As filed with the Securities and Exchange Commission on November 5, 1998

                                  	Registration Statement No. 333-     
-------------------------------------------------------------------------


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

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

                           	Anika Therapeutics, Inc.

             	(Exact Name of Registrant as Specified in Its Charter)

    	Massachusetts	                                04-3145961
------------------------            ---------------------------------------
(State of Incorporation)            (I.R.S. Employer Identification Number)

                          	236 West Cummings Park
                        	Woburn, Massachusetts 01801
        -------------------------------------------------------------
       	(Address, including zip code, of Principal Executive Offices)

             	Anika Therapeutics, Inc. 1993 Stock Option Plan
              -----------------------------------------------
                        	(Full Title of the Plan)



                           	J. MELVILLE ENGLE
                 	 President and Chief Executive Officer
                         	 Anika Therapeutics, Inc.
                           	236 West Cummings Park
                         	Woburn, Massachusetts 01801
                              	(781) 932-6616

     	(Name, Address, and Telephone Number, Including Area Code, of Agent 
                                 For Service)
                       	____________________________

                              	With copies to:

                             	H. DAVID HENKEN, ESQ.
                          	GOODWIN, PROCTER & HOAR LLP							
                          							Exchange Place	     
                         Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                         ------------------------------
                        	CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                    Proposed     Proposed
Title of                            Maximum      Maximum       Amount
Securities        Amount            Offering     Aggregate     of 
to be             to be             Price Per    Offering      Registration
Registered        Registered (1)    Share        Price         Fee
----------------------------------------------------------------------------
<S>               <C>               <C>          <C>           <C>  
Common Stock,  
par value $.01 
per share         1,000,000         $5.438(2)    $5,438,000     $1,511.76
----------------------------------------------------------------------------
(1)	Plus such additional number of shares as may be required pursuant to the 
Registrant's 1993 Stock Option Plan in the event of a stock dividend, reverse 
stock split, split-up, recapitalization or other similar event.

(2)	This estimate is based on the average of the high and low sales prices of
the common stock of Anika Therapeutics, Inc., par value $.01 per share, as 
reported on the Nasdaq National Market on October 30, 1998, pursuant to 
Rule 457(c) and (h) under the Securities Act of 1933, as amended 
(the "Securities Act"), solely for purposes of determining the registration 
fee.	
	
</TABLE>

<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.	Incorporation of Documents by Reference.

Anika Therapeutics, Inc. (the "Registrant") hereby incorporates by reference 
the documents listed in (a) through (c) below, which have previously been 
filed with the Securities and Exchange Commission (the "Commission"):

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

          (b) All other reports filed by the Registrant pursuant to Section 
              13(a) or 15(d) of the Securities Exchange Act of 1934, as 
              amended (the "Exchange Act") after December 31, 1997; and

          (c)	The description of the Registrant's common stock contained in 
              the Registrant's Registration Statement on Form 10, filed on 
              March 5, 1993 and updated by the Registrant's Registration 
              Statement on Form SB-2, as amended, filed on October 29, 1997.

In addition, all documents subsequently filed with the Commission by the 
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act prior to the filing of a post-effective amendment which indicates that 
all securities offered hereunder have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this registration statement and to be a part hereof from the 
date of filing of such documents.

Item 4.	Description of Securities.

Not applicable.

Item 5.	Interests of Named Experts and Counsel.

The legality of the Common Stock offered hereby will be passed upon for the 
Registrant by Goodwin, Procter & Hoar LLP.  As of the date of this 
Registration Statement, a total of 19,490 shares of Common Stock were 
beneficially owned by partner of Goodwin, Procter & Hoar LLP.


Item 6.	Indemnification of Directors and Officers.

The Company is a Massachusetts corporation.  Chapter 156B, Section 13 of the 
Massachusetts Business Corporation Law (the "MBCL"), enables a corporation 
in its original articles of organization or an amendment thereto to eliminate 
or limit the personal liability of a director for monetary damages for 
violations of the director's fiduciary duty, except (i) for any breach of 
the director's duty of loyalty to the corporation or its stockholders, 
(ii) for acts or omissions not in good faith or which involve intentional 
misconduct or a knowing violation of law, (iii) pursuant to Sections 61 and 
62 of the MBCL (providing for liability of directors for authorizing illegal
distributions and for making loans to directors, officers  and certain 
shareholders), or (iv) for any transaction from which a director derived an 
improper personal benefit.

Chapter 156B, Section 67 of the MBCL, provides that a corporation may 
indemnify directors, officers, employees and other agents and persons who 
serve at its request as directors, officers, employees or other agents of 
another organization or who serve at its request in any capacity with 
respect to any employee benefit plan, to the extent specified or authorized by 
the articles of organization, a by-law adopted by the stockholders or a vote 
adopted by the holders of a majority of the shares of stock entitled to vote
on the election of directors.  Such indemnification may include payment by the 
corporation of expenses incurred in defending a civil or criminal action or 
proceeding in advance of the final disposition of such action or proceeding, 
upon receipt of an undertaking by the person indemnified to repay such payment 
if he shall be adjudicated to be not entitled to indemnification under 
Section 67 which undertaking may be accepted with reference to the financial 
ability of such person to make repayment.  Any such indemnification may be 
provided although the person to be indemnified is no longer an officer, 
director, employee or agent of the corporation or of such other organization 
or no longer serves with respect to any such employee benefit plan.  No 
indemnification shall be provided, however, for any person with respect to 
any matter as to which he shall have been adjudicated in any proceeding not 
to have acted in good faith in the reasonable belief that his action was in 
the best interest of the corporation or to the extent that such matter relates 
to service with respect to any employee benefit plan, in the best interests 
of the participants or beneficiaries of such employee benefit plan.	


Article 6A of the Registrant's Restated Articles of Organization, as amended 
(the "Articles of Organization"), provides that except to the extent that 
Chapter 156B of the Massachusetts General Laws prohibits the elimination or 
limitation of liability of directors for breaches of fiduciary duty, no 
director of the Registrant shall be personally liable to the Registrant or 
its stockholders for monetary damages for any breach of fiduciary duty as a 
director, notwithstanding any provision of law imposing such liability.

<PAGE>
Article 6B of the Articles of Organization, provides that the Registrant shall 
indemnify each person who was or is a party or is threatened to be made a 
party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, by reason of the 
fact that he is or was, or has agreed to become, a director or officer of 
the Registrant, or in any capacity with respect to any employee benefit plan of 
the Registrant (an "Indemnitee") against amounts paid and expenses incurred 
in connection with an action, suit  or proceeding and any appeal therefrom, or 
settlement thereof, unless the Indemnitee shall be finally adjudicated not 
to have acted in good faith in the reasonable belief that his action 
was in the best interest of the Registrant (or participants or beneficiaries 
of any employee benefit plan of the Registrant).   The Registrant shall not 
indemnify an Indemnitee seeking indemnification in connection with a proceeding 
initiated by the Indemnitee unless the initiation thereof was approved by 
the Board of Directors of the Registrant.

Article 6B permits the payment by the Registrant of expenses incurred in 
defending any action, suit, proceeding or investigation in advance of its 
final disposition, if the Registrant does not assume the defense of Indemnitee, 
subject to receipt of an undertaking by the Indemnitee to repay such payment 
if it is ultimately determined that such Indemnitee is not entitled 
to indemnification under the Articles of Organization.

Article 6B further permits that no indemnification or advancement of expenses 
may be made if such Indemnitee did not act in good faith in the reasonable 
belief that his action was in the best interest of the Registrant.  Such 
determination shall be made in each instance by (a) a majority vote of a 
quorum of the directors of the Registrant, (b) a majority vote of a quorum 
of the outstanding shares of stock of all classes entitled to vote for 
directors, voting as a single class, which quorum shall consist of 
stockholders who are not at that time parties to the action, suit or 
proceeding in question, (c) independent legal counsel (who may be regular 
legal counsel to the Registrant), or (d) a court of competent jurisdiction.

The Registrant has directors and officers liability insurance for the 
benefit of its directors and officers.

Item 7.	Exemption From Registration Claimed.

Not applicable.

Item 8.	Exhibits.

The following is a complete list of exhibits filed or incorporated by 
reference as part of this registration statement:

<TABLE>
<CAPTION>
	<S>     <C>
	5.1	    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the 
         securities being registered.
	23.1   	Consent of Goodwin, Procter & Hoar LLP (included in their opinion 
         filed as Exhibit 5.1 hereto).
	23.2	   Consent of KPMG Peat Marwick LLP.
	24.1	   Power of Attorney (included on the signature page of this 
         registration statement).
</TABLE>
	

Item 9.	Undertakings.

(a)	The Registrant hereby undertakes:

     (1)	To file, during any period in which the Registrant offers or sells 
         securities, 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 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 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 "Calculation 
                  of Registration Fee" table in the effective Registration 
                  Statement;

           (iii)  To include any material information with respect to the plan 
                  of distribution not previously disclosed in the Registration 
                  Statement or any material change to such information in the 
                  Registration Statement;
<PAGE>

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

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

(b)	Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of the 
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Securities 
Act 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 
Securities Act and will be governed by the final adjudication of such issue.

<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 Woburn, Massachusetts on 
this 4th day of November 1998.

Anika Therapeutics, Inc.


By:/s/ J. Melville Engle
  	---------------------
   J. Melville Engle, President (Principal Executive Officer) 
   and Director


                     	POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and 
directors of Anika Therapeutics, Inc. hereby severally constitute 
J. Melville Engle and Sean F. Moran, and each of them individually, our 
true and lawful attorneys with full power to them, to sign for us and in 
our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and 
generally do all such things in our names and in our capacities as 
officers and directors to enable Anika Therapeutics, Inc. to comply with 
the provisions of the Securities Act of 1933, and all requirements of the 
Securities and Exchange Commission, hereby ratifying and conforming our 
signatures as they may be signed by our said attorneys, or any of them, to 
said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on 
the date indicated.

<TABLE>
<CAPTION>
SIGNATURE	                      CAPACITY	                   DATE
--------------------            ---------------------       ----------------
<S>                             <C>                         <C>
                	
/s/ David A. Swann              Chairman of the Board       November 5, 1998
--------------------            of Directors
David A. Swann                 

/s/ Joseph L. Bower             Director                    November 5, 1998
-------------------
Joseph L. Bower

/s/ Eugene A. Davidson          Director                    November 5, 1998 
----------------------
Eugene A. Davidson

/s/ Jonathan D. Donaldson       Director                    November 5, 1998
-------------------------
Jonathan D. Donaldson
                                         
/s/ Samuel McKay                Director                    November 5, 1998
-------------------------
Samuel McKay
                                          
/s/ Harvey Sadow                Director                    November 5, 1998
-------------------------
Harvey Sadow

                                         
/s/ Steven E. Wheeler           Director                    November 5, 1998
---------------------
Steven E. Wheeler

                                          
/s/ J. Melville Engle           President (Principle        November 5, 1998
---------------------           Executive Officer) and
J. Melville Engle               Director
  
                                          
/s/ Sean F. Moran               Vice President of Finance   November 5, 1998
-----------------               and Treasurer (Principal
Sean F. Moran                   Financial and Accounting 
                                Officer)
 
</TABLE>


<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.						Description							                                      Page
-----------      -----------------------------------------------         ----
<S>              <C>                                                     <C>
	5.1	            Opinion of Goodwin, Procter & Hoar LLP as to the 
                 legality of the securities being registered.            4
	23.1	           Consent of Goodwin, Procter & Hoar LLP (included 
                 in their opinion filed as Exhibit 5.1 hereto).          4
	23.2	           Consent of KPMG Peat Marwick LLP.								               5
	24.1	           Power of Attorney (included on the signature 
                 page of this registration statement).                 		3
 27.1	           Financial Data Schedule

</TABLE>

<PAGE>
EXHIBIT 5.1

November 5, 1998



Anika Therapeutics, Inc.
236 West Cummings Park
Woburn, MA 01801

Ladies and Gentlemen:

This opinion is delivered in our capacity as counsel to Anika Therapeutics, 
Inc. (the "Company") in connection with the preparation and filing with the 
Securities and Exchange Commission under the Securities Act of 1933, as 
amended, of a Registration Statement on Form S-8 (the "Registration 
Statement") relating to the issuance of shares of 1,000,000 shares of 
common stock, par value $.01 per share, of the Company (the "Shares"), 
issuable under the Company's 1993 Stock Option Plan.

As counsel for the Company, we have examined the Company's Amended and 
Restated Articles of Organization and By-laws, each as presently in effect, 
and such records, certificates and other documents of the Company as we 
have deemed necessary or appropriate for the purposes of this opinion.  
We have also relied upon representations from the Company as to certain 
factual matters relevant to this opinion. 

Based on the foregoing, we are of the opinion that the Shares are duly 
authorized by the Company, and such Shares when issued and paid for in 
accordance with the terms of the Plan will be legally issued, fully paid 
and non-assessable.

We hereby consent to being named as counsel to the Company in the 
Registration Statement and to the inclusion of this opinion as an exhibit 
to the Registration Statement.

Very truly yours,


GOODWIN, PROCTER & HOAR  LLP

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



We consent to incorporation by reference in the registration statement 
(No. 333-xxxx) on Form S-8 of Anika Therapeutics, Inc. of our report dated 
February 18, 1998, relating to the balance sheets of Anika Therapeutics, Inc. 
as of December 31, 1997 and 1996, and the related statements of operations, 
stockholders' equity, and cash flows for the year ended December 31, 1997, 
the four month transitional year ended December 31, 1996 and the year ended 
August 31, 1996, which report appears in the December 31, 1997 annual report
on Form 10-KSB of Anika Therapeutics, Inc. 


KPMG PEAT MARWICK LLP


Boston, Massachusetts
November 4, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21690}]
{"company-data": {"conformed-name": "ANIKA THERAPEUTICS INC", "cik": "0000898437", "assigned-sic": "2836", "irs-number": "043145961", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66831", "film-number": "98738520"}, "business-address": {"street1": "236 WEST CUMMINGS PARK", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "6179326616"}, "mail-address": {"street1": "236 WEST CUMMINGS PARK", "city": "WOBURN", "state": "MA", "zip": "01801"}, "former-company": {"former-conformed-name": "ANIKA RESEARCH INC", "date-changed": "19930309"}}
As filed with the Securities and Exchange Commission on November 5, 1998

                                  	Registration Statement No. 333-     
-------------------------------------------------------------------------

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

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

                           	Anika Therapeutics, Inc.

             	(Exact Name of Registrant as Specified in Its Charter)

    	Massachusetts	                                04-3145961
------------------------            ---------------------------------------
(State of Incorporation)            (I.R.S. Employer Identification Number)

                          	236 West Cummings Park
                        	Woburn, Massachusetts 01801
        -------------------------------------------------------------
       	(Address, including zip code, of Principal Executive Offices)

             	Anika Therapeutics, Inc. 1993 Stock Option Plan
              -----------------------------------------------
                        	(Full Title of the Plan)

                           	J. MELVILLE ENGLE
                 	 President and Chief Executive Officer
                         	 Anika Therapeutics, Inc.
                           	236 West Cummings Park
                         	Woburn, Massachusetts 01801
                              	(781) 932-6616

     	(Name, Address, and Telephone Number, Including Area Code, of Agent 
                                 For Service)
                       	____________________________

                              	With copies to:

                             	H. DAVID HENKEN, ESQ.
                          	GOODWIN, PROCTER & HOAR LLP							
                          							Exchange Place	     
                         Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                         ------------------------------
                        	CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------
                                    Proposed     Proposed
Title of                            Maximum      Maximum       Amount
Securities        Amount            Offering     Aggregate     of 
to be             to be             Price Per    Offering      Registration
Registered        Registered (1)    Share        Price         Fee
----------------------------------------------------------------------------
Common Stock,  
par value $.01 
per share         1,000,000         $5.438(2)    $5,438,000     $1,511.76
----------------------------------------------------------------------------
(1)	Plus such additional number of shares as may be required pursuant to the 
Registrant's 1993 Stock Option Plan in the event of a stock dividend, reverse 
stock split, split-up, recapitalization or other similar event.

(2)	This estimate is based on the average of the high and low sales prices of
the common stock of Anika Therapeutics, Inc., par value $.01 per share, as 
reported on the Nasdaq National Market on October 30, 1998, pursuant to 
Rule 457(c) and (h) under the Securities Act of 1933, as amended 
(the "Securities Act"), solely for purposes of determining the registration 
fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

Anika Therapeutics, Inc. (the "Registrant") hereby incorporates by reference 
the documents listed in (a) through (c) below, which have previously been 
filed with the Securities and Exchange Commission (the "Commission"):

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

          (b) All other reports filed by the Registrant pursuant to Section 
              13(a) or 15(d) of the Securities Exchange Act of 1934, as 
              amended (the "Exchange Act") after December 31, 1997; and

          (c)	The description of the Registrant's common stock contained in 
              the Registrant's Registration Statement on Form 10, filed on 
              March 5, 1993 and updated by the Registrant's Registration 
              Statement on Form SB-2, as amended, filed on October 29, 1997.

In addition, all documents subsequently filed with the Commission by the 
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act prior to the filing of a post-effective amendment which indicates that 
all securities offered hereunder have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this registration statement and to be a part hereof from the 
date of filing of such documents.

Item 4.	Description of Securities.

Not applicable.

Item 5.	Interests of Named Experts and Counsel.

The legality of the Common Stock offered hereby will be passed upon for the 
Registrant by Goodwin, Procter & Hoar LLP.  As of the date of this 
Registration Statement, a total of 19,490 shares of Common Stock were 
beneficially owned by partner of Goodwin, Procter & Hoar LLP.

Item 6.	Indemnification of Directors and Officers.

The Company is a Massachusetts corporation.  Chapter 156B, Section 13 of the 
Massachusetts Business Corporation Law (the "MBCL"), enables a corporation 
in its original articles of organization or an amendment thereto to eliminate 
or limit the personal liability of a director for monetary damages for 
violations of the director's fiduciary duty, except (i) for any breach of 
the director's duty of loyalty to the corporation or its stockholders, 
(ii) for acts or omissions not in good faith or which involve intentional 
misconduct or a knowing violation of law, (iii) pursuant to Sections 61 and 
62 of the MBCL (providing for liability of directors for authorizing illegal
distributions and for making loans to directors, officers  and certain 
shareholders), or (iv) for any transaction from which a director derived an 
improper personal benefit.

Chapter 156B, Section 67 of the MBCL, provides that a corporation may 
indemnify directors, officers, employees and other agents and persons who 
serve at its request as directors, officers, employees or other agents of 
another organization or who serve at its request in any capacity with 
respect to any employee benefit plan, to the extent specified or authorized by 
the articles of organization, a by-law adopted by the stockholders or a vote 
adopted by the holders of a majority of the shares of stock entitled to vote
on the election of directors.  Such indemnification may include payment by the 
corporation of expenses incurred in defending a civil or criminal action or 
proceeding in advance of the final disposition of such action or proceeding, 
upon receipt of an undertaking by the person indemnified to repay such payment 
if he shall be adjudicated to be not entitled to indemnification under 
Section 67 which undertaking may be accepted with reference to the financial 
ability of such person to make repayment.  Any such indemnification may be 
provided although the person to be indemnified is no longer an officer, 
director, employee or agent of the corporation or of such other organization 
or no longer serves with respect to any such employee benefit plan.  No 
indemnification shall be provided, however, for any person with respect to 
any matter as to which he shall have been adjudicated in any proceeding not 
to have acted in good faith in the reasonable belief that his action was in 
the best interest of the corporation or to the extent that such matter relates 
to service with respect to any employee benefit plan, in the best interests 
of the participants or beneficiaries of such employee benefit plan.	

Article 6A of the Registrant's Restated Articles of Organization, as amended 
(the "Articles of Organization"), provides that except to the extent that 
Chapter 156B of the Massachusetts General Laws prohibits the elimination or 
limitation of liability of directors for breaches of fiduciary duty, no 
director of the Registrant shall be personally liable to the Registrant or 
its stockholders for monetary damages for any breach of fiduciary duty as a 
director, notwithstanding any provision of law imposing such liability.
Article 6B of the Articles of Organization, provides that the Registrant shall 
indemnify each person who was or is a party or is threatened to be made a 
party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, by reason of the 
fact that he is or was, or has agreed to become, a director or officer of 
the Registrant, or in any capacity with respect to any employee benefit plan of 
the Registrant (an "Indemnitee") against amounts paid and expenses incurred 
in connection with an action, suit  or proceeding and any appeal therefrom, or 
settlement thereof, unless the Indemnitee shall be finally adjudicated not 
to have acted in good faith in the reasonable belief that his action 
was in the best interest of the Registrant (or participants or beneficiaries 
of any employee benefit plan of the Registrant).   The Registrant shall not 
indemnify an Indemnitee seeking indemnification in connection with a proceeding 
initiated by the Indemnitee unless the initiation thereof was approved by 
the Board of Directors of the Registrant.

Article 6B permits the payment by the Registrant of expenses incurred in 
defending any action, suit, proceeding or investigation in advance of its 
final disposition, if the Registrant does not assume the defense of Indemnitee, 
subject to receipt of an undertaking by the Indemnitee to repay such payment 
if it is ultimately determined that such Indemnitee is not entitled 
to indemnification under the Articles of Organization.

Article 6B further permits that no indemnification or advancement of expenses 
may be made if such Indemnitee did not act in good faith in the reasonable 
belief that his action was in the best interest of the Registrant.  Such 
determination shall be made in each instance by (a) a majority vote of a 
quorum of the directors of the Registrant, (b) a majority vote of a quorum 
of the outstanding shares of stock of all classes entitled to vote for 
directors, voting as a single class, which quorum shall consist of 
stockholders who are not at that time parties to the action, suit or 
proceeding in question, (c) independent legal counsel (who may be regular 
legal counsel to the Registrant), or (d) a court of competent jurisdiction.

The Registrant has directors and officers liability insurance for the 
benefit of its directors and officers.

Item 7.	Exemption From Registration Claimed.

Not applicable.

Item 8.	Exhibits.

The following is a complete list of exhibits filed or incorporated by 
reference as part of this registration statement:
5.1	    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the 
         securities being registered.
	23.1   	Consent of Goodwin, Procter & Hoar LLP (included in their opinion 
         filed as Exhibit 5.1 hereto).
	23.2	   Consent of KPMG Peat Marwick LLP.
	24.1	   Power of Attorney (included on the signature page of this 
         registration statement).
Item 9.	Undertakings.

(a)	The Registrant hereby undertakes:

     (1)	To file, during any period in which the Registrant offers or sells 
         securities, 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 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 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 "Calculation 
                  of Registration Fee" table in the effective Registration 
                  Statement;

           (iii)  To include any material information with respect to the plan 
                  of distribution not previously disclosed in the Registration 
                  Statement or any material change to such information in the 
                  Registration Statement;
(2)	That, for the purpose of determining any liability under the 
          Securities Act, treat each such post-effective amendment as a new 
          registration statement of the securities offered, and the offering 
          of such securities at that time shall be deemed to be the initial 
          bona fide; and 

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

(b)	Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of the 
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Securities 
Act 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 
Securities Act and will be governed by the final adjudication of such issue.
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 Woburn, Massachusetts on 
this 4th day of November 1998.

Anika Therapeutics, Inc.

By:/s/ J. Melville Engle
  	---------------------
   J. Melville Engle, President (Principal Executive Officer) 
   and Director

                     	POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and 
directors of Anika Therapeutics, Inc. hereby severally constitute 
J. Melville Engle and Sean F. Moran, and each of them individually, our 
true and lawful attorneys with full power to them, to sign for us and in 
our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and 
generally do all such things in our names and in our capacities as 
officers and directors to enable Anika Therapeutics, Inc. to comply with 
the provisions of the Securities Act of 1933, and all requirements of the 
Securities and Exchange Commission, hereby ratifying and conforming our 
signatures as they may be signed by our said attorneys, or any of them, to 
said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on 
the date indicated.
SIGNATURE	                      CAPACITY	                   DATE
--------------------            ---------------------       ----------------
/s/ David A. Swann              Chairman of the Board       November 5, 1998
--------------------            of Directors
David A. Swann                 

/s/ Joseph L. Bower             Director                    November 5, 1998
-------------------
Joseph L. Bower

/s/ Eugene A. Davidson          Director                    November 5, 1998 
----------------------
Eugene A. Davidson

/s/ Jonathan D. Donaldson       Director                    November 5, 1998
-------------------------
Jonathan D. Donaldson
                                         
/s/ Samuel McKay                Director                    November 5, 1998
-------------------------
Samuel McKay
                                          
/s/ Harvey Sadow                Director                    November 5, 1998
-------------------------
Harvey Sadow

                                         
/s/ Steven E. Wheeler           Director                    November 5, 1998
---------------------
Steven E. Wheeler

                                          
/s/ J. Melville Engle           President (Principle        November 5, 1998
---------------------           Executive Officer) and
J. Melville Engle               Director
  
                                          
/s/ Sean F. Moran               Vice President of Finance   November 5, 1998
-----------------               and Treasurer (Principal
Sean F. Moran                   Financial and Accounting 
                                Officer)
EXHIBIT INDEX
Exhibit No.						Description							                                      Page
-----------      -----------------------------------------------         ----
5.1	            Opinion of Goodwin, Procter & Hoar LLP as to the 
                 legality of the securities being registered.            4
	23.1	           Consent of Goodwin, Procter & Hoar LLP (included 
                 in their opinion filed as Exhibit 5.1 hereto).          4
	23.2	           Consent of KPMG Peat Marwick LLP.								               5
	24.1	           Power of Attorney (included on the signature 
                 page of this registration statement).                 		3
 27.1	           Financial Data Schedule
EXHIBIT 5.1

November 5, 1998

Anika Therapeutics, Inc.
236 West Cummings Park
Woburn, MA 01801

Ladies and Gentlemen:

This opinion is delivered in our capacity as counsel to Anika Therapeutics, 
Inc. (the "Company") in connection with the preparation and filing with the 
Securities and Exchange Commission under the Securities Act of 1933, as 
amended, of a Registration Statement on Form S-8 (the "Registration 
Statement") relating to the issuance of shares of 1,000,000 shares of 
common stock, par value $.01 per share, of the Company (the "Shares"), 
issuable under the Company's 1993 Stock Option Plan.

As counsel for the Company, we have examined the Company's Amended and 
Restated Articles of Organization and By-laws, each as presently in effect, 
and such records, certificates and other documents of the Company as we 
have deemed necessary or appropriate for the purposes of this opinion.  
We have also relied upon representations from the Company as to certain 
factual matters relevant to this opinion. 

Based on the foregoing, we are of the opinion that the Shares are duly 
authorized by the Company, and such Shares when issued and paid for in 
accordance with the terms of the Plan will be legally issued, fully paid 
and non-assessable.

We hereby consent to being named as counsel to the Company in the 
Registration Statement and to the inclusion of this opinion as an exhibit 
to the Registration Statement.

Very truly yours,

GOODWIN, PROCTER & HOAR  LLP
EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to incorporation by reference in the registration statement 
(No. 333-xxxx) on Form S-8 of Anika Therapeutics, Inc. of our report dated 
February 18, 1998, relating to the balance sheets of Anika Therapeutics, Inc. 
as of December 31, 1997 and 1996, and the related statements of operations, 
stockholders' equity, and cash flows for the year ended December 31, 1997, 
the four month transitional year ended December 31, 1996 and the year ended 
August 31, 1996, which report appears in the December 31, 1997 annual report
on Form 10-KSB of Anika Therapeutics, Inc. 

KPMG PEAT MARWICK LLP

Boston, Massachusetts
November 4, 1998