content: <PAGE>   1
                                      FORM S-8
                               REGISTRATION STATEMENT
                                     UNDER THE
                               SECURITIES ACT OF 1933
  
  
                                BIOPURE CORPORATION
               (Exact name of Registrant as specified in its charter)
  
  
               DELAWARE                                      04-2836871
     (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                     Identification No.)
  
  
                                  11 Hurley Street
                           Cambridge, Massachusetts 02141
  
                      (Address of Principal Executive Offices)
  
                               1988 STOCK OPTION PLAN
                               1998 STOCK OPTION PLAN
                     1999 OMNIBUS SECURITIES AND INCENTIVE PLAN
                              (Full title of the plans)
  
                                     JANE KOBER
                                SENIOR VICE PRESIDENT
                                 Biopure Corporation
                                  11 Hurley Street
                              Cambridge, Massachusetts
                       (Name and address of agent for service)
                                   (617) 234-6500
            (Telephone number, including area code, of agent for service)
  
                     ------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =============================================================================================================================
           Title of                                                  Proposed Maximum                     Amount of
         Securities To                 Amount To Be                      Aggregate                       Registration
         Be Registered                Registered(1)                  Offering Price(2)                       Fee
  -----------------------------------------------------------------------------------------------------------------------------
  <S>                                   <C>                             <C>                                <C>
  Class A                               2,470,490                       $39,945,132                        $10,546
  Common Stock
  =============================================================================================================================
  </TABLE>
  
  (1)      The number of shares of Class A common stock, par value $.01 per share
           ("Common Stock"), stated above consists of the aggregate number of
           shares which may be sold upon the exercise of options granted or which
           hereafter may be granted under the plans identified above (the "Plans")
           and 9,681 shares for resale which were issued under the Plans.
  
  
  
  <PAGE>   2
  
  
  (2)      This calculation is made solely for the purpose of
           determining the registration fee pursuant to the provisions
           of Rule 457(h) under the Securities Act of 1933, as amended
           (the "Securities Act") as follows:  the fee for the shares
           available for options not yet granted and the fee for the
           9,681 shares being registered for resale are calculated
           pursuant to Rule 457(c) under the Securities Act on the
           basis of the average of the high and low sale prices per
           share of the Common Stock on the Nasdaq National Market
           ("Nasdaq") as of a date within 5 business days prior to
           filing this Registration Statement; the fee for options to
           purchase 2,000,873 shares is based on the option exercise
           prices.
  
  
  
  
  
                                        -2-
  <PAGE>   3
  
  
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
  
           This Registration Statement includes two forms of Prospectus. The
  documents constituting the prospectus under Part I of this Registration
  Statement (the "Plan Prospectus") will be sent or given to participants in the
  1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus
  Securities and Incentive Plan (the "Plans") as specified by Rule 428(b)(1) under
  the Securities Act. The second prospectus (the "Resale Prospectus") may be used
  in connection with reoffers and resales of shares of the class A common stock of
  Biopure Corporation (the "Company") acquired pursuant to the Plans prior to the
  date of this Registration Statement. The Plan Prospectus has been omitted from
  this Registration Statement as permitted by Part I of Form S-8. The Resale
  Prospectus is filed as part of this Registration Statement as required by Form
  S-8.
  
           Upon written or oral request, the Company will provide, without charge,
  the documents incorporated by reference in Item 3 of Part II of this
  Registration Statement. The documents are incorporated by reference in both the
  Plan Prospectus and the Resale Prospectus. The Company will also provide,
  without charge, upon written or oral request, other documents required to be
  delivered to employees pursuant to Rule 428(b). Requests for the above-mentioned
  information should be directed to the Company, 11 Hurley Street, Cambridge, MA
  02141, (617) 234-6500.
  
  
  
  
  
  
  <PAGE>   4
  
  
  
                                     PROSPECTUS
  
                                 BIOPURE CORPORATION
  
                                    9,681 Shares
  
                                Class A Common Stock
  
           The selling stockholders referred to in this prospectus may sell up to
  9,681 shares of our class A common stock that have been issued to them upon the
  exercise of certain stock options. We are not selling any shares of our class A
  common stock under this prospectus and will not receive any of the proceeds from
  the sale of shares by the selling stockholders.
  
           The selling stockholders may sell the shares of class A common stock
  described in this prospectus in a number of different ways and at varying
  prices. We provide more information in "Plan of Distribution."
  
           Our class A common stock is listed on the NASDAQ National Market under
  the symbol "BPUR." On January 31, 2000, the closing sale price of our class A
  common stock, as reported on the NASDAQ National Market, was $27.63.
  
           INVESTING IN OUR CLASS A COMMON STOCK INVOLVES A HIGH DEGREE
  OF RISK.  SEE "RISK FACTORS".
  
           NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
  ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
  
           No underwriter is being utilized in connection with this offering. We
  will bear the costs of registering the shares to be sold by the selling
  stockholders under the Securities Act.
  
           The information in this prospectus is not complete and may change. The
  selling stockholders may not sell these securities until the registration
  statement filed with the Securities and Exchange Commission is effective. This
  prospectus is not an offer to sell these securities and it is not soliciting an
  offer to buy these securities in any state where the offer or sale is not
  permitted.
  
                 The date of this prospectus is February 3, 2000.
  
  
  
  
  <PAGE>   5
  
  
  
                                  TABLE OF CONTENTS
  
                                                             Page
  
  
  Prospectus Summary.......................................   3
  Risk Factors.............................................   5
  Selling Stockholders.....................................  12
  Plan of Distribution.....................................  13
  Where You Can Get More Information.......................  15
  Experts..................................................  16
  
  
  
  
                                          2
  
  <PAGE>   6
  
  
  
                                 PROSPECTUS SUMMARY
  
           The following is a summary of our business. You should carefully read
  the section entitled "Risk Factors" in this prospectus and our Annual Report on
  Form 10-K for the year ended October 31, 1999 for more information on our
  business and the risks involved in investing in our stock.
  
                                       BIOPURE
  
           Biopure is a leading developer, manufacturer and marketer of oxygen
  therapeutics. Our oxygen therapeutics are pharmaceuticals administered
  intravenously into the circulatory system to increase oxygen delivery to the
  body's tissues. We have developed and manufacture two hemoglobin-based oxygen
  therapeutic products -- Hemopure, for human use, and Oxyglobin, for veterinary
  use. Hemopure is currently in a pivotal Phase III clinical trial in the United
  States. Oxyglobin, the only hemoglobin-based oxygen carrier approved by the U.S.
  Food and Drug Administration, or the FDA, has been commercially available in the
  United States since March 1998 for the treatment of anemia in dogs, regardless
  of cause. Oxyglobin was approved for sale in the European Union in December
  1999.
  
           Acute blood loss and other medical conditions can disrupt the delivery
  of oxygen to the body's tissues. A red blood cell transfusion is the standard
  therapy for blood loss. Hemopure compares favorably to transfused red blood
  cells in that it:
  
           -    is highly purified by proprietary and patented processes to
                remove possible infectious agents;
  
           -    has a two-year shelf life as compared to blood's 42-day
                shelf life;
  
           -    does not require refrigeration;
  
           -    maintains full oxygen-releasing capability during storage;
  
           -    does not require blood typing or other tests for
                compatibility; and
  
           -    has an abundant, low-cost raw material source -- bovine red
                blood cells.
  
           We believe that Hemopure also has potential for use in the treatment of
  other critical care conditions such as trauma, ischemic conditions, including
  stroke and heart attack, and malignant hypoxic, or oxygen deficient, tumors.
  Hemopure:
  
  
  
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  <PAGE>   7
  
  
  
  
  
           -    is significantly smaller in molecular size than red blood cells,
                so it can flow around partial blockages and through constricted
                vessels;
  
           -    is less viscous than red blood cells and, therefore,
                possesses better flow characteristics;
  
           -    is chemically designed to release more oxygen than the
                hemoglobin contained in red blood cells; and
  
           -    facilitates the release of oxygen from red blood cells.
  
           We have infused Hemopure into 421 humans in 19 completed clinical
  trials at doses of up to 244 grams of hemoglobin contained in approximately two
  liters, or eight units, of Hemopure. We believe Hemopure is a safe, effective
  alternative to red blood cell transfusion after blood loss from surgery. Our
  trials demonstrate Hemopure's efficacy as measured by the elimination of a
  significant percentage of red blood cell transfusions. Biopure has filed for
  Hemopure marketing approval as an alternative to red blood cell transfusions for
  specified surgical procedures in South Africa in July 1999 and expects to file
  in the United States in 2000.
  
           Oxyglobin is identical to Hemopure except for its molecular size
  distribution. Veterinarians report successful use of Oxyglobin in critical care
  situations involving blood loss, destruction of red blood cells and ineffective
  production of red blood cells in dogs.
  
           Biopure operates a large-scale manufacturing facility with adequate
  capacity to produce both Oxyglobin for commercial sale and Hemopure for clinical
  trials and market introduction following FDA approval. Biopure believes that its
  manufacturing facilities comply with current Good Manufacturing Practices
  established by the FDA.
  
           Biopure's incorporation occurred in 1984 in Delaware. Our address is 11
  Hurley Street, Cambridge, Massachusetts 02141 and our telephone number is (617)
  234-6500.
  
  
                                          4
  
  <PAGE>   8
  
  
  
                                    RISK FACTORS
  
           You should carefully consider each of the risks and uncertainties
  described below and all of the other information contained in this prospectus
  before deciding to invest in shares of our class A common stock. The trading
  price of our class A common stock could decline if any of the following risks
  and uncertainties develop into actual events, and you may lose all or part of
  the money you paid to buy our class A common stock.
  
  COMPANY RISKS
  
  IF WE CANNOT GENERATE ADEQUATE, PROFITABLE SALES OF HEMOPURE, WE WILL NOT BE
  SUCCESSFUL
  
           In order to succeed as a company, we must develop Hemopure commercially
  and sell adequate quantities of Hemopure at a high enough price to generate a
  profit. We may not accomplish either of these objectives.
  
           Even if we succeed in developing Hemopure commercially, a
  number of factors may affect future sales of our product.  These
  factors include:
  
           -    whether physicians, patients and clinicians accept Hemopure as a
                cost-effective and therapeutic alternative to other products,
                including donated human blood;
  
           -    whether reimbursement for the cost of Hemopure is
                available; and
  
           -    whether the public accepts the use of a natural protein product
                extracted from bovine red blood cells in transfusions,
                particularly in light of public perceptions in Europe and
                elsewhere about the risk of "mad cow disease".
  
  IF WE FAIL TO OBTAIN FDA APPROVAL, WE CANNOT MARKET HEMOPURE IN THE UNITED
  STATES
  
           We will not be able to market Hemopure in the United States until we
  receive FDA approval. Obtaining FDA approval generally takes years and consumes
  substantial capital resources with no assurance of ultimate success. We cannot
  apply for FDA approval to market Hemopure until the product successfully
  completes an ongoing U.S. pivotal Phase III clinical trial. Several factors may
  prevent successful completion of this clinical trial, including an inability to
  enroll the required number of patients and insufficient demonstration that
  Hemopure is safe and effective for
  
  
  
                                          5
  
  <PAGE>   9
  
  
  
  use in humans. If safety problems develop, the FDA could stop our trial before
  its completion. Recent publicity about enrollment abuses in the pharmaceutical
  industry and regulatory actions taken with respect to some major research
  institutes engaged in the clinical testing of pharmaceutical products could
  affect the ability of Biopure to enroll patients in its clinical studies.
  
           Even if we complete the trial, we are not certain that we will be able
  to obtain FDA approval of Hemopure. We believe that our ongoing U.S. pivotal
  Phase III clinical trial is consistent with the FDA's most recent guidance on
  the design and efficacy and safety endpoints required for approval of products
  such as Hemopure. However, the FDA could change its view or require a change in
  study design, additional data or even further clinical trials prior to approval
  of Hemopure. If we fail to complete our ongoing U.S. pivotal Phase III clinical
  trial and obtain FDA approval, we cannot market Hemopure in the United States.
  
  OUR FAILURE TO OBTAIN REGULATORY APPROVALS IN FOREIGN JURISDICTIONS WILL PREVENT
  US FROM MARKETING HEMOPURE ABROAD
  
           We also intend to market our products in international markets,
  including the European Union and South Africa. We must obtain separate
  regulatory approvals in order to market our products in the European Union,
  South Africa and many other foreign jurisdictions. The regulatory approval
  processes may differ among these jurisdictions. Approval in any one jurisdiction
  does not ensure approvals in a different jurisdiction. As a result, obtaining
  foreign approvals may require additional trials and additional expenses.
  
  WE CANNOT EXPAND INDICATIONS FOR OUR PRODUCTS UNLESS WE RECEIVE FDA APPROVAL FOR
  EACH PROPOSED INDICATION
  
           The FDA requires a separate approval for each proposed indication for
  the use of Hemopure. We expect that our first indication for Hemopure will only
  involve its use in elective orthopedic surgery. Subsequently, we expect to
  expand Hemopure's indications. In order to do so, we will have to design
  additional clinical trials, submit the trial designs to the FDA for review and
  complete those trials successfully. We cannot guarantee that the FDA will
  approve Hemopure for any indication. We can only promote Hemopure for
  indications which have been approved by the FDA. Moreover, it is possible that
  the FDA may require a label cautioning against Hemopure's use for any or all
  other indications.
  
           The FDA has approved the use of our veterinary product, Oxyglobin, for
  the treatment of anemia in dogs, regardless of cause. Supplemental approvals are
  required to market Oxyglobin for
  
  
  
  
                                          6
  
  <PAGE>   10
  
  
  
  
  any new indications or additional species. We cannot guarantee that we will
  receive such approvals.
  
  IF WE CANNOT FIND APPROPRIATE MARKETING PARTNERS, WE MAY NOT BE ABLE TO MARKET
  AND DISTRIBUTE HEMOPURE EFFECTIVELY
  
           Our success depends, in part, on our ability to market and distribute
  Hemopure effectively. We have no experience in the sale or marketing of medical
  products for humans. In the past, we entered into agreements with two
  established pharmaceutical companies to market our products upon successful
  completion of clinical development. These arrangements ended in 1996 and 1997.
  In the event that we obtain FDA approval of Hemopure, we may require the
  assistance of one or more experienced pharmaceutical companies to market and
  distribute Hemopure effectively.
  
           If we seek an alliance with an experienced pharmaceutical company:
  
           -    we may be unable to find a collaborative partner, enter into an
                alliance on favorable terms or enter into an alliance that will be
                successful;
  
           -    any partner to an alliance might, at its discretion, limit
                the amount and timing of resources it devotes to marketing
                Hemopure; and
  
           -    any marketing partner or licensee may terminate its agreement with
                us and abandon our products at any time for any reason without
                significant payments.
  
           If we do not enter into an alliance with a pharmaceutical company to
  market and distribute our products, we may not be successful in entering into
  alternative arrangements, whether engaging independent distributors or
  recruiting, training and retaining a marketing staff and sales force of our own.
  
  FAILURE TO INCREASE MANUFACTURING CAPACITY MAY IMPAIR HEMOPURE'S MARKET
  ACCEPTANCE
  
           We will need to construct additional manufacturing facilities to meet
  annual demand in excess of 120,000 units of Hemopure. If Hemopure receives rapid
  market acceptance, we may experience difficulty manufacturing enough of the
  product to meet demand. If we cannot fill orders for Hemopure, customers might
  turn to alternative products and choose not to use Hemopure even after we have
  addressed our capacity shortage.
  
  
                                          7
  
  <PAGE>   11
  
  
  
  
  FAILURE TO RAISE ADDITIONAL FUNDS IN THE FUTURE MAY AFFECT THE DEVELOPMENT,
  MANUFACTURE AND SALE OF OUR PRODUCTS
  
           We require substantial working capital to properly develop, manufacture
  and sell our products. We expect to use a significant portion of the net
  proceeds of this offering to fund our working capital requirements. Additional
  manufacturing facilities will require additional financing. If such financing is
  not available when needed or is not available on acceptable terms, we may
  experience a delay in developing products, building manufacturing capacity or
  fulfilling other important goals.
  
  OUR LACK OF OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT
  
           Licensing fees, payments to us from investors and payments to fund our
  research and development activities comprise almost all of our funding to date.
  We have no operating history upon which to base an evaluation of our business
  and our prospects. We must successfully develop our products and product
  enhancements, achieve market acceptance of our products and respond to
  competition. We cannot guarantee that we will be successful in doing so, that we
  will ever be profitable or, if we are, that we will remain profitable on a
  quarterly or annual basis.
  
  WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES
  
           We have had annual losses from operations since our inception in 1984.
  We expect to continue to incur losses from operations until we are able to
  develop Hemopure commercially and generate a profit. As of October 31, 1999, we
  had accumulated a deficit of $250.4 million. Our 1999 auditors' report stated
  that our recurring losses from operations raise substantial doubt about our
  ability to continue as a going concern.
  
  IF WE ARE NOT ABLE TO PROTECT OUR INTELLECTUAL PROPERTY, COMPETITION COULD FORCE
  US TO LOWER OUR PRICES, WHICH MIGHT REDUCE PROFITABILITY
  
           We believe that our patents, trademarks and other intellectual property
  rights, including our proprietary know-how, will be important to our success.
  Our business position will depend, in part, upon our ability to defend our
  existing patents and engage in our business free of claims of infringement by
  third parties. We will need to obtain additional patents for our products, the
  processes utilized to make our products and our product uses. We cannot
  guarantee that additional products or processes will achieve patent protection.
  In addition, third parties may successfully challenge our patents. Oppositions
  to one of our European patents have already led to a narrowing of this patent in
  Europe and, since
  
  
                                          8
  
  <PAGE>   12
  
  
  
  some oppositions are still pending, may lead to further narrowing or even a loss
  of this European patent.
  
           We have not filed patent applications in every country of the world. In
  certain countries, obtaining patents for our products, processes and uses may be
  difficult or impossible. Patents issued in countries other than the United
  States and in regions other than Europe may be harder to enforce than, and may
  not provide the same protection as, patents obtained in the United States and
  Europe.
  
  OUR PROFITABILITY WILL BE AFFECTED IF WE INCUR PRODUCT LIABILITY CLAIMS IN
  EXCESS OF OUR INSURANCE COVERAGE
  
           The testing and marketing of medical products, even after FDA approval,
  have an inherent risk of product liability. We maintain limited product
  liability insurance coverage in the total amount of $10.0 million. Our
  profitability will be affected by a successful product liability claim in excess
  of our insurance coverage. We cannot guarantee that product liability insurance
  will be available in the future or be available on reasonable terms.
  
  REPLACING OUR SOLE SOURCE SUPPLIERS FOR KEY MATERIALS COULD RESULT IN UNEXPECTED
  DELAYS AND EXPENSES
  
           We obtain some key materials, including membranes and chemicals, from
  sole source suppliers. If such materials were no longer available at a
  reasonable cost from our existing suppliers, we would need to obtain supply
  contracts with new suppliers for substitute materials. If we need to locate a
  new supplier, the substitute or replacement materials will most likely be tested
  for equivalency. Such evaluations could delay development of a product, limit
  commercial sales of an FDA-approved product and cause us to incur significant
  additional expense. In addition, the time expended for such tests could delay
  the marketing of an FDA-approved product.
  
  CONCENTRATION OF STOCK OWNERSHIP AND PROVISIONS OF OUR RESTATED CERTIFICATE OF
  INCORPORATION COULD DISCOURAGE TAKEOVER TRANSACTIONS THAT A STOCKHOLDER MIGHT
  CONSIDER TO BE IN ITS BEST INTEREST
  
           Carl W. Rausch, one of our co-founders and our current Chairman and
  Chief Executive Officer, beneficially owns 24.7% of our outstanding class A
  common stock. As a result, Mr. Rausch has significant influence over the outcome
  of all matters requiring stockholder approval, including the election and
  removal of directors and a merger or consolidation of Biopure or sale of all or
  substantially all of our assets. Mr. Rausch's influence could discourage others
  from initiating a potential merger, takeover or other change of control
  transaction, including a potential transaction at a premium over market price
  that a stockholder might
  
  
  
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  <PAGE>   13
  
  
  consider to be in its best interest. In addition, certain provisions of our
  Restated Certificate of Incorporation and by-laws, as well as the adoption of a
  proposed stockholders' rights plan, could discourage these transactions.
  
  INDUSTRY RISKS
  
  INTENSE COMPETITION COULD HARM OUR FINANCIAL PERFORMANCE
  
           The biotechnology and pharmaceutical industries are highly competitive.
  There are a number of companies, universities and research organizations
  actively engaged in research and development of products that may be similar to
  Hemopure. Increased competition could diminish our ability to become profitable
  or affect our profitability in the future. Our existing and potential
  competitors:
  
           -    are also conducting clinical trials of their products;
  
           -    may have substantially greater resources than we do and may
                be better equipped to develop, manufacture and market their
                products;
  
           -    may have their products approved for marketing prior to
                Hemopure; and
  
           -    may develop superior technologies or products rendering our
                technology and products non-competitive or obsolete.
  
  STRINGENT, ONGOING GOVERNMENT REGULATION AND INSPECTION OF OUR PRODUCTS COULD
  LEAD TO DELAYS IN THE MANUFACTURE, MARKETING AND SALE OF OUR PRODUCTS
  
           The FDA continues to review products even after they receive FDA
  approval. If and when the FDA approves Hemopure, its manufacture and marketing
  will be subject to ongoing regulation, including compliance with current Good
  Manufacturing Practices, adverse event reporting requirements and the FDA's
  general prohibitions against promoting products for unapproved or "off- label"
  uses. We are also subject to inspection and market surveillance by the FDA for
  compliance with these and other requirements. Any enforcement action resulting
  from failure to comply with these requirements could affect the manufacture and
  marketing of Hemopure. In addition, the FDA could withdraw a previously approved
  product from the market upon receipt of newly discovered information.
  
           We will be subject to a variety of regulations governing clinical
  trials and sales of our products outside the United States. Whether or not FDA
  approval has been obtained, we must
  
  
  
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  secure approval of a product by the comparable non-U.S. regulatory authorities
  prior to the commencement of marketing of the product in a country. The approval
  process varies from country to country and the time needed to secure additional
  approvals may be longer than that required for FDA approval. These applications
  may require the completion of preclinical and clinical studies and disclosure of
  information relating to manufacturing and controls. Unanticipated changes in
  existing regulations or the adoption of new regulations could affect the
  manufacture and marketing of our products.
  
  HEALTH CARE REFORM AND CONTROLS ON HEALTH CARE SPENDING MAY LIMIT THE PRICE WE
  CHARGE FOR HEMOPURE AND THE AMOUNT WE CAN SELL
  
           The federal government and private insurers have considered ways to
  change, and have changed, the manner in which health care services are provided
  in the United States. Potential approaches and changes in recent years include
  controls on health care spending and the creation of large purchasing groups. In
  the future, it is possible that the government may institute price controls and
  limits on Medicare and Medicaid spending. These controls and limits might affect
  the payments we collect from sales of our products. Assuming we succeed in
  bringing Hemopure to market, uncertainties regarding future health care reform
  and private market practices could impact our ability to sell Hemopure in large
  quantities at profitable pricing.
  
  UNCERTAINTY OF THIRD-PARTY REIMBURSEMENT COULD AFFECT OUR PROFITABILITY
  
           Sales of medical products largely depend on the reimbursement of
  patients' medical expenses by governmental health care programs and private
  health insurers. There is no guarantee that governmental health care programs or
  private health insurers will reimburse our sales of Hemopure, or permit us to
  sell our products at high enough prices to generate a profit.
  
           This prospectus also contains forward-looking statements that involve
  risks and uncertainties. Our actual results could differ materially from those
  anticipated in these forward-looking statements as a result of certain factors,
  including the risks faced by us described above and elsewhere in this
  prospectus. We assume no obligation to update any forward-looking statements or
  reason why actual results might differ.
  
  
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                                SELLING STOCKHOLDERS
  
           The following table sets forth certain information regarding the
  beneficial ownership of the class A common stock, as of January 31, 2000, by one
  of the selling stockholders. Beneficial ownership is determined in accordance
  with Rule 13d-3(d) promulgated by the Commission under the Securities Exchange
  Act of 1934.
  
                                                           Number of Shares
                        Number of Shares                    Beneficially
                          Beneficially         Shares       Owned After
     Selling             Owned Prior to         Being      Completion of
   Stockholder           this Offering         Offered     this Offering
  
   John Mossop               8,000              8,000          8,000
  
  
  
  
           Certain unnamed selling stockholders who are non-affiliates of Biopure
  may use this prospectus to sell up to 1000 shares of class A common stock.
  Because the selling stockholders may sell all or some portion of the shares of
  class A common stock beneficially owned by them, we cannot estimate with any
  certainty the number of shares of class A common stock that will be beneficially
  owned by the selling stockholders after this offering. In addition, the selling
  stockholders may have sold, transferred or otherwise disposed of, or may sell,
  transfer or otherwise dispose of, at any time or from time to time since the
  date on which they provided the information regarding the shares of class A
  common stock beneficially owned by them, all or a portion of the shares of class
  A common stock beneficially owned by them in transactions exempt from the
  registration requirements of the Securities Act.
  
  
  
  
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  <PAGE>   16
  
  
  
                                PLAN OF DISTRIBUTION
  
           The shares of class A common stock may be sold from time to time by the
  selling stockholders in one or more transactions at fixed prices, at market
  prices at the time of sale, at varying prices determined at the time of sale or
  at negotiated prices. As used in this prospectus, "selling stockholders"
  includes donees, pledgees, transferees and other successors in interest selling
  shares received from a selling stockholder after the date of this prospectus as
  a gift, pledge, partnership distribution or other non-sale transfer. The selling
  stockholders may offer their shares of class A common stock in one or more of
  the following transactions:
  
           -    on the NASDAQ National Market or any national securities exchange
                or quotation service on which our class A common stock is listed
                or quoted at the time of sale;
  
           -    in the over-the-counter market;
  
           -    in private transactions;
  
           -    through options;
  
           -    by pledge to secure debts and other obligations; or
  
           -    a combination of any of the above transactions.
  
           The shares of class A common stock described in this prospectus may be
  sold from time to time directly by the selling stockholders. Alternatively, the
  selling stockholders may from time to time offer shares of class A common stock
  to or through underwriters, broker/dealers or agents. The selling stockholders
  and any underwriters, broker/dealers or agents that participate in the
  distribution of the shares of class A common stock may be deemed to be
  "underwriters" within the meaning of the Securities Act of 1933. Any profits on
  the resale of shares of class A common stock and any compensation received by
  any underwriter, broker/dealer or agent may be deemed to be underwriting
  discounts and commissions under the Securities Act of 1933. The selling
  stockholders may agree to indemnify any agent, dealer or broker-dealer that
  participates in the sale of shares of class A common stock described in this
  prospectus against certain liabilities, including liabilities arising under the
  Securities Act of 1933.
  
           Any shares covered by this prospectus that qualify for sale pursuant to
  Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than
  pursuant to this prospectus. The
  
  
  
                                        13
  <PAGE>   17
  
  selling stockholders may transfer, devise or gift shares by other means not
  described in this prospectus.
  
           To comply with the securities laws of certain jurisdictions, the class
  A common stock must be offered or sold only through registered or licensed
  brokers or dealers. In addition, in certain jurisdictions, the shares of class A
  common stock may not be offered or sold unless they have been registered or
  qualified for sale or an exemption is available and complied with.
  
           Under the Securities Exchange Act of 1934, any person engaged in a
  distribution of the class A common stock may not simultaneously engage in
  market-making activities with respect to the class A common stock for five
  business days prior to the start of the distribution. In addition, each selling
  stockholder and any other person participating in a distribution will be subject
  to the Securities Exchange Act of 1934, which may limit the timing of purchases
  and sales of class A common stock by the selling stockholders or any such other
  person. These factors may affect the marketability of the class A common stock
  and the ability of brokers or dealers to engage in market-making activities.
  
           All expenses of this registration, estimated at approximately $15,000
  will be paid by us. These expenses include the SEC's filing fees.
  
  
  
  
                                        14
  <PAGE>   18
  
  
  
                         WHERE YOU CAN GET MORE INFORMATION
  
           We are a reporting company and are required to file annual, quarterly
  and current reports, proxy statements and other information with the SEC. You
  may read and copy these reports, proxy statements and other information at the
  SEC's public reference rooms at Room 1024, 450 Fifth Street, N.W., Washington,
  D.C., as well as at the SEC's regional offices at 500 West Madison Street, Suite
  1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, NY
  10048. You can request copies of these documents by writing to the SEC and
  paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
  more information about the operation of the public reference rooms. Our SEC
  filings are also available at the SEC's web site at "http://www.sec.gov." In
  addition, you can read and copy our SEC filings at the office of the National
  Association of Securities Dealers, Inc. at 1735 "K" Street, Washington, D.C.
  20006.
  
           The SEC allows us to "incorporate by reference" information that we
  file with them, which means that we can disclose important information to you by
  referring you to those documents. The information incorporated by reference is
  an important part of this prospectus, and information that we file later with
  the SEC will automatically update and supersede this information. We incorporate
  by reference the documents listed below and any future filings we will make with
  the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
  of 1934:
  
           -    Annual Report on Form 10-K for the year ended October 31,
                1999; and
  
           -    Description of class A common stock contained in the Registration
                Statement on Form 8-A filed on July 26, 1999 under the Securities
                Exchange Act of 1934.
  
           You may request a copy of these filings at no cost, by writing or
  telephoning us at the following address:
  
                                 Biopure Corporation
                                  11 Hurley Street
                                 Cambridge, MA 02141
                                   (617) 234-6500
  
           This prospectus is part of a registration statement we filed with the
  SEC. You should rely only on the information incorporated by reference or
  provided in this prospectus and the registration statement. We have authorized
  no one to provide you with different information. You should not assume that the
  
  
                                         15
  <PAGE>   19
  
  information in this prospectus is accurate as of any date other than the date on
  the front of the document.
  
                                       EXPERTS
  
           The consolidated financial statements of Biopure Corporation appearing
  in Biopure Corporation's Annual Report on Form 10-K for the year ended October
  31, 1999 have been audited by Ernst & Young LLP, independent auditors, as set
  forth in their report thereon (which contains an explanatory paragraph
  describing conditions that raise substantial doubt about the company's ability
  to continue as a going concern as described in Note 2 to the consolidated
  financial statements) included therein and incorporated herein by reference.
  Such consolidated financial statements are incorporated herein by reference in
  reliance upon such report given on the authority of such firm as experts in
  accounting and auditing.
  
  
  
  
                                         16
  <PAGE>   20
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE:
  
       The following documents filed by the Registrant with the Commission are
  incorporated herein by reference.
  
       (a) the Company's Annual Report on Form 10-K for the year ended October 31,
  1999.
  
       (b) The description of the Common Stock contained in the Registrant's
  Registration Statement on Form 8-A (File No. 0-001- 15167), filed under the
  Securities Exchange Act of 1934, including any amendment or report filed for the
  purpose of updating such description.
  
       All reports and other documents filed by the Registrant after the date
  hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such reports
  and documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Jane Kober, Esq., the Company's counsel, is Senior Vice President, General
  Counsel and Secretary of the Company. As of January 23, 2000 Ms. Kober held
  4,000 shares of Common Stock, options under the 1998 Stock Option Plan to
  purchase 33,333 shares of Common Stock and options under the 1999 Omnibus
  Securities and Incentive Plan to purchase 133,333 shares of Common Stock.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Incorporated herein by reference from Registration Statement on Form S-1,
  No. 333-78829
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
       The securities being resold pursuant to the resale prospectus contained in
  this Registration Statement were issued
  
  
                                        II-1
  
  <PAGE>   21
  
  
  in reliance on the exemption from registration under Rule 701 of the Securities
  Act. Biopure's employees, directors and officers who exercised stock options
  represented their intentions to acquire the securities for investment purposes
  only and not with a view for distribution thereof, and appropriate restrictive
  legends were affixed to the shares of class A common stock issued pursuant to
  the exercise of stock options.
  
  ITEM 8.  EXHIBITS.
  
       5.       Opinion of Jane Kober, Esq., as to the legality of shares
                being registered.
       23.1     Consent of Jane Kober (included in opinion of counsel filed as
                Exhibit 5).
       23.2     Consent of Ernst & Young LLP.
       24.      Power of Attorney to file future amendments (set forth on the
                signature page of this Registration Statement).
  
  ITEM 9.  UNDERTAKINGS.
  
       (a)      The undersigned Registrant hereby undertakes.
  
                    (1) To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement:
  
                    (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;
  
                    (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 maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of Registration
                    Fee" table in the effective Registration Statement.
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in
  
  
                                        II-2
  
  <PAGE>   22
  
  
                    the Registration Statement or any material change to such
                    information in the Registration Statement.
  
                             Provided, however, that paragraphs (a)(1)(i) and
                    (a)(1)(ii) do not apply if the Registration Statement is on
                    Form S-3, Form S-8 or Form F-3, and the information required
                    to be included in a post-effective amendment by those
                    paragraphs is contained in periodic reports filed with or
                    furnished to the Commission by the Registrant pursuant to
                    Section 13 or Section 15(d) of the Securities Exchange Act of
                    1934 that are incorporated by reference in this Registration
                    Statement.
  
                    (2) That, for the purpose of determining any liability under
                    the Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the
                    Securities Act of 1933, each filing of the Registrant's
                    annual report pursuant to Section 13(a) or Section
                    15(d) of the Securities Exchange Act of 1934 that is
                    incorporated by reference in 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
                    Securities Act of 1933 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 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
  
  
                                        II-3
  
  <PAGE>   23
  
  
  
  
                    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 Act and will be
                    governed by the final adjudication of such issue.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        II-4
  
  <PAGE>   24
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that is 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 Cambridge, state of Massachusetts, on this 1st day of
  February, 2000.
  
                                             BIOPURE CORPORATION
  
  
                                             By: /s/ Francis H. Murphy
                                                 ---------------------------------
                                                     Francis H. Murphy
                                                     Chief Financial Officer
  
           Each person whose signature appears below constitutes and appoints
  Francis H. Murphy and Jane Kober, or either of them, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, and in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  Registration Statement on Form S-8 of Biopure Corporation and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent, full power and authority to do and perform each and every act and thing
  requisite or necessary to be done in or about the premises, as full to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agents or any of them or their or
  his substitute or substitutes may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
       SIGNATURE                            TITLE                      DATE
       ---------                            -----                      ----
  
  By: /s/ Carl W. Rausch                Chairman of the          February 1, 2000
      ------------------------------    Board, Chief
       Carl W. Rausch                   Executive
                                        Officer
                                        (principal
                                        executive
                                        officer)
  
  
  
                                        II-5
  
  <PAGE>   25
  
  
  
  
  
  By: /s/ Paul A. Looney                 Director,               February 1, 2000
     ------------------------------      President
      Paul A. Looney                     (principal
                                         operating
                                         officer)
  
  
  By: /s/ Francis H. Murphy              Chief Financial         February 1, 2000
     ------------------------------      Officer
      Francis H. Murphy                  (principal
                                         financial and
                                         accounting
                                         officer)
  
  
  By: /s/ David N. Judelson              Director                February 1, 2000
     ------------------------------
      David N. Judelson
  
  
  
  By: /s/ Daniel P. Harrington           Director                February 1, 2000
     ------------------------------
      Daniel P. Harrington
  
  
  
  By:
     ------------------------------      Director                February 1, 2000
      C. Everett Koop
  
  
  
  By:                                    Director                February 1, 2000
     ------------------------------
      Charles A. Sanders,M.D.
  
  
  
  By:                                    Director                February 1, 2000
     ------------------------------
      Stephen A. Kaplan
  
  
  
  
  
                                        II-6
  
  <PAGE>   26
  
  
  
                                  INDEX TO EXHIBITS
  
  NUMBER               DESCRIPTION OF EXHIBIT                               PAGE
  ------               ----------------------                               ----
  
   5      -   Opinion of Jane Kober
  23.1    -   Consent of Jane Kober (contained in Exhibit 5)                 __
  23.2    -   Consent of Ernst & Young LLP                                   __
  24      -   Power of Attorney (see "Power of Attorney" in the
              Registration Statement)                                        __
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text: 1
                                      FORM S-8
                               REGISTRATION STATEMENT
                                     UNDER THE
                               SECURITIES ACT OF 1933
  
                                BIOPURE CORPORATION
               (Exact name of Registrant as specified in its charter)
  
               DELAWARE                                      04-2836871
     (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                     Identification No.)
  
                                  11 Hurley Street
                           Cambridge, Massachusetts 02141
  
                      (Address of Principal Executive Offices)
  
                               1988 STOCK OPTION PLAN
                               1998 STOCK OPTION PLAN
                     1999 OMNIBUS SECURITIES AND INCENTIVE PLAN
                              (Full title of the plans)
  
                                     JANE KOBER
                                SENIOR VICE PRESIDENT
                                 Biopure Corporation
                                  11 Hurley Street
                              Cambridge, Massachusetts
                       (Name and address of agent for service)
                                   (617) 234-6500
            (Telephone number, including area code, of agent for service)
  
                     ------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  =============================================================================================================================
           Title of                                                  Proposed Maximum                     Amount of
         Securities To                 Amount To Be                      Aggregate                       Registration
         Be Registered                Registered(1)                  Offering Price(2)                       Fee
  -----------------------------------------------------------------------------------------------------------------------------
  Class A                               2,470,490                       $39,945,132                        $10,546
  Common Stock
  =============================================================================================================================
  (1)      The number of shares of Class A common stock, par value $.01 per share
           ("Common Stock"), stated above consists of the aggregate number of
           shares which may be sold upon the exercise of options granted or which
           hereafter may be granted under the plans identified above (the "Plans")
           and 9,681 shares for resale which were issued under the Plans.
  2
  
  (2)      This calculation is made solely for the purpose of
           determining the registration fee pursuant to the provisions
           of Rule 457(h) under the Securities Act of 1933, as amended
           (the "Securities Act") as follows:  the fee for the shares
           available for options not yet granted and the fee for the
           9,681 shares being registered for resale are calculated
           pursuant to Rule 457(c) under the Securities Act on the
           basis of the average of the high and low sale prices per
           share of the Common Stock on the Nasdaq National Market
           ("Nasdaq") as of a date within 5 business days prior to
           filing this Registration Statement; the fee for options to
           purchase 2,000,873 shares is based on the option exercise
           prices.
  
                                        -2-
  3
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
  
           This Registration Statement includes two forms of Prospectus. The
  documents constituting the prospectus under Part I of this Registration
  Statement (the "Plan Prospectus") will be sent or given to participants in the
  1988 Stock Option Plan, the 1998 Stock Option Plan and the 1999 Omnibus
  Securities and Incentive Plan (the "Plans") as specified by Rule 428(b)(1) under
  the Securities Act. The second prospectus (the "Resale Prospectus") may be used
  in connection with reoffers and resales of shares of the class A common stock of
  Biopure Corporation (the "Company") acquired pursuant to the Plans prior to the
  date of this Registration Statement. The Plan Prospectus has been omitted from
  this Registration Statement as permitted by Part I of Form S-8. The Resale
  Prospectus is filed as part of this Registration Statement as required by Form
  S-8.
  
           Upon written or oral request, the Company will provide, without charge,
  the documents incorporated by reference in Item 3 of Part II of this
  Registration Statement. The documents are incorporated by reference in both the
  Plan Prospectus and the Resale Prospectus. The Company will also provide,
  without charge, upon written or oral request, other documents required to be
  delivered to employees pursuant to Rule 428(b). Requests for the above-mentioned
  information should be directed to the Company, 11 Hurley Street, Cambridge, MA
  02141, (617) 234-6500.
  4
  
                                     PROSPECTUS
  
                                 BIOPURE CORPORATION
  
                                    9,681 Shares
  
                                Class A Common Stock
  
           The selling stockholders referred to in this prospectus may sell up to
  9,681 shares of our class A common stock that have been issued to them upon the
  exercise of certain stock options. We are not selling any shares of our class A
  common stock under this prospectus and will not receive any of the proceeds from
  the sale of shares by the selling stockholders.
  
           The selling stockholders may sell the shares of class A common stock
  described in this prospectus in a number of different ways and at varying
  prices. We provide more information in "Plan of Distribution."
  
           Our class A common stock is listed on the NASDAQ National Market under
  the symbol "BPUR." On January 31, 2000, the closing sale price of our class A
  common stock, as reported on the NASDAQ National Market, was $27.63.
  
           INVESTING IN OUR CLASS A COMMON STOCK INVOLVES A HIGH DEGREE
  OF RISK.  SEE "RISK FACTORS".
  
           NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
  ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
  
           No underwriter is being utilized in connection with this offering. We
  will bear the costs of registering the shares to be sold by the selling
  stockholders under the Securities Act.
  
           The information in this prospectus is not complete and may change. The
  selling stockholders may not sell these securities until the registration
  statement filed with the Securities and Exchange Commission is effective. This
  prospectus is not an offer to sell these securities and it is not soliciting an
  offer to buy these securities in any state where the offer or sale is not
  permitted.
  
                 The date of this prospectus is February 3, 2000.
  5
  
                                  TABLE OF CONTENTS
  
                                                             Page
  
  Prospectus Summary.......................................   3
  Risk Factors.............................................   5
  Selling Stockholders.....................................  12
  Plan of Distribution.....................................  13
  Where You Can Get More Information.......................  15
  Experts..................................................  16
  
                                          2
  6
  
                                 PROSPECTUS SUMMARY
  
           The following is a summary of our business. You should carefully read
  the section entitled "Risk Factors" in this prospectus and our Annual Report on
  Form 10-K for the year ended October 31, 1999 for more information on our
  business and the risks involved in investing in our stock.
  
                                       BIOPURE
  
           Biopure is a leading developer, manufacturer and marketer of oxygen
  therapeutics. Our oxygen therapeutics are pharmaceuticals administered
  intravenously into the circulatory system to increase oxygen delivery to the
  body's tissues. We have developed and manufacture two hemoglobin-based oxygen
  therapeutic products -- Hemopure, for human use, and Oxyglobin, for veterinary
  use. Hemopure is currently in a pivotal Phase III clinical trial in the United
  States. Oxyglobin, the only hemoglobin-based oxygen carrier approved by the U.S.
  Food and Drug Administration, or the FDA, has been commercially available in the
  United States since March 1998 for the treatment of anemia in dogs, regardless
  of cause. Oxyglobin was approved for sale in the European Union in December
  1999.
  
           Acute blood loss and other medical conditions can disrupt the delivery
  of oxygen to the body's tissues. A red blood cell transfusion is the standard
  therapy for blood loss. Hemopure compares favorably to transfused red blood
  cells in that it:
  
           -    is highly purified by proprietary and patented processes to
                remove possible infectious agents;
  
           -    has a two-year shelf life as compared to blood's 42-day
                shelf life;
  
           -    does not require refrigeration;
  
           -    maintains full oxygen-releasing capability during storage;
  
           -    does not require blood typing or other tests for
                compatibility; and
  
           -    has an abundant, low-cost raw material source -- bovine red
                blood cells.
  
           We believe that Hemopure also has potential for use in the treatment of
  other critical care conditions such as trauma, ischemic conditions, including
  stroke and heart attack, and malignant hypoxic, or oxygen deficient, tumors.
  Hemopure:
  
                                          3
  7
  
           -    is significantly smaller in molecular size than red blood cells,
                so it can flow around partial blockages and through constricted
                vessels;
  
           -    is less viscous than red blood cells and, therefore,
                possesses better flow characteristics;
  
           -    is chemically designed to release more oxygen than the
                hemoglobin contained in red blood cells; and
  
           -    facilitates the release of oxygen from red blood cells.
  
           We have infused Hemopure into 421 humans in 19 completed clinical
  trials at doses of up to 244 grams of hemoglobin contained in approximately two
  liters, or eight units, of Hemopure. We believe Hemopure is a safe, effective
  alternative to red blood cell transfusion after blood loss from surgery. Our
  trials demonstrate Hemopure's efficacy as measured by the elimination of a
  significant percentage of red blood cell transfusions. Biopure has filed for
  Hemopure marketing approval as an alternative to red blood cell transfusions for
  specified surgical procedures in South Africa in July 1999 and expects to file
  in the United States in 2000.
  
           Oxyglobin is identical to Hemopure except for its molecular size
  distribution. Veterinarians report successful use of Oxyglobin in critical care
  situations involving blood loss, destruction of red blood cells and ineffective
  production of red blood cells in dogs.
  
           Biopure operates a large-scale manufacturing facility with adequate
  capacity to produce both Oxyglobin for commercial sale and Hemopure for clinical
  trials and market introduction following FDA approval. Biopure believes that its
  manufacturing facilities comply with current Good Manufacturing Practices
  established by the FDA.
  
           Biopure's incorporation occurred in 1984 in Delaware. Our address is 11
  Hurley Street, Cambridge, Massachusetts 02141 and our telephone number is (617)
  234-6500.
  
                                          4
  8
  
                                    RISK FACTORS
  
           You should carefully consider each of the risks and uncertainties
  described below and all of the other information contained in this prospectus
  before deciding to invest in shares of our class A common stock. The trading
  price of our class A common stock could decline if any of the following risks
  and uncertainties develop into actual events, and you may lose all or part of
  the money you paid to buy our class A common stock.
  
  COMPANY RISKS
  
  IF WE CANNOT GENERATE ADEQUATE, PROFITABLE SALES OF HEMOPURE, WE WILL NOT BE
  SUCCESSFUL
  
           In order to succeed as a company, we must develop Hemopure commercially
  and sell adequate quantities of Hemopure at a high enough price to generate a
  profit. We may not accomplish either of these objectives.
  
           Even if we succeed in developing Hemopure commercially, a
  number of factors may affect future sales of our product.  These
  factors include:
  
           -    whether physicians, patients and clinicians accept Hemopure as a
                cost-effective and therapeutic alternative to other products,
                including donated human blood;
  
           -    whether reimbursement for the cost of Hemopure is
                available; and
  
           -    whether the public accepts the use of a natural protein product
                extracted from bovine red blood cells in transfusions,
                particularly in light of public perceptions in Europe and
                elsewhere about the risk of "mad cow disease".
  
  IF WE FAIL TO OBTAIN FDA APPROVAL, WE CANNOT MARKET HEMOPURE IN THE UNITED
  STATES
  
           We will not be able to market Hemopure in the United States until we
  receive FDA approval. Obtaining FDA approval generally takes years and consumes
  substantial capital resources with no assurance of ultimate success. We cannot
  apply for FDA approval to market Hemopure until the product successfully
  completes an ongoing U.S. pivotal Phase III clinical trial. Several factors may
  prevent successful completion of this clinical trial, including an inability to
  enroll the required number of patients and insufficient demonstration that
  Hemopure is safe and effective for
  
                                          5
  9
  
  use in humans. If safety problems develop, the FDA could stop our trial before
  its completion. Recent publicity about enrollment abuses in the pharmaceutical
  industry and regulatory actions taken with respect to some major research
  institutes engaged in the clinical testing of pharmaceutical products could
  affect the ability of Biopure to enroll patients in its clinical studies.
  
           Even if we complete the trial, we are not certain that we will be able
  to obtain FDA approval of Hemopure. We believe that our ongoing U.S. pivotal
  Phase III clinical trial is consistent with the FDA's most recent guidance on
  the design and efficacy and safety endpoints required for approval of products
  such as Hemopure. However, the FDA could change its view or require a change in
  study design, additional data or even further clinical trials prior to approval
  of Hemopure. If we fail to complete our ongoing U.S. pivotal Phase III clinical
  trial and obtain FDA approval, we cannot market Hemopure in the United States.
  
  OUR FAILURE TO OBTAIN REGULATORY APPROVALS IN FOREIGN JURISDICTIONS WILL PREVENT
  US FROM MARKETING HEMOPURE ABROAD
  
           We also intend to market our products in international markets,
  including the European Union and South Africa. We must obtain separate
  regulatory approvals in order to market our products in the European Union,
  South Africa and many other foreign jurisdictions. The regulatory approval
  processes may differ among these jurisdictions. Approval in any one jurisdiction
  does not ensure approvals in a different jurisdiction. As a result, obtaining
  foreign approvals may require additional trials and additional expenses.
  
  WE CANNOT EXPAND INDICATIONS FOR OUR PRODUCTS UNLESS WE RECEIVE FDA APPROVAL FOR
  EACH PROPOSED INDICATION
  
           The FDA requires a separate approval for each proposed indication for
  the use of Hemopure. We expect that our first indication for Hemopure will only
  involve its use in elective orthopedic surgery. Subsequently, we expect to
  expand Hemopure's indications. In order to do so, we will have to design
  additional clinical trials, submit the trial designs to the FDA for review and
  complete those trials successfully. We cannot guarantee that the FDA will
  approve Hemopure for any indication. We can only promote Hemopure for
  indications which have been approved by the FDA. Moreover, it is possible that
  the FDA may require a label cautioning against Hemopure's use for any or all
  other indications.
  
           The FDA has approved the use of our veterinary product, Oxyglobin, for
  the treatment of anemia in dogs, regardless of cause. Supplemental approvals are
  required to market Oxyglobin for
  
                                          6
  10
  
  any new indications or additional species. We cannot guarantee that we will
  receive such approvals.
  
  IF WE CANNOT FIND APPROPRIATE MARKETING PARTNERS, WE MAY NOT BE ABLE TO MARKET
  AND DISTRIBUTE HEMOPURE EFFECTIVELY
  
           Our success depends, in part, on our ability to market and distribute
  Hemopure effectively. We have no experience in the sale or marketing of medical
  products for humans. In the past, we entered into agreements with two
  established pharmaceutical companies to market our products upon successful
  completion of clinical development. These arrangements ended in 1996 and 1997.
  In the event that we obtain FDA approval of Hemopure, we may require the
  assistance of one or more experienced pharmaceutical companies to market and
  distribute Hemopure effectively.
  
           If we seek an alliance with an experienced pharmaceutical company:
  
           -    we may be unable to find a collaborative partner, enter into an
                alliance on favorable terms or enter into an alliance that will be
                successful;
  
           -    any partner to an alliance might, at its discretion, limit
                the amount and timing of resources it devotes to marketing
                Hemopure; and
  
           -    any marketing partner or licensee may terminate its agreement with
                us and abandon our products at any time for any reason without
                significant payments.
  
           If we do not enter into an alliance with a pharmaceutical company to
  market and distribute our products, we may not be successful in entering into
  alternative arrangements, whether engaging independent distributors or
  recruiting, training and retaining a marketing staff and sales force of our own.
  
  FAILURE TO INCREASE MANUFACTURING CAPACITY MAY IMPAIR HEMOPURE'S MARKET
  ACCEPTANCE
  
           We will need to construct additional manufacturing facilities to meet
  annual demand in excess of 120,000 units of Hemopure. If Hemopure receives rapid
  market acceptance, we may experience difficulty manufacturing enough of the
  product to meet demand. If we cannot fill orders for Hemopure, customers might
  turn to alternative products and choose not to use Hemopure even after we have
  addressed our capacity shortage.
  
                                          7
  11
  
  FAILURE TO RAISE ADDITIONAL FUNDS IN THE FUTURE MAY AFFECT THE DEVELOPMENT,
  MANUFACTURE AND SALE OF OUR PRODUCTS
  
           We require substantial working capital to properly develop, manufacture
  and sell our products. We expect to use a significant portion of the net
  proceeds of this offering to fund our working capital requirements. Additional
  manufacturing facilities will require additional financing. If such financing is
  not available when needed or is not available on acceptable terms, we may
  experience a delay in developing products, building manufacturing capacity or
  fulfilling other important goals.
  
  OUR LACK OF OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT
  
           Licensing fees, payments to us from investors and payments to fund our
  research and development activities comprise almost all of our funding to date.
  We have no operating history upon which to base an evaluation of our business
  and our prospects. We must successfully develop our products and product
  enhancements, achieve market acceptance of our products and respond to
  competition. We cannot guarantee that we will be successful in doing so, that we
  will ever be profitable or, if we are, that we will remain profitable on a
  quarterly or annual basis.
  
  WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES
  
           We have had annual losses from operations since our inception in 1984.
  We expect to continue to incur losses from operations until we are able to
  develop Hemopure commercially and generate a profit. As of October 31, 1999, we
  had accumulated a deficit of $250.4 million. Our 1999 auditors' report stated
  that our recurring losses from operations raise substantial doubt about our
  ability to continue as a going concern.
  
  IF WE ARE NOT ABLE TO PROTECT OUR INTELLECTUAL PROPERTY, COMPETITION COULD FORCE
  US TO LOWER OUR PRICES, WHICH MIGHT REDUCE PROFITABILITY
  
           We believe that our patents, trademarks and other intellectual property
  rights, including our proprietary know-how, will be important to our success.
  Our business position will depend, in part, upon our ability to defend our
  existing patents and engage in our business free of claims of infringement by
  third parties. We will need to obtain additional patents for our products, the
  processes utilized to make our products and our product uses. We cannot
  guarantee that additional products or processes will achieve patent protection.
  In addition, third parties may successfully challenge our patents. Oppositions
  to one of our European patents have already led to a narrowing of this patent in
  Europe and, since
  
                                          8
  12
  
  some oppositions are still pending, may lead to further narrowing or even a loss
  of this European patent.
  
           We have not filed patent applications in every country of the world. In
  certain countries, obtaining patents for our products, processes and uses may be
  difficult or impossible. Patents issued in countries other than the United
  States and in regions other than Europe may be harder to enforce than, and may
  not provide the same protection as, patents obtained in the United States and
  Europe.
  
  OUR PROFITABILITY WILL BE AFFECTED IF WE INCUR PRODUCT LIABILITY CLAIMS IN
  EXCESS OF OUR INSURANCE COVERAGE
  
           The testing and marketing of medical products, even after FDA approval,
  have an inherent risk of product liability. We maintain limited product
  liability insurance coverage in the total amount of $10.0 million. Our
  profitability will be affected by a successful product liability claim in excess
  of our insurance coverage. We cannot guarantee that product liability insurance
  will be available in the future or be available on reasonable terms.
  
  REPLACING OUR SOLE SOURCE SUPPLIERS FOR KEY MATERIALS COULD RESULT IN UNEXPECTED
  DELAYS AND EXPENSES
  
           We obtain some key materials, including membranes and chemicals, from
  sole source suppliers. If such materials were no longer available at a
  reasonable cost from our existing suppliers, we would need to obtain supply
  contracts with new suppliers for substitute materials. If we need to locate a
  new supplier, the substitute or replacement materials will most likely be tested
  for equivalency. Such evaluations could delay development of a product, limit
  commercial sales of an FDA-approved product and cause us to incur significant
  additional expense. In addition, the time expended for such tests could delay
  the marketing of an FDA-approved product.
  
  CONCENTRATION OF STOCK OWNERSHIP AND PROVISIONS OF OUR RESTATED CERTIFICATE OF
  INCORPORATION COULD DISCOURAGE TAKEOVER TRANSACTIONS THAT A STOCKHOLDER MIGHT
  CONSIDER TO BE IN ITS BEST INTEREST
  
           Carl W. Rausch, one of our co-founders and our current Chairman and
  Chief Executive Officer, beneficially owns 24.7% of our outstanding class A
  common stock. As a result, Mr. Rausch has significant influence over the outcome
  of all matters requiring stockholder approval, including the election and
  removal of directors and a merger or consolidation of Biopure or sale of all or
  substantially all of our assets. Mr. Rausch's influence could discourage others
  from initiating a potential merger, takeover or other change of control
  transaction, including a potential transaction at a premium over market price
  that a stockholder might
  
                                          9
  13
  
  consider to be in its best interest. In addition, certain provisions of our
  Restated Certificate of Incorporation and by-laws, as well as the adoption of a
  proposed stockholders' rights plan, could discourage these transactions.
  
  INDUSTRY RISKS
  
  INTENSE COMPETITION COULD HARM OUR FINANCIAL PERFORMANCE
  
           The biotechnology and pharmaceutical industries are highly competitive.
  There are a number of companies, universities and research organizations
  actively engaged in research and development of products that may be similar to
  Hemopure. Increased competition could diminish our ability to become profitable
  or affect our profitability in the future. Our existing and potential
  competitors:
  
           -    are also conducting clinical trials of their products;
  
           -    may have substantially greater resources than we do and may
                be better equipped to develop, manufacture and market their
                products;
  
           -    may have their products approved for marketing prior to
                Hemopure; and
  
           -    may develop superior technologies or products rendering our
                technology and products non-competitive or obsolete.
  
  STRINGENT, ONGOING GOVERNMENT REGULATION AND INSPECTION OF OUR PRODUCTS COULD
  LEAD TO DELAYS IN THE MANUFACTURE, MARKETING AND SALE OF OUR PRODUCTS
  
           The FDA continues to review products even after they receive FDA
  approval. If and when the FDA approves Hemopure, its manufacture and marketing
  will be subject to ongoing regulation, including compliance with current Good
  Manufacturing Practices, adverse event reporting requirements and the FDA's
  general prohibitions against promoting products for unapproved or "off- label"
  uses. We are also subject to inspection and market surveillance by the FDA for
  compliance with these and other requirements. Any enforcement action resulting
  from failure to comply with these requirements could affect the manufacture and
  marketing of Hemopure. In addition, the FDA could withdraw a previously approved
  product from the market upon receipt of newly discovered information.
  
           We will be subject to a variety of regulations governing clinical
  trials and sales of our products outside the United States. Whether or not FDA
  approval has been obtained, we must
  
                                         10
  14
  
  secure approval of a product by the comparable non-U.S. regulatory authorities
  prior to the commencement of marketing of the product in a country. The approval
  process varies from country to country and the time needed to secure additional
  approvals may be longer than that required for FDA approval. These applications
  may require the completion of preclinical and clinical studies and disclosure of
  information relating to manufacturing and controls. Unanticipated changes in
  existing regulations or the adoption of new regulations could affect the
  manufacture and marketing of our products.
  
  HEALTH CARE REFORM AND CONTROLS ON HEALTH CARE SPENDING MAY LIMIT THE PRICE WE
  CHARGE FOR HEMOPURE AND THE AMOUNT WE CAN SELL
  
           The federal government and private insurers have considered ways to
  change, and have changed, the manner in which health care services are provided
  in the United States. Potential approaches and changes in recent years include
  controls on health care spending and the creation of large purchasing groups. In
  the future, it is possible that the government may institute price controls and
  limits on Medicare and Medicaid spending. These controls and limits might affect
  the payments we collect from sales of our products. Assuming we succeed in
  bringing Hemopure to market, uncertainties regarding future health care reform
  and private market practices could impact our ability to sell Hemopure in large
  quantities at profitable pricing.
  
  UNCERTAINTY OF THIRD-PARTY REIMBURSEMENT COULD AFFECT OUR PROFITABILITY
  
           Sales of medical products largely depend on the reimbursement of
  patients' medical expenses by governmental health care programs and private
  health insurers. There is no guarantee that governmental health care programs or
  private health insurers will reimburse our sales of Hemopure, or permit us to
  sell our products at high enough prices to generate a profit.
  
           This prospectus also contains forward-looking statements that involve
  risks and uncertainties. Our actual results could differ materially from those
  anticipated in these forward-looking statements as a result of certain factors,
  including the risks faced by us described above and elsewhere in this
  prospectus. We assume no obligation to update any forward-looking statements or
  reason why actual results might differ.
  
                                         11
  15
  
                                SELLING STOCKHOLDERS
  
           The following table sets forth certain information regarding the
  beneficial ownership of the class A common stock, as of January 31, 2000, by one
  of the selling stockholders. Beneficial ownership is determined in accordance
  with Rule 13d-3(d) promulgated by the Commission under the Securities Exchange
  Act of 1934.
  
                                                           Number of Shares
                        Number of Shares                    Beneficially
                          Beneficially         Shares       Owned After
     Selling             Owned Prior to         Being      Completion of
   Stockholder           this Offering         Offered     this Offering
  
   John Mossop               8,000              8,000          8,000
  
           Certain unnamed selling stockholders who are non-affiliates of Biopure
  may use this prospectus to sell up to 1000 shares of class A common stock.
  Because the selling stockholders may sell all or some portion of the shares of
  class A common stock beneficially owned by them, we cannot estimate with any
  certainty the number of shares of class A common stock that will be beneficially
  owned by the selling stockholders after this offering. In addition, the selling
  stockholders may have sold, transferred or otherwise disposed of, or may sell,
  transfer or otherwise dispose of, at any time or from time to time since the
  date on which they provided the information regarding the shares of class A
  common stock beneficially owned by them, all or a portion of the shares of class
  A common stock beneficially owned by them in transactions exempt from the
  registration requirements of the Securities Act.
  
                                         12
  16
  
                                PLAN OF DISTRIBUTION
  
           The shares of class A common stock may be sold from time to time by the
  selling stockholders in one or more transactions at fixed prices, at market
  prices at the time of sale, at varying prices determined at the time of sale or
  at negotiated prices. As used in this prospectus, "selling stockholders"
  includes donees, pledgees, transferees and other successors in interest selling
  shares received from a selling stockholder after the date of this prospectus as
  a gift, pledge, partnership distribution or other non-sale transfer. The selling
  stockholders may offer their shares of class A common stock in one or more of
  the following transactions:
  
           -    on the NASDAQ National Market or any national securities exchange
                or quotation service on which our class A common stock is listed
                or quoted at the time of sale;
  
           -    in the over-the-counter market;
  
           -    in private transactions;
  
           -    through options;
  
           -    by pledge to secure debts and other obligations; or
  
           -    a combination of any of the above transactions.
  
           The shares of class A common stock described in this prospectus may be
  sold from time to time directly by the selling stockholders. Alternatively, the
  selling stockholders may from time to time offer shares of class A common stock
  to or through underwriters, broker/dealers or agents. The selling stockholders
  and any underwriters, broker/dealers or agents that participate in the
  distribution of the shares of class A common stock may be deemed to be
  "underwriters" within the meaning of the Securities Act of 1933. Any profits on
  the resale of shares of class A common stock and any compensation received by
  any underwriter, broker/dealer or agent may be deemed to be underwriting
  discounts and commissions under the Securities Act of 1933. The selling
  stockholders may agree to indemnify any agent, dealer or broker-dealer that
  participates in the sale of shares of class A common stock described in this
  prospectus against certain liabilities, including liabilities arising under the
  Securities Act of 1933.
  
           Any shares covered by this prospectus that qualify for sale pursuant to
  Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than
  pursuant to this prospectus. The
  
                                        13
  17
  
  selling stockholders may transfer, devise or gift shares by other means not
  described in this prospectus.
  
           To comply with the securities laws of certain jurisdictions, the class
  A common stock must be offered or sold only through registered or licensed
  brokers or dealers. In addition, in certain jurisdictions, the shares of class A
  common stock may not be offered or sold unless they have been registered or
  qualified for sale or an exemption is available and complied with.
  
           Under the Securities Exchange Act of 1934, any person engaged in a
  distribution of the class A common stock may not simultaneously engage in
  market-making activities with respect to the class A common stock for five
  business days prior to the start of the distribution. In addition, each selling
  stockholder and any other person participating in a distribution will be subject
  to the Securities Exchange Act of 1934, which may limit the timing of purchases
  and sales of class A common stock by the selling stockholders or any such other
  person. These factors may affect the marketability of the class A common stock
  and the ability of brokers or dealers to engage in market-making activities.
  
           All expenses of this registration, estimated at approximately $15,000
  will be paid by us. These expenses include the SEC's filing fees.
  
                                        14
  18
  
                         WHERE YOU CAN GET MORE INFORMATION
  
           We are a reporting company and are required to file annual, quarterly
  and current reports, proxy statements and other information with the SEC. You
  may read and copy these reports, proxy statements and other information at the
  SEC's public reference rooms at Room 1024, 450 Fifth Street, N.W., Washington,
  D.C., as well as at the SEC's regional offices at 500 West Madison Street, Suite
  1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, NY
  10048. You can request copies of these documents by writing to the SEC and
  paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
  more information about the operation of the public reference rooms. Our SEC
  filings are also available at the SEC's web site at "http://www.sec.gov." In
  addition, you can read and copy our SEC filings at the office of the National
  Association of Securities Dealers, Inc. at 1735 "K" Street, Washington, D.C.
  20006.
  
           The SEC allows us to "incorporate by reference" information that we
  file with them, which means that we can disclose important information to you by
  referring you to those documents. The information incorporated by reference is
  an important part of this prospectus, and information that we file later with
  the SEC will automatically update and supersede this information. We incorporate
  by reference the documents listed below and any future filings we will make with
  the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
  of 1934:
  
           -    Annual Report on Form 10-K for the year ended October 31,
                1999; and
  
           -    Description of class A common stock contained in the Registration
                Statement on Form 8-A filed on July 26, 1999 under the Securities
                Exchange Act of 1934.
  
           You may request a copy of these filings at no cost, by writing or
  telephoning us at the following address:
  
                                 Biopure Corporation
                                  11 Hurley Street
                                 Cambridge, MA 02141
                                   (617) 234-6500
  
           This prospectus is part of a registration statement we filed with the
  SEC. You should rely only on the information incorporated by reference or
  provided in this prospectus and the registration statement. We have authorized
  no one to provide you with different information. You should not assume that the
  
                                         15
  19
  
  information in this prospectus is accurate as of any date other than the date on
  the front of the document.
  
                                       EXPERTS
  
           The consolidated financial statements of Biopure Corporation appearing
  in Biopure Corporation's Annual Report on Form 10-K for the year ended October
  31, 1999 have been audited by Ernst & Young LLP, independent auditors, as set
  forth in their report thereon (which contains an explanatory paragraph
  describing conditions that raise substantial doubt about the company's ability
  to continue as a going concern as described in Note 2 to the consolidated
  financial statements) included therein and incorporated herein by reference.
  Such consolidated financial statements are incorporated herein by reference in
  reliance upon such report given on the authority of such firm as experts in
  accounting and auditing.
  
                                         16
  20
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE:
  
       The following documents filed by the Registrant with the Commission are
  incorporated herein by reference.
  
       (a) the Company's Annual Report on Form 10-K for the year ended October 31,
  1999.
  
       (b) The description of the Common Stock contained in the Registrant's
  Registration Statement on Form 8-A (File No. 0-001- 15167), filed under the
  Securities Exchange Act of 1934, including any amendment or report filed for the
  purpose of updating such description.
  
       All reports and other documents filed by the Registrant after the date
  hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such reports
  and documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Jane Kober, Esq., the Company's counsel, is Senior Vice President, General
  Counsel and Secretary of the Company. As of January 23, 2000 Ms. Kober held
  4,000 shares of Common Stock, options under the 1998 Stock Option Plan to
  purchase 33,333 shares of Common Stock and options under the 1999 Omnibus
  Securities and Incentive Plan to purchase 133,333 shares of Common Stock.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Incorporated herein by reference from Registration Statement on Form S-1,
  No. 333-78829
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
       The securities being resold pursuant to the resale prospectus contained in
  this Registration Statement were issued
  
                                        II-1
  21
  
  in reliance on the exemption from registration under Rule 701 of the Securities
  Act. Biopure's employees, directors and officers who exercised stock options
  represented their intentions to acquire the securities for investment purposes
  only and not with a view for distribution thereof, and appropriate restrictive
  legends were affixed to the shares of class A common stock issued pursuant to
  the exercise of stock options.
  
  ITEM 8.  EXHIBITS.
  
       5.       Opinion of Jane Kober, Esq., as to the legality of shares
                being registered.
       23.1     Consent of Jane Kober (included in opinion of counsel filed as
                Exhibit 5).
       23.2     Consent of Ernst & Young LLP.
       24.      Power of Attorney to file future amendments (set forth on the
                signature page of this Registration Statement).
  
  ITEM 9.  UNDERTAKINGS.
  
       (a)      The undersigned Registrant hereby undertakes.
  
                    (1) To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement:
  
                    (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;
  
                    (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 maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of Registration
                    Fee" table in the effective Registration Statement.
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in
  
                                        II-2
  22
  
                    the Registration Statement or any material change to such
                    information in the Registration Statement.
  
                             Provided, however, that paragraphs (a)(1)(i) and
                    (a)(1)(ii) do not apply if the Registration Statement is on
                    Form S-3, Form S-8 or Form F-3, and the information required
                    to be included in a post-effective amendment by those
                    paragraphs is contained in periodic reports filed with or
                    furnished to the Commission by the Registrant pursuant to
                    Section 13 or Section 15(d) of the Securities Exchange Act of
                    1934 that are incorporated by reference in this Registration
                    Statement.
  
                    (2) That, for the purpose of determining any liability under
                    the Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the
                    Securities Act of 1933, each filing of the Registrant's
                    annual report pursuant to Section 13(a) or Section
                    15(d) of the Securities Exchange Act of 1934 that is
                    incorporated by reference in 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
                    Securities Act of 1933 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 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
  
                                        II-3
  23
  
                    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 Act and will be
                    governed by the final adjudication of such issue.
  
                                        II-4
  24
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that is 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 Cambridge, state of Massachusetts, on this 1st day of
  February, 2000.
  
                                             BIOPURE CORPORATION
  
                                             By: /s/ Francis H. Murphy
                                                 ---------------------------------
                                                     Francis H. Murphy
                                                     Chief Financial Officer
  
           Each person whose signature appears below constitutes and appoints
  Francis H. Murphy and Jane Kober, or either of them, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, and in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  Registration Statement on Form S-8 of Biopure Corporation and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent, full power and authority to do and perform each and every act and thing
  requisite or necessary to be done in or about the premises, as full to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agents or any of them or their or
  his substitute or substitutes may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
       SIGNATURE                            TITLE                      DATE
       ---------                            -----                      ----
  
  By: /s/ Carl W. Rausch                Chairman of the          February 1, 2000
      ------------------------------    Board, Chief
       Carl W. Rausch                   Executive
                                        Officer
                                        (principal
                                        executive
                                        officer)
  
                                        II-5
  25
  
  By: /s/ Paul A. Looney                 Director,               February 1, 2000
     ------------------------------      President
      Paul A. Looney                     (principal
                                         operating
                                         officer)
  
  By: /s/ Francis H. Murphy              Chief Financial         February 1, 2000
     ------------------------------      Officer
      Francis H. Murphy                  (principal
                                         financial and
                                         accounting
                                         officer)
  
  By: /s/ David N. Judelson              Director                February 1, 2000
     ------------------------------
      David N. Judelson
  
  By: /s/ Daniel P. Harrington           Director                February 1, 2000
     ------------------------------
      Daniel P. Harrington
  
  By:
     ------------------------------      Director                February 1, 2000
      C. Everett Koop
  
  By:                                    Director                February 1, 2000
     ------------------------------
      Charles A. Sanders,M.D.
  
  By:                                    Director                February 1, 2000
     ------------------------------
      Stephen A. Kaplan
  
                                        II-6
  26
  
                                  INDEX TO EXHIBITS
  
  NUMBER               DESCRIPTION OF EXHIBIT                               PAGE
  ------               ----------------------                               ----
  
   5      -   Opinion of Jane Kober
  23.1    -   Consent of Jane Kober (contained in Exhibit 5)                 __
  23.2    -   Consent of Ernst & Young LLP                                   __
  24      -   Power of Attorney (see "Power of Attorney" in the
              Registration Statement)                                        __