content: <PAGE>   1
  
  
                                 
                                                        
                As filed with the Securities and Exchange Commission
                                  on May 23, 1994
                                                        Registration No. 33-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                              GENETICS INSTITUTE, INC.
                 -------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
               DELAWARE                               04-2718435
    -------------------------------               ------------------
    (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)               Identification No.)
  
  87 CAMBRIDGEPARK DRIVE, CAMBRIDGE, MASSACHUSETTS     02140
  - ------------------------------------------------   ----------
      (Address of Principal Executive Offices)       (Zip Code)
  
                         1991 EMPLOYEE STOCK PURCHASE PLAN
                         ---------------------------------
                              (Full title of the plan)
  
                                MARK G. BORDEN, ESQ.
                                   HALE AND DORR
                                  60 STATE STREET
                            BOSTON, MASSACHUSETTS 02109
                      ---------------------------------------
                      (Name and address of agent for service)
  
                                   (617) 526-6000
           ------------------------------------------------------------
           (Telephone number, including area code, of agent for service)
  <TABLE>
  ===============================================================================
                          CALCULATION OF REGISTRATION FEE
  
  <CAPTION>
                                 Proposed   Proposed
  Title of                       maximum    maximum
  securities         Amount      offering   aggregate     Amount of
  to be              to be       price      offering      registration
  registered         registered  per share  price         fee
  - ----------         ----------  ---------  ---------     ------------
  <S>                  <C>       <C>        <C>            <C>
  Depositary Shares,   300,000   $43.125(1) $12,937,500(1)  $4,461.21     
  each representing    shares
  one share of
  Common Stock,
  $.01 par value,
  subject to a call
  option and
  evidenced by a
  depositary
  receipt                                                              
  - ---------------------------------------------------------------------
  </TABLE>
  
  
                             
                     
  
  <PAGE>   2
  
  
  <TABLE>
  <S>                       <C>      <C>            <C>          <C>
  Common Stock,
  $.01 par value            (2)      N/A            N/A          (3)   
  - ---------------------------------------------------------------------
  <FN>
  (1)  Estimated solely for the purpose of calculating the
       registration fee, and based upon the average of the
       high and low prices of the Common Stock on the Nasdaq
       National Market on May 17, 1994 in accordance with
       Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  (2)  Such number of shares of Common Stock as are represented
       by the Depositary Shares registered hereby.
  
  (3)  Because the Common Stock is issued for no consideration,
       no registration fee is required with respect thereto.
  - ---------------------------------------------------------------------
  </TABLE>
  
  <PAGE>   3
  
    PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
         The information required by Part I is included in documents
    sent or given to participating employees of the 1991 Employee
    Stock Purchase Plan of Genetics Institute, Inc. (the "Registrant")
    pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
    amended (the "Securities Act").
  
    PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
         Item 3.  Incorporation of Certain Documents by Reference.
                  ------------------------------------------------
  
         The Registrant is subject to the informational and reporting
    requirements of Sections 13(a), 14, and 15(d) of the Securities
    Exchange Act of 1934 (as amended, the "Exchange Act"), and in
    accordance therewith files reports, proxy statements and other
    information with the Securities and Exchange Commission.  The
    following documents, which are filed with the Securities and
    Exchange Commission, are incorporated in this Prospectus by
    reference:
  
              (1)  The Registrant's latest annual report, as amended,
         filed pursuant to Section 13(a) or 15(d) of the Exchange Act,
         or the latest prospectus filed pursuant to Rule 424(b), or
         otherwise, under the Securities Act that contains audited
         financial statements for the Registrant's latest fiscal year
         for which such statements have been filed.
  
              (2)  All other reports filed pursuant to Section 13(a)
         or 15(d) of the Exchange Act since the end of the fiscal year
         covered by the annual report or the prospectus referred to in
         (1) above.
  
              (3)  The description of the common stock of the
         Registrant, par value $.01 per share ("Common Stock"),
         contained in a registration statement filed under the
         Exchange Act, including any amendment or report filed for the
         purpose of updating such description.
  
              (4)  The description of the depositary shares of the
         Registrant, each representing one share of Common Stock,
         subject to a call option and evidenced by a depositary
         receipt (the "Depositary Shares"), contained in a
         registration statement filed under the Exchange Act,
         including any amendment or report filed for the purpose of
         updating such description.
  
              (5)  The Registrant's definitive proxy statement or
         information statement, if any, filed pursuant to Section 14
         of the Exchange Act in connection with the latest annual
  
  
  <PAGE>   4
  
         meeting of its stockholders, and any definitive proxy or
         information statements so filed in connection with any
         subsequent special meetings of its stockholders.
  
              (6)  Information as to stock options, including the
         amount outstanding, exercises, prices and expiration dates,
         included in the Registrant's definitive proxy statement,
         described in (4) above and which will be included in the
         future either in the Registrant's proxy statements, annual
         reports or appendices to the prospectus.
  
         All documents subsequently filed 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 shares of Common Stock offered hereby have been sold or which
    deregisters all shares of Common Stock then remaining unsold,
    shall be deemed to be incorporated by reference herein and to be
    part hereof from the date of the filing of such documents.
  
         Item 4.  Description of Securities.
                  -------------------------
  
              Not applicable.
  
         Item 5.  Interests of Named Experts and Counsel.
                  --------------------------------------
  
              Not applicable.
  
         Item 6.  Indemnification
                  ---------------
  
         Article TENTH of the Company's Restated Certificate of
    Incorporation provides that no director of the Company shall be
    liable for any breach of fiduciary duty, except to the extent that
    the Delaware General Corporation Law prohibits the elimination of
    limitation of liability of directors for breach of fiduciary duty.
  
         Article ELEVENTH of the Company's Restated Certificate of
    Incorporation provides that a director or officer of the Company
    (a) shall be indemnified by the Company against all costs,
    charges, expenses, (including attorneys' fees), judgments, fines
    and amounts paid in settlement actually and reasonably incurred in
    connection with any litigation or other legal proceeding (other
    than an action by or in the right of Genetics Institute) brought
    against such person by virtue of such person's position as a
    director or officer of the Company if such person acted in good
    faith and in a manner such person reasonably believed to be in, or
    not opposed to, the best interests of the Company, and, with
    respect to any criminal action or proceeding, has no reasonable
    cause to believe such person's conduct was unlawful and (b) shall
    be indemnified by the Company against all costs, charges and
    expenses (including attorneys' fees) actually and reasonably
    incurred in connection with any action by or in the right of the
    Company brought against such person by virtue or such person's
  
  
                                        -2-
  <PAGE>   5
  
    position as a director or officer of the Company if such person
    acted in good faith and in a manner such person reasonably
    believed to be in, or not opposed to, the best interests of the
    Company, except that no indemnification shall be made with respect
    to any such matters as to which such person shall have been
    adjudged to be liable to the Company, unless a court determines
    that, despite such adjudication, in view of all of the
    circumstances, such person is entitled to indemnification of such
    expenses.  Notwithstanding the foregoing, to the extent that a
    director or officer has been successful, on the merits or
    otherwise, including without limitation, the dismissal of an
    action without prejudice or the settlement of an action without
    admission of liability, such person is required to be indemnified
    by the Company against all costs, charges and expenses (including
    attorneys' fees) actually and reasonably incurred in connection
    therewith.  Expenses shall be advanced to a director or officer at
    such person's request, provided that such person undertakes to
    repay the amount advanced if it is ultimately determined that such
    person is not entitled to indemnification or such expenses.
  
         Indemnification is required to be made unless a majority of a
    quorum of the disinterested directors of the Board of Directors,
    or if no such quorum is met, independent legal counsel determines
    that the applicable standard of conduct required for
    indemnification has not been met.  In the event of a determination
    by a majority of a quorum of the disinterested directors of the
    Board of Directors or, if no such quorum is met, independent legal
    counsel that the director or officer did not meet the applicable
    standard of conduct required for indemnification, or if the
    Company fails to make a determination within 60 days after such
    payment is claimed by such person, such person is permitted to
    petition the court to make an independent determination as to
    whether such person is entitled to indemnification.  As a
    condition precedent to the right of indemnification, the director
    or officer must give the Company notice of the action for which
    indemnity is sought and the Company has the right to participate
    in such action or assume the defense thereof.
  
         Article ELEVENTH of the Company's Restated Certificate of
    Incorporation further provides that the indemnification set forth
    therein is not exclusive, and provides that in the event that the
    Delaware General Corporation Law is amended to expand the
    indemnification permitted to directors or officers, the Company
    must indemnify those persons to the fullest extent permitted by
    such laws as so amended.
  
         Substantially similar indemnification provisions are
    contained in the By-laws of the Company.
  
         Item 7.  Exemption from Registration Claimed
                  -----------------------------------
  
              Not applicable.
  
  
                                        -3-
  <PAGE>   6
  
         Item 8.  Exhibits.
                  --------
  
              The Exhibit Index immediately preceding the exhibits is
    incorporated herein by reference.
  
         Item 9.  Undertakings.
                  ------------
  
              1.   The Registrant hereby undertakes:
  
              (a)  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 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; and
  
            (iii)  To include any material information with respect to
         the plan of distribution not previously disclosed in the
         registration statement or any material change to such
         information in the registration statement;
  
         PROVIDED, HOWEVER that paragraphs (i) and (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 Company pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by
         reference in the registration statement.
  
              (b)  That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement relating
         to the securities offered therein, and the offering of such
         securities at that time shall be deemed to be the initial
         bona fide offering thereof.
  
              (c)  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.
  
         2.   The Registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act, each filing of
    the Company's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act (and, where applicable, each
  
  
                                        -4-
  
  <PAGE>   7
  
    filing of an employee benefit plan's annual report pursuant to
    Section 15(d) of the Exchange Act) that is incorporated by
    reference in the registration statement shall be deemed to be a
    new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be
    deemed to be in the initial bona fide offering thereof.
  
         3.   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.
  
  
  
                                        -5-
  <PAGE>   8
  
  
                               SIGNATURES
  
         Pursuant to the requirements of the Securities Act, 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 Boston, Commonwealth of Massachusetts on the 23rd day of May,
    1994.
  
  
                                       GENETICS INSTITUTE, INC.
  
  
                                           GABRIEL SCHMERGEL
                                       By: __________________________
                                           Gabriel Schmergel
                                           President and
                                           Chief Executive Officer
  
  
  
  
  
  
                            POWER OF ATTORNEY
  
         We, the undersigned officers and directors of Genetics
    Institute, Inc. hereby severally constitute Gabriel Schmergel,
    Garen G. Bohlin and Lawrence V. Stein, and each of them singly,
    our true and lawful attorneys with full power to them, and each of
    them singly, to sign for us and in our names in the capacities
    indicated below, the Registration Statement on Form S-8 filed
    herewith and any and all subsequent amendments to said
    Registration Statement, and generally to do all such things in our
    names and behalf in our capacities as officers and directors to
    enable Genetics Institute, Inc. to comply with all requirements of
    the Securities and Exchange Commission, hereby ratifying and
    confirming our signatures as they may be signed by said attorneys,
    or any of them, to said Registration Statement and any and all
    amendments thereto.
  
  
  
  
  
                                        -6-
  
  
  <PAGE>   9
  
         Pursuant to the requirements of the Securities Act, this
    Registration Statement has been signed below by the following
    persons in the capacities and on the dates indicated.
  
         Signature                     Title
         ---------                     -----
  
  
       GABRIEL SCHMERGEL      President, Chief           )
  - -------------------------   Executive Officer and      )
       Gabriel Schmergel      Director (Principal        )
                              Executive Office)          )
                                                         )
                                                         )
        GAREN G. BOHLIN       Executive Vice President   )
  - -------------------------   (Principal Financial and   )
        Garen G. Bohlin       Accounting Officer)        )
                                                         )
                                                         )
        BENNO C. SCHMIDT      Chairman of the Board and  )
  - -------------------------   Director                   )
        Benno C. Schmidt                                 )
                                                         )
                                                         )
                                                         )
  - -------------------------   Director                   )
        James G. Andress                                 )  May 23, 1994
                                                         )
                                                         )
        ANTHONY B. EVNIN      Director                   )
  - -------------------------                              )
        Anthony B. Evnin                                 )
                                                         )
                                                         )
          FRED HASSAN         Director                   )
  - -------------------------                              )
          Fred Hassan                                    )
                                                         )
                                                         )
                                                         )
  - -------------------------   Director                   )
       Thomas P. Maniatis                                )
                                                         )
                                                         )
         ROBERT I. LEVY       Director                   )
  - -------------------------                              )
         Robert I. Levy                                  )
                                                         )
  
  
                                     -7-
  
  <PAGE>   10
  
  <TABLE>
                               EXHIBIT INDEX
                               -------------
  
  <CAPTION>
  Exhibit
  Number       Description                                         Page
  - -------      -----------                                         ----
  <S>       <C>                                                    <C>
  3.(i)     Restated Certificate of Incorporation (1)              --
  
  3.(ii)    Restated By-laws of the Registrant (2)                 --
  
    5.1     Opinion of Hale and Dorr.
  
   23.1     Consent of Hale and Dorr (included in Exhibit 5.1).    --
  
   23.2     Consent of Arthur Andersen.                            --
  
   23.3     Consent of Coopers & Lybrand.                          --
  
   24.1     Power of Attorney (included in the signature
            pages of this Registration Statement).                 --
  
  
  
  
  <FN>
    ______________________
    (1)  Filed as an Exhibit to the Registrant's Annual Report on
         Form 10-K for the year ended November 30, 1990 and
         incorporated herein by reference.
  
    (2)  Filed as an Exhibit to the Registrant's Registration
         Statement on Form S-1 (File No. 33-14013) on May 5, 1987 and
         incorporated herein by reference.
  </TABLE>
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "GENETICS INSTITUTE FORM S-8", "secsgml_size_bytes": 22011}]
metadata_filer: {"company-data": {"conformed-name": "GENETICS INSTITUTE INC", "cik": "0000731336", "assigned-sic": "2836", "irs-number": "042718435", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53755", "film-number": "94529927"}, "business-address": {"street1": "87 CAMBRIDGE PK DR", "city": "CAMBRIDGE", "state": "MA", "zip": "02140", "phone": "6178761170"}, "mail-address": {"street1": "87 CAMBRIDGEPARK DR", "city": "CAMBRIDGE", "state": "MA", "zip": "02140"}}
text: 1
  
                                 
                                                        
                As filed with the Securities and Exchange Commission
                                  on May 23, 1994
                                                        Registration No. 33-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                              GENETICS INSTITUTE, INC.
                 -------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
               DELAWARE                               04-2718435
    -------------------------------               ------------------
    (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)               Identification No.)
  
  87 CAMBRIDGEPARK DRIVE, CAMBRIDGE, MASSACHUSETTS     02140
  - ------------------------------------------------   ----------
      (Address of Principal Executive Offices)       (Zip Code)
  
                         1991 EMPLOYEE STOCK PURCHASE PLAN
                         ---------------------------------
                              (Full title of the plan)
  
                                MARK G. BORDEN, ESQ.
                                   HALE AND DORR
                                  60 STATE STREET
                            BOSTON, MASSACHUSETTS 02109
                      ---------------------------------------
                      (Name and address of agent for service)
  
                                   (617) 526-6000
           ------------------------------------------------------------
           (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  per share  price         fee
  - ----------         ----------  ---------  ---------     ------------
  Depositary Shares,   300,000   $43.125(1) $12,937,500(1)  $4,461.21     
  each representing    shares
  one share of
  Common Stock,
  $.01 par value,
  subject to a call
  option and
  evidenced by a
  depositary
  receipt                                                              
  - ---------------------------------------------------------------------
  2
  Common Stock,
  $.01 par value            (2)      N/A            N/A          (3)   
  - ---------------------------------------------------------------------
  (1)  Estimated solely for the purpose of calculating the
       registration fee, and based upon the average of the
       high and low prices of the Common Stock on the Nasdaq
       National Market on May 17, 1994 in accordance with
       Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  (2)  Such number of shares of Common Stock as are represented
       by the Depositary Shares registered hereby.
  
  (3)  Because the Common Stock is issued for no consideration,
       no registration fee is required with respect thereto.
  - ---------------------------------------------------------------------
  3
  
    PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
         The information required by Part I is included in documents
    sent or given to participating employees of the 1991 Employee
    Stock Purchase Plan of Genetics Institute, Inc. (the "Registrant")
    pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
    amended (the "Securities Act").
  
    PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
         Item 3.  Incorporation of Certain Documents by Reference.
                  ------------------------------------------------
  
         The Registrant is subject to the informational and reporting
    requirements of Sections 13(a), 14, and 15(d) of the Securities
    Exchange Act of 1934 (as amended, the "Exchange Act"), and in
    accordance therewith files reports, proxy statements and other
    information with the Securities and Exchange Commission.  The
    following documents, which are filed with the Securities and
    Exchange Commission, are incorporated in this Prospectus by
    reference:
  
              (1)  The Registrant's latest annual report, as amended,
         filed pursuant to Section 13(a) or 15(d) of the Exchange Act,
         or the latest prospectus filed pursuant to Rule 424(b), or
         otherwise, under the Securities Act that contains audited
         financial statements for the Registrant's latest fiscal year
         for which such statements have been filed.
  
              (2)  All other reports filed pursuant to Section 13(a)
         or 15(d) of the Exchange Act since the end of the fiscal year
         covered by the annual report or the prospectus referred to in
         (1) above.
  
              (3)  The description of the common stock of the
         Registrant, par value $.01 per share ("Common Stock"),
         contained in a registration statement filed under the
         Exchange Act, including any amendment or report filed for the
         purpose of updating such description.
  
              (4)  The description of the depositary shares of the
         Registrant, each representing one share of Common Stock,
         subject to a call option and evidenced by a depositary
         receipt (the "Depositary Shares"), contained in a
         registration statement filed under the Exchange Act,
         including any amendment or report filed for the purpose of
         updating such description.
  
              (5)  The Registrant's definitive proxy statement or
         information statement, if any, filed pursuant to Section 14
         of the Exchange Act in connection with the latest annual
  4
  
         meeting of its stockholders, and any definitive proxy or
         information statements so filed in connection with any
         subsequent special meetings of its stockholders.
  
              (6)  Information as to stock options, including the
         amount outstanding, exercises, prices and expiration dates,
         included in the Registrant's definitive proxy statement,
         described in (4) above and which will be included in the
         future either in the Registrant's proxy statements, annual
         reports or appendices to the prospectus.
  
         All documents subsequently filed 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 shares of Common Stock offered hereby have been sold or which
    deregisters all shares of Common Stock then remaining unsold,
    shall be deemed to be incorporated by reference herein and to be
    part hereof from the date of the filing of such documents.
  
         Item 4.  Description of Securities.
                  -------------------------
  
              Not applicable.
  
         Item 5.  Interests of Named Experts and Counsel.
                  --------------------------------------
  
              Not applicable.
  
         Item 6.  Indemnification
                  ---------------
  
         Article TENTH of the Company's Restated Certificate of
    Incorporation provides that no director of the Company shall be
    liable for any breach of fiduciary duty, except to the extent that
    the Delaware General Corporation Law prohibits the elimination of
    limitation of liability of directors for breach of fiduciary duty.
  
         Article ELEVENTH of the Company's Restated Certificate of
    Incorporation provides that a director or officer of the Company
    (a) shall be indemnified by the Company against all costs,
    charges, expenses, (including attorneys' fees), judgments, fines
    and amounts paid in settlement actually and reasonably incurred in
    connection with any litigation or other legal proceeding (other
    than an action by or in the right of Genetics Institute) brought
    against such person by virtue of such person's position as a
    director or officer of the Company if such person acted in good
    faith and in a manner such person reasonably believed to be in, or
    not opposed to, the best interests of the Company, and, with
    respect to any criminal action or proceeding, has no reasonable
    cause to believe such person's conduct was unlawful and (b) shall
    be indemnified by the Company against all costs, charges and
    expenses (including attorneys' fees) actually and reasonably
    incurred in connection with any action by or in the right of the
    Company brought against such person by virtue or such person's
  
                                        -2-
  5
  
    position as a director or officer of the Company if such person
    acted in good faith and in a manner such person reasonably
    believed to be in, or not opposed to, the best interests of the
    Company, except that no indemnification shall be made with respect
    to any such matters as to which such person shall have been
    adjudged to be liable to the Company, unless a court determines
    that, despite such adjudication, in view of all of the
    circumstances, such person is entitled to indemnification of such
    expenses.  Notwithstanding the foregoing, to the extent that a
    director or officer has been successful, on the merits or
    otherwise, including without limitation, the dismissal of an
    action without prejudice or the settlement of an action without
    admission of liability, such person is required to be indemnified
    by the Company against all costs, charges and expenses (including
    attorneys' fees) actually and reasonably incurred in connection
    therewith.  Expenses shall be advanced to a director or officer at
    such person's request, provided that such person undertakes to
    repay the amount advanced if it is ultimately determined that such
    person is not entitled to indemnification or such expenses.
  
         Indemnification is required to be made unless a majority of a
    quorum of the disinterested directors of the Board of Directors,
    or if no such quorum is met, independent legal counsel determines
    that the applicable standard of conduct required for
    indemnification has not been met.  In the event of a determination
    by a majority of a quorum of the disinterested directors of the
    Board of Directors or, if no such quorum is met, independent legal
    counsel that the director or officer did not meet the applicable
    standard of conduct required for indemnification, or if the
    Company fails to make a determination within 60 days after such
    payment is claimed by such person, such person is permitted to
    petition the court to make an independent determination as to
    whether such person is entitled to indemnification.  As a
    condition precedent to the right of indemnification, the director
    or officer must give the Company notice of the action for which
    indemnity is sought and the Company has the right to participate
    in such action or assume the defense thereof.
  
         Article ELEVENTH of the Company's Restated Certificate of
    Incorporation further provides that the indemnification set forth
    therein is not exclusive, and provides that in the event that the
    Delaware General Corporation Law is amended to expand the
    indemnification permitted to directors or officers, the Company
    must indemnify those persons to the fullest extent permitted by
    such laws as so amended.
  
         Substantially similar indemnification provisions are
    contained in the By-laws of the Company.
  
         Item 7.  Exemption from Registration Claimed
                  -----------------------------------
  
              Not applicable.
  
                                        -3-
  6
  
         Item 8.  Exhibits.
                  --------
  
              The Exhibit Index immediately preceding the exhibits is
    incorporated herein by reference.
  
         Item 9.  Undertakings.
                  ------------
  
              1.   The Registrant hereby undertakes:
  
              (a)  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 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; and
  
            (iii)  To include any material information with respect to
         the plan of distribution not previously disclosed in the
         registration statement or any material change to such
         information in the registration statement;
  
         PROVIDED, HOWEVER that paragraphs (i) and (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 Company pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by
         reference in the registration statement.
  
              (b)  That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement relating
         to the securities offered therein, and the offering of such
         securities at that time shall be deemed to be the initial
         bona fide offering thereof.
  
              (c)  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.
  
         2.   The Registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act, each filing of
    the Company's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act (and, where applicable, each
  
                                        -4-
  7
  
    filing of an employee benefit plan's annual report pursuant to
    Section 15(d) of the Exchange Act) that is incorporated by
    reference in the registration statement shall be deemed to be a
    new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be
    deemed to be in the initial bona fide offering thereof.
  
         3.   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.
  
                                        -5-
  8
  
                               SIGNATURES
  
         Pursuant to the requirements of the Securities Act, 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 Boston, Commonwealth of Massachusetts on the 23rd day of May,
    1994.
  
                                       GENETICS INSTITUTE, INC.
  
                                           GABRIEL SCHMERGEL
                                       By: __________________________
                                           Gabriel Schmergel
                                           President and
                                           Chief Executive Officer
  
                            POWER OF ATTORNEY
  
         We, the undersigned officers and directors of Genetics
    Institute, Inc. hereby severally constitute Gabriel Schmergel,
    Garen G. Bohlin and Lawrence V. Stein, and each of them singly,
    our true and lawful attorneys with full power to them, and each of
    them singly, to sign for us and in our names in the capacities
    indicated below, the Registration Statement on Form S-8 filed
    herewith and any and all subsequent amendments to said
    Registration Statement, and generally to do all such things in our
    names and behalf in our capacities as officers and directors to
    enable Genetics Institute, Inc. to comply with all requirements of
    the Securities and Exchange Commission, hereby ratifying and
    confirming our signatures as they may be signed by said attorneys,
    or any of them, to said Registration Statement and any and all
    amendments thereto.
  
                                        -6-
  9
  
         Pursuant to the requirements of the Securities Act, this
    Registration Statement has been signed below by the following
    persons in the capacities and on the dates indicated.
  
         Signature                     Title
         ---------                     -----
  
       GABRIEL SCHMERGEL      President, Chief           )
  - -------------------------   Executive Officer and      )
       Gabriel Schmergel      Director (Principal        )
                              Executive Office)          )
                                                         )
                                                         )
        GAREN G. BOHLIN       Executive Vice President   )
  - -------------------------   (Principal Financial and   )
        Garen G. Bohlin       Accounting Officer)        )
                                                         )
                                                         )
        BENNO C. SCHMIDT      Chairman of the Board and  )
  - -------------------------   Director                   )
        Benno C. Schmidt                                 )
                                                         )
                                                         )
                                                         )
  - -------------------------   Director                   )
        James G. Andress                                 )  May 23, 1994
                                                         )
                                                         )
        ANTHONY B. EVNIN      Director                   )
  - -------------------------                              )
        Anthony B. Evnin                                 )
                                                         )
                                                         )
          FRED HASSAN         Director                   )
  - -------------------------                              )
          Fred Hassan                                    )
                                                         )
                                                         )
                                                         )
  - -------------------------   Director                   )
       Thomas P. Maniatis                                )
                                                         )
                                                         )
         ROBERT I. LEVY       Director                   )
  - -------------------------                              )
         Robert I. Levy                                  )
                                                         )
  
                                     -7-
  10
  
                               EXHIBIT INDEX
                               -------------
  Exhibit
  Number       Description                                         Page
  - -------      -----------                                         ----
  3.(i)     Restated Certificate of Incorporation (1)              --
  
  3.(ii)    Restated By-laws of the Registrant (2)                 --
  
    5.1     Opinion of Hale and Dorr.
  
   23.1     Consent of Hale and Dorr (included in Exhibit 5.1).    --
  
   23.2     Consent of Arthur Andersen.                            --
  
   23.3     Consent of Coopers & Lybrand.                          --
  
   24.1     Power of Attorney (included in the signature
            pages of this Registration Statement).                 --
  ______________________
    (1)  Filed as an Exhibit to the Registrant's Annual Report on
         Form 10-K for the year ended November 30, 1990 and
         incorporated herein by reference.
  
    (2)  Filed as an Exhibit to the Registrant's Registration
         Statement on Form S-1 (File No. 33-14013) on May 5, 1987 and
         incorporated herein by reference.
  -8-