                       Lockhart LLP                          (contained in 
                                                             Exhibit 5.1)
          23.2         Consent of BDO Seidman, LLP           Provided herewith

          24.1         Power of Attorney                     Provided herewith

ITEM 9.  UNDERTAKINGS.
         ------------

(a)      The undersigned registrant will:

         (1) File,  during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement to:

             (i) Include any prospectus required by Section 10(a)(3) of the Act;

             (ii) Reflect in the  prospectus  any facts or events  arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information   set   forth  in  the   Registration   Statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement;

             (iii)Include any additional or changed  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) For purposes of determining any liability under the Securities Act,
         treat each  post-effective  amendment as 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) File a post-effective  amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Miami,  State of  Florida  on this 27th day of
May, 1998.

                                       GENETIC VECTORS, INC.

                                       By: /s/ Mead M. McCabe, Jr.
                                          --------------------------------------
                                            Printed Name:  Mead M. McCabe, Jr.
                                            Title: President

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Mead M. McCabe,  Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   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 said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully 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  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

Date: May 27, 1998                By: /s/ Mead M. McCabe, Sr., Ph.D.
                                     -------------------------------------------
                                     Printed Name:  Mead M. McCabe, Sr., Ph.D.
                                     Title:  Chairman of the Board of Directors
                                     (Principal Executive Officer)

Date: May 27, 1998                By: /s/ Mead M. McCabe, Jr.
                                     -------------------------------------------
                                     Printed Name:  Mead M. McCabe, Jr.
                                     Title:  President and Director (Principal 
                                     Financial and Accounting Officer)

Date: May 27, 1998                By: /s/ Jack Fell, Ph.D.
                                     -------------------------------------------
                                     Printed Name:  Jack Fell, Ph.D.
                                     Title: Director

Date: May 27, 1998                By: /s/ Mark E. Burroughs
                                     -------------------------------------------
                                     Printed Name:  Mark E. Burroughs
                                     Title: Director

Date: May 27, 1998                By: /s/ James A. Joyce
                                     -------------------------------------------
                                     Printed Name:  James A. Joyce
                                     Title: Director

Date: May 27, 1998                By: /s/ Allyn Golub, Ph.D
                                     -------------------------------------------
                                     Printed Name:  Allyn Golub, Ph.D.
                                     Title: Director

Date: May 27, 1998                By: /s/ Michael C. Foley
                                     -------------------------------------------
                                     Printed Name:  Michael C. Foley
                                     Title: Director

                                       7
EXHIBIT LIST
                                  ------------

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

   4.1           Genetic Vectors, Inc. 1996 Incentive       Provided herewith
                 Plan

   4.2           Consulting Agreement, dated June 1996,     Provided herewith
                 by and between the Company and James
                 A. Joyce

   5.1           Opinion of Kirkpatrick & Lockhart LLP      Provided herewith
                 re: Legality

   23.1          Consent of Kirkpatrick & Lockhart LLP      Provided herewith
                                                            (contained in
                                                            Exhibit 5.1)

   23.2           Consent of BDO Seidman, LLP               Provided herewith

   24.1           Power of Attorney                         Provided herewith

                                       8
EXHIBIT 24.1

                                POWER OF ATTORNEY
                                -----------------

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Mead M. McCabe,  Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   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 said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

                                       9