<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1998
                                                      REGISTRATION NO. 333-
                                                                                
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    ---------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                                     -----
                           The Securities Act of 1933
                           --------------------------
                    ---------------------------------------
                            CELL THERAPEUTICS, INC.
             (Exact name of Registrant as specified in its charter)
                    ---------------------------------------
          WASHINGTON                                  91-1533912
  (State or other jurisdiction             (IRS Employer Identification No.)
 of incorporation or organization)
                       201 ELLIOTT AVENUE WEST, SUITE 400
                           SEATTLE, WASHINGTON  98119
              (Address of principal executive offices) (Zip code)
 
                   ----------------------------------------
                            CELL THERAPEUTICS, INC.
                           1994 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                   -----------------------------------------
                                JAMES A. BIANCO
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            CELL THERAPEUTICS, INC.
                       201 ELLIOTT AVENUE WEST, SUITE 400
                           SEATTLE, WASHINGTON  98119
                                 (206) 282-7100
         (Telephone number, including area code, of agent for service)
                    ---------------------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================
                                                         Proposed     Proposed
             Title of                                    Maximum      Maximum
            Securities                   Amount          Offering    Aggregate    Amount of
              to be                       to be           Price       Offering   Registration
            Registered                Registered(1)    per Share(2)   Price(2)       Fee
----------------------------------  -----------------  ------------  ----------  ------------
<S>                                 <C>                <C>           <C>         <C>
 
1994 EQUITY INCENTIVE PLAN
----------------------------------
Options to purchase
Common Stock, no par value
(including associated
Preferred Stock Purchase Rights)    1,500,000          N/A           N/A         N/A
 
Common Stock, no par value
(including associated
Preferred Stock Purchase Rights)    1,500,000 shares   $2.4063       $3,609,450  $1,064.79

                                                    Aggregate Filing Fee $1,064.79
=============================================================================================
</TABLE> 
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Registrant's 1994 Equity Incentive
    Plan by reason of any stock dividend, stock split, recapitalization or any
    other similar transaction without receipt of consideration which results in
    an increase in the number of outstanding shares of Common Stock of Cell
    Therapeutics, Inc.

(2) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based
    upon the average of the high and low prices of the Company's Common Stock as
    reported on the Nasdaq National Market on July 7, 1998.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

  Cell Therapeutics, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

  (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1997, filed with the SEC on March 31, 1998;

  (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
       ended March 31, 1998, filed with the SEC on May 15, 1998; and

  (c)  The Registrant's Registration Statement on Form 10 filed with the SEC on
       April 29, 1996 (as amended on June 27, 1996 and June 28, 1996) and the
       Registrant's Registration Statement on Form 8-A filed with the SEC on
       November 15, 1996.

  All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act") after the date of this Registration Statement and 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 into this Registration Statement
and to be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


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

  Not applicable.


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

  Not applicable.


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

  Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation
Act (the "WBCA") authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act").  Article IX of the Registrant's Restated Bylaws (Exhibit 3.7
hereto) provides for indemnification of the Registrant's directors, officers,
employees and agents to the maximum extent permitted by Washington law.  The
directors and officers of the Registrant also may be indemnified against
liability they may incur for serving in such capacity pursuant to a liability
insurance policy maintained by the Company for such purpose.

                                      II-2
<PAGE>
 
  Section 23B.08.320 of the WBCA authorizes a corporation to limit a director's
liability to the corporation or its shareholders for monetary damages for acts
or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate losses or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled.  Article VI of the Registrant's Restated Articles of Incorporation
contains provisions implementing, to the fullest extent permitted by Washington
law, such limitations on a director's liability to the Registrant and its
shareholders.

  The Registrant has entered into an indemnification agreement with each of its
executive officers and directors in which the Registrant agrees to hold harmless
and indemnify the officer or director to the fullest extent permitted by
Washington law.  The Registrant agrees to indemnify the officer or director
against any and all  losses, claims, damages, liabilities or expenses incurred
in connection with any actual, pending or threatened action, suit, claim or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal, in which the officer or director is, was or becomes involved
by reason of the fact that the officer or director is or was a director,
officer, employee, trustee or agent of the Registrant or any related company,
partnership or enterprise, including service with respect to an employee benefit
plan, whether the basis of such proceeding is alleged action (or inaction) by
the officer or director in an official capacity and any action, suit, claim or
proceeding instructed by or at the direction of the officer or director unless
such action, suit, claim or proceeding is or was authorized by the Registrant's
Board of Directors.  No indemnity pursuant to the indemnification agreements
shall be provided by the Registrant on account of any suit in which a final,
unappealable judgment is rendered against the officer or director for an
accounting of profits made from the purchase or sale by the officer or director
of securities of the Registrant in violation of the provisions of Section 16(b)
of the Securities Exchange Act of 1934, as amended, and amendments thereto, or
for damages that have been paid directly to the officer or director by an
insurance carrier under a policy of directors' and officers' liability insurance
maintained by the Registrant.


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

  Not applicable.


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

Exhibit No.    Exhibit
-----------    -------

  4.1          Registrant's Restated Articles of Incorporation (incorporated by
               reference to exhibits to the Registrant's Registration Statement
               on Form S-1, No. 33-4154).
  4.2          Registrant's Restated Bylaws (incorporated by reference to
               exhibits to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended September 30, 1996, filed on November
               14, 1996).
  4.3          Specimen Common Stock Certificate (incorporated by reference to
               exhibits to the Registrant's Registration Statement on Form 10
               filed on April 29, 1996 (as amended on June 27, 1996 and June 28,
               1996)).
  4.4          Form of Rights Agreement dated as of November 11, 1996, between
               the Registrant and Harris Trust Company of California, which
               includes the Form of Rights Certificate as Exhibit A, the Summary
               of Rights to Purchase Preferred Stock as Exhibit B and the Form
               of Certificate of Designation of the Series C Preferred Stock as
               Exhibit C (incorporated by reference to exhibits to the
               Registrant's Registration Statement on Form 8-A filed on November
               15, 1996).
  5            Opinion and Consent of Davis Wright Tremaine LLP.
  23.1         Consent of Ernst & Young LLP, Independent Auditors.
  23.2         Consent of Davis Wright Tremaine LLP is contained in Exhibit 5.
  24           Power of Attorney.  Reference is made to page II-5 of this
               Registration Statement.
  99.1         Registrant's 1994 Equity Incentive Plan.

                                      II-3
<PAGE>
 
Item 9.  Undertakings
         ------------

  A.   The undersigned Registrant hereby undertakes:  (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this 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 this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
                        --------                                                
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (3) to
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold upon the termination of the
Registrant's 1994 Equity Incentive Plan.

  B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act may
be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item 6 or otherwise, the
Registrant has been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-4
<PAGE>
 
                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington on July 10, 1998.


                                     CELL THERAPEUTICS, INC.


                                     By: /s/ JAMES A. BIANCO, M.D.
                                        -------------------------------------
                                        James A. Bianco, M.D.
                                        President and Chief Executive Officer

 

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

KNOW ALL MEN BY THESE PRESENTS:

      That the undersigned officers and directors of Cell Therapeutics, Inc., a
Washington corporation, do hereby constitute and appoint James A. Bianco and
Louis A. Bianco and each of them, the lawful attorneys-in-fact and agents, each
with full power of substitution or resubstitution, with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, or either one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulation or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
either one of them, shall do or cause to be done by virtue hereof.  This Power
of Attorney may be signed in several counterparts.

      IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

<TABLE> 
<CAPTION> 

Signatures                                       Title                                       Date
----------                                       -----                                       ----
<S>                                              <C>                                         <C> 

   /s/ MAX E. LINK PH.D.                         Chairman of the Board and Director          July 10, 1998
-------------------------------------                                                            
Max E. Link, Ph.D.


   /s/ JAMES A. BIANCO, M.D.                     President, Chief Executive Officer
-------------------------------------            and Director (Principal Executive Officer)  July 10, 1998
James A. Bianco, M.D.                                                                             
</TABLE> 

                                      II-5
<PAGE>
 
<TABLE> 
<CAPTION> 

Signatures                                       Title                                       Date
----------                                       -----                                       ----
<S>                                              <C>                                         <C> 

/s/ LOUIS A. BIANCO                              Executive Vice President,                   July 10, 1998
-------------------------------------            Finance and Administration                      ----
Louis A. Bianco                                  (Principal Financial Officer and
                                                 Principal Accounting Officer)


/s/ JACK W. SINGER, M.D.                         Director                                    July 10, 1998
-------------------------------------                                                             ---  
Jack W. Singer, M.D.


/s/ JACK L. BOWMAN                               Director                                    July 10, 1998
-------------------------------------                                                             ---  
Jack L. Bowman


/s/ JEREMY L. CURNOCK COOK                       Director                                    July 10, 1998
-------------------------------------                                                             ---  
Jeremy L. Curnock Cook


/s/ WILFRED E. JAEGER, M.D.                      Director                                    July 10, 1998
-------------------------------------                                                             ---  
Wilfred E. Jaeger, M.D.


/s/ TERRENCE M. MORRIS                           Director                                    July 10, 1998
-------------------------------------                                                             ---  
Terrence M. Morris


/s/ MARY O'NEIL MUNDINGER, D.P.H.                Director                                    July 10, 1998
-------------------------------------                                                             ---  
Mary O'Neil Mundinger, D.P.H.


/s/ PHILLIP M. NUDELMAN, PH.D.                   Director                                    July 10, 1998
-------------------------------------                                                             ---  
Phillip M. Nudelman, Ph.D.
</TABLE> 

                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

      Exhibit
        No.    Exhibit
      -------  -------

      4.1      Registrant's Restated Articles of Incorporation (incorporated by
               reference to exhibits to the Registrant's Registration Statement
               on Form S-1, No. 33-4154).
      4.2      Registrant's Restated Bylaws (incorporated by reference to
               exhibits to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended September 30, 1996, filed on November
               14, 1996).
      4.3      Specimen Common Stock Certificate (incorporated by reference to
               exhibits to the Registrant's Registration Statement on Form 10
               filed on April 29, 1996 (as amended on June 27, 1996 and June 28,
               1996)).
      4.4      Form of Rights Agreement dated as of November 11, 1996, between
               the Registrant and Harris Trust Company of California, which
               includes the Form of Rights Certificate as Exhibit A, the Summary
               of Rights to Purchase Preferred Stock as Exhibit B and the Form
               of Certificate of Designation of the Series C Preferred Stock as
               Exhibit C (incorporated by reference to exhibits to the
               Registrant's Registration Statement on Form 8-A filed on November
               15, 1996).
      5        Opinion and Consent of Davis Wright Tremaine LLP.
      23.1     Consent of Ernst & Young LLP, Independent Auditors.
      23.2     Consent of Davis Wright Tremaine LLP is contained in Exhibit 5.
      24       Power of Attorney.  Reference is made to page II-5 of this
               Registration Statement.
      99.1     Registrant's 1994 Equity Incentive Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23086}]
{"company-data": {"conformed-name": "CELL THERAPEUTICS INC", "cik": "0000891293", "assigned-sic": "2834", "irs-number": "911533912", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58957", "film-number": "98665110"}, "business-address": {"street1": "201 ELLIOTT AVE W", "street2": "STE 400", "city": "SEATTLE", "state": "WA", "zip": "98119"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1998
                                                      REGISTRATION NO. 333-
                                                                                
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    ---------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                                     -----
                           The Securities Act of 1933
                           --------------------------
                    ---------------------------------------
                            CELL THERAPEUTICS, INC.
             (Exact name of Registrant as specified in its charter)
                    ---------------------------------------
          WASHINGTON                                  91-1533912
  (State or other jurisdiction             (IRS Employer Identification No.)
 of incorporation or organization)
                       201 ELLIOTT AVENUE WEST, SUITE 400
                           SEATTLE, WASHINGTON  98119
              (Address of principal executive offices) (Zip code)
 
                   ----------------------------------------
                            CELL THERAPEUTICS, INC.
                           1994 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                   -----------------------------------------
                                JAMES A. BIANCO
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            CELL THERAPEUTICS, INC.
                       201 ELLIOTT AVENUE WEST, SUITE 400
                           SEATTLE, WASHINGTON  98119
                                 (206) 282-7100
         (Telephone number, including area code, of agent for service)
                    ---------------------------------------
                        CALCULATION OF REGISTRATION FEE
=============================================================================================
                                                         Proposed     Proposed
             Title of                                    Maximum      Maximum
            Securities                   Amount          Offering    Aggregate    Amount of
              to be                       to be           Price       Offering   Registration
            Registered                Registered(1)    per Share(2)   Price(2)       Fee
----------------------------------  -----------------  ------------  ----------  ------------
1994 EQUITY INCENTIVE PLAN
----------------------------------
Options to purchase
Common Stock, no par value
(including associated
Preferred Stock Purchase Rights)    1,500,000          N/A           N/A         N/A
 
Common Stock, no par value
(including associated
Preferred Stock Purchase Rights)    1,500,000 shares   $2.4063       $3,609,450  $1,064.79

                                                    Aggregate Filing Fee $1,064.79
=============================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Registrant's 1994 Equity Incentive
    Plan by reason of any stock dividend, stock split, recapitalization or any
    other similar transaction without receipt of consideration which results in
    an increase in the number of outstanding shares of Common Stock of Cell
    Therapeutics, Inc.

(2) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based
    upon the average of the high and low prices of the Company's Common Stock as
    reported on the Nasdaq National Market on July 7, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

  Cell Therapeutics, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

  (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1997, filed with the SEC on March 31, 1998;

  (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
       ended March 31, 1998, filed with the SEC on May 15, 1998; and

  (c)  The Registrant's Registration Statement on Form 10 filed with the SEC on
       April 29, 1996 (as amended on June 27, 1996 and June 28, 1996) and the
       Registrant's Registration Statement on Form 8-A filed with the SEC on
       November 15, 1996.

  All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act") after the date of this Registration Statement and 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 into this Registration Statement
and to be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

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

  Not applicable.

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

  Not applicable.

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

  Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation
Act (the "WBCA") authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act").  Article IX of the Registrant's Restated Bylaws (Exhibit 3.7
hereto) provides for indemnification of the Registrant's directors, officers,
employees and agents to the maximum extent permitted by Washington law.  The
directors and officers of the Registrant also may be indemnified against
liability they may incur for serving in such capacity pursuant to a liability
insurance policy maintained by the Company for such purpose.

                                      II-2
Section 23B.08.320 of the WBCA authorizes a corporation to limit a director's
liability to the corporation or its shareholders for monetary damages for acts
or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate losses or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled.  Article VI of the Registrant's Restated Articles of Incorporation
contains provisions implementing, to the fullest extent permitted by Washington
law, such limitations on a director's liability to the Registrant and its
shareholders.

  The Registrant has entered into an indemnification agreement with each of its
executive officers and directors in which the Registrant agrees to hold harmless
and indemnify the officer or director to the fullest extent permitted by
Washington law.  The Registrant agrees to indemnify the officer or director
against any and all  losses, claims, damages, liabilities or expenses incurred
in connection with any actual, pending or threatened action, suit, claim or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal, in which the officer or director is, was or becomes involved
by reason of the fact that the officer or director is or was a director,
officer, employee, trustee or agent of the Registrant or any related company,
partnership or enterprise, including service with respect to an employee benefit
plan, whether the basis of such proceeding is alleged action (or inaction) by
the officer or director in an official capacity and any action, suit, claim or
proceeding instructed by or at the direction of the officer or director unless
such action, suit, claim or proceeding is or was authorized by the Registrant's
Board of Directors.  No indemnity pursuant to the indemnification agreements
shall be provided by the Registrant on account of any suit in which a final,
unappealable judgment is rendered against the officer or director for an
accounting of profits made from the purchase or sale by the officer or director
of securities of the Registrant in violation of the provisions of Section 16(b)
of the Securities Exchange Act of 1934, as amended, and amendments thereto, or
for damages that have been paid directly to the officer or director by an
insurance carrier under a policy of directors' and officers' liability insurance
maintained by the Registrant.

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

  Not applicable.

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

Exhibit No.    Exhibit
-----------    -------

  4.1          Registrant's Restated Articles of Incorporation (incorporated by
               reference to exhibits to the Registrant's Registration Statement
               on Form S-1, No. 33-4154).
  4.2          Registrant's Restated Bylaws (incorporated by reference to
               exhibits to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended September 30, 1996, filed on November
               14, 1996).
  4.3          Specimen Common Stock Certificate (incorporated by reference to
               exhibits to the Registrant's Registration Statement on Form 10
               filed on April 29, 1996 (as amended on June 27, 1996 and June 28,
               1996)).
  4.4          Form of Rights Agreement dated as of November 11, 1996, between
               the Registrant and Harris Trust Company of California, which
               includes the Form of Rights Certificate as Exhibit A, the Summary
               of Rights to Purchase Preferred Stock as Exhibit B and the Form
               of Certificate of Designation of the Series C Preferred Stock as
               Exhibit C (incorporated by reference to exhibits to the
               Registrant's Registration Statement on Form 8-A filed on November
               15, 1996).
  5            Opinion and Consent of Davis Wright Tremaine LLP.
  23.1         Consent of Ernst & Young LLP, Independent Auditors.
  23.2         Consent of Davis Wright Tremaine LLP is contained in Exhibit 5.
  24           Power of Attorney.  Reference is made to page II-5 of this
               Registration Statement.
  99.1         Registrant's 1994 Equity Incentive Plan.

                                      II-3
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, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this 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 this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
                        --------                                                
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (3) to
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold upon the termination of the
Registrant's 1994 Equity Incentive Plan.

  B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act may
be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item 6 or otherwise, the
Registrant has been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington on July 10, 1998.

                                     CELL THERAPEUTICS, INC.

                                     By: /s/ JAMES A. BIANCO, M.D.
                                        -------------------------------------
                                        James A. Bianco, M.D.
                                        President and Chief Executive Officer

 

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

KNOW ALL MEN BY THESE PRESENTS:

      That the undersigned officers and directors of Cell Therapeutics, Inc., a
Washington corporation, do hereby constitute and appoint James A. Bianco and
Louis A. Bianco and each of them, the lawful attorneys-in-fact and agents, each
with full power of substitution or resubstitution, with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, or either one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulation or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
either one of them, shall do or cause to be done by virtue hereof.  This Power
of Attorney may be signed in several counterparts.

      IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures                                       Title                                       Date
----------                                       -----                                       ----
/s/ MAX E. LINK PH.D.                         Chairman of the Board and Director          July 10, 1998
-------------------------------------                                                            
Max E. Link, Ph.D.

   /s/ JAMES A. BIANCO, M.D.                     President, Chief Executive Officer
-------------------------------------            and Director (Principal Executive Officer)  July 10, 1998
James A. Bianco, M.D.
II-5
Signatures                                       Title                                       Date
----------                                       -----                                       ----
/s/ LOUIS A. BIANCO                              Executive Vice President,                   July 10, 1998
-------------------------------------            Finance and Administration                      ----
Louis A. Bianco                                  (Principal Financial Officer and
                                                 Principal Accounting Officer)

/s/ JACK W. SINGER, M.D.                         Director                                    July 10, 1998
-------------------------------------                                                             ---  
Jack W. Singer, M.D.

/s/ JACK L. BOWMAN                               Director                                    July 10, 1998
-------------------------------------                                                             ---  
Jack L. Bowman

/s/ JEREMY L. CURNOCK COOK                       Director                                    July 10, 1998
-------------------------------------                                                             ---  
Jeremy L. Curnock Cook

/s/ WILFRED E. JAEGER, M.D.                      Director                                    July 10, 1998
-------------------------------------                                                             ---  
Wilfred E. Jaeger, M.D.

/s/ TERRENCE M. MORRIS                           Director                                    July 10, 1998
-------------------------------------                                                             ---  
Terrence M. Morris

/s/ MARY O'NEIL MUNDINGER, D.P.H.                Director                                    July 10, 1998
-------------------------------------                                                             ---  
Mary O'Neil Mundinger, D.P.H.

/s/ PHILLIP M. NUDELMAN, PH.D.                   Director                                    July 10, 1998
-------------------------------------                                                             ---  
Phillip M. Nudelman, Ph.D.
II-6
EXHIBIT INDEX
                                 -------------

      Exhibit
        No.    Exhibit
      -------  -------

      4.1      Registrant's Restated Articles of Incorporation (incorporated by
               reference to exhibits to the Registrant's Registration Statement
               on Form S-1, No. 33-4154).
      4.2      Registrant's Restated Bylaws (incorporated by reference to
               exhibits to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended September 30, 1996, filed on November
               14, 1996).
      4.3      Specimen Common Stock Certificate (incorporated by reference to
               exhibits to the Registrant's Registration Statement on Form 10
               filed on April 29, 1996 (as amended on June 27, 1996 and June 28,
               1996)).
      4.4      Form of Rights Agreement dated as of November 11, 1996, between
               the Registrant and Harris Trust Company of California, which
               includes the Form of Rights Certificate as Exhibit A, the Summary
               of Rights to Purchase Preferred Stock as Exhibit B and the Form
               of Certificate of Designation of the Series C Preferred Stock as
               Exhibit C (incorporated by reference to exhibits to the
               Registrant's Registration Statement on Form 8-A filed on November
               15, 1996).
      5        Opinion and Consent of Davis Wright Tremaine LLP.
      23.1     Consent of Ernst & Young LLP, Independent Auditors.
      23.2     Consent of Davis Wright Tremaine LLP is contained in Exhibit 5.
      24       Power of Attorney.  Reference is made to page II-5 of this
               Registration Statement.
      99.1     Registrant's 1994 Equity Incentive Plan.