content: <PAGE>   1
  
  
     As filed with the Securities and Exchange Commission on November 16, 1995
                                                              Registration No. 33-
  - ------------------------------------------------------------------------------
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
  
                                ORGANOGENESIS INC.
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
             DELAWARE                                   04-2871690
  - -------------------------------                   -------------------
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                    Identification No.)
  
                    150 DAN ROAD, CANTON, MASSACHUSETTS 02021
                    -----------------------------------------
               (Address of principal executive offices) (Zip Code)
  
                              1995 STOCK OPTION PLAN
                              ----------------------
                             (Full title of the Plan)
                                   
   STEVEN D. SINGER, ESQ., HALE AND DORR, 60 STATE STREET, BOSTON, MASSACHUSETTS
                                       02109
  - --------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
                                  (617) 526-6000
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
  <TABLE>
                          CALCULATION OF REGISTRATION FEE
  
  =======================================================================================================
  <CAPTION>
                                               Proposed
     Title of Securities      Amount           Maximum              Proposed                Amount of
           to be               to be         Offering Price      Maximum Aggregate        Registration
        Registered          Registered        Per Share(1)       Offering Price(1)             Fee
  
  - -------------------------------------------------------------------------------------------------------
  <S>                      <C>                  <C>                <C>                       <C>  
  Common Stock,                                            
  $.01 par value           1,500,000 Shares     $19.38             $29,070,000              $5,814.00
  - -------------------------------------------------------------------------------------------------------
  <FN>
  
         (1) Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended,
  and based upon the average of the high and low price of the Registrant's Common
  Stock on the American Stock Exchange on November 14, 1995.
  
  </TABLE>
                                Page 1 of 10 pages.
                          Exhibit Index begins on page 8.
  
                                                                                
  <PAGE>   2
  
  
  
  
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       Item 1.   Plan Information.
                 ----------------
       The information required by Part I is included in documents
  sent or given to participants in the 1995 Stock Option Plan of
  Organogenesis Inc. (the "Registrant"), pursuant to Rule 428(b)(1)
  of the Securities Act of 1933 (as amended, the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3.  Incorporation of Certain Documents by Reference.
                -----------------------------------------------
  
       The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities
  Exchange Act of 1934 (as amended, the "Exchange Act"), and in
  accordance therewith files reports, proxy statements and other
  information with the Securities and Exchange Commission.  The
  following documents, which are on file with the Securities and
  Exchange Commission, are incorporated in this Registration
  Statement by reference:
  
            (a)  The Registrant's latest annual report filed
       pursuant to Section 13(a) or 15(d) of the Exchange Act or the
       latest prospectus filed pursuant to Rule 424(b) under the
       Securities Act that contains audited financial statements for
       the Registrant's latest fiscal year for which such statements
       have been filed.
  
            (b)  All other reports filed pursuant to Section 13(a)
       or 15(d) of the Exchange Act since the end of the fiscal year
       covered by the Registrant document referred to in (a) above.
  
            (c)  The description of the Common Stock, par value $.01
       per share ("Common Stock"), contained in a registration
       statement filed under the Exchange Act, including any
       amendment or report filed for the purpose of updating such
       description.
  
       All documents subsequently filed by the Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
  to the filing of a post-effective amendment which indicates that
  all securities offered hereby have been sold or which deregisters
  all such securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be part hereof from the
  date of the filing of such documents.
  
  
  
                                        -2-
  <PAGE>   3
  
  
  
  
  
       Item 4.  Description of Securities.
                -------------------------
       Not applicable.
  
       Item 5.  Interests of Named Experts and Counsel.
                --------------------------------------
  
       The validity of the securities hereby registered will be
  passed upon by Hale and Dorr, Boston, Massachusetts.  Steven D.
  Singer, Esq., a partner of Hale and Dorr, serves as Secretary to
  the Registrant.
  
       Item 6.  Indemnification of Directors and Officers.
                -----------------------------------------
  
       Section 145 of the Delaware General Corporation Law empowers
  a Delaware corporation to indemnify any person who is, or is
  threatened to be made, a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the
  right of such corporation) by reason of the fact that such person
  is or was an officer or director of such corporation, or is or was
  serving at the request of such corporation as a director, officer,
  employee or agent of another corporation or enterprise.  The
  indemnity may include expenses (including attorney's fees),
  judgments, fines and amounts paid in settlement actually and
  reasonably incurred by such person in connection with such action,
  suit or proceeding, provided that he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his
  conduct was unlawful.  A Delaware corporation may indemnify
  officers and directors in an action by or in the right of the
  corporation under the same conditions, except that no
  indemnification is permitted without judicial approval if the
  officer or director is adjudged to be liable for negligence or
  misconduct in the performance of his duty to the corporation.
  Where an officer or director is successful on the merits or
  otherwise in the defense of any action referred to above, the
  corporation must indemnify him against the expenses which he
  actually and reasonably incurred in connection therewith.  The
  indemnification provided is not deemed to be exclusive of any
  other rights to which an officer or director may be entitled under
  a corporation's by-laws, an agreement, vote or otherwise.
  
       Section 102(b)(7) of the Delaware General Corporation Law, as
  amended, permits a corporation to provide in its certificate of
  incorporation that a director of the corporation shall not be
  personally liable to the corporation or its stockholders for
  
  
                                        -3-
  <PAGE>   4
  
  
  
  
  
  monetary damages for breach of fiduciary duty as a director,
  except for liability (i) for any breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) for acts or
  omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) under Section 174
  of the Delaware General Corporation Law, or (iv) for any
  transaction from which the director derived an improper personal
  benefit.
  
       The Company's Restated Certificate of Incorporation, as
  amended, provides (i) for indemnification to the fullest extent
  permitted by law, (ii) that such indemnification provisions shall
  be deemed to be contractual and (iii) that the Company may advance
  litigation expenses to an officer or director prior to the final
  disposition of an action.
  
       The Company's Restated Certificate of Incorporation, as
  amended, also provides that directors shall not be personally
  liable to the Company or its stockholders for monetary damages to
  the extent permitted by Section 102(b)(7) of the Delaware General
  Corporation Law.
  
       The Company has a Directors and Officers liability insurance
  policy that insures the Company's directors and officers against
  certain liabilities.
  
       Item 7.   Exemption From Registration Claimed.
                 -----------------------------------
       Not applicable.
  
       Item 8.   Exhibits.
                 --------
  
       The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
       Item 9.   Undertakings.
                 ------------
       1.   The Registrant hereby undertakes:
  
            (a)  To file, during any period in which offers or sales
       are being made, a post-effective amendment to this
       Registration Statement to include any material information
       with respect to the plan of distribution not previously
       disclosed in this Registration Statement or any material
       change to such information in this Registration Statement.
  
  
  
  
                                        -4-
  <PAGE>   5
  
  
  
  
  
            (b)  That, for the purpose of determining any liability
       under the Securities Act, each such post-effective amendment
       shall be deemed to be a new registration statement relating
       to the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial
       bona fide offering thereof.
  
            (c)  To remove from registration by means of a
       post-effective amendment any of the securities being
       registered which remain unsold at the termination of the
       offering.
  
       2.   The Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.
  
       3.   Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the foregoing
  provisions, or otherwise, the Registrant has been advised that in
  the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other
  than the payment by the Registrant of expenses incurred or paid by
  a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted
  by such director, officer or controlling person in connection with
  the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by
  controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will
  be governed by the final adjudication of such issue.
  
  
  
  
  
                                        -5-
  <PAGE>   6
  
  
  
  
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933,
  the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and
  has duly caused this Registration Statement to be signed on its
  behalf by the undersigned, thereunto duly authorized, in the City
  of Boston, Commonwealth of Massachusetts, on the 16th day of
  November, 1995.
  
                           ORGANOGENESIS INC.
  
  
                           By: /S/ HERBERT M. STEIN
                               -------------------------------------
                                Herbert M. Stein
                                Chairman and Chief Executive Officer
  
  
  
                                POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Organogenesis
  Inc., hereby severally constitute and appoint Herbert M. Stein and
  Steven D. Singer, and each of them singly, our true and lawful
  attorneys with full power to them, to sign for us and in our
  names, in the capacities indicated below, the Registration
  Statement filed herewith, and any and all amendments to said
  registration statement and generally to do all such things in our
  names and behalf in our capacities as officers and directors to
  enable Organogenesis Inc. to comply with the Securities Act of
  1933, and all requirements of the Securities and Exchange
  Commission, hereby ratifying and confirming our signatures as they
  may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  
  <TABLE>
  
  <CAPTION>
       Signature               Title                          Date
  <S>                      <C>                           <C>
  /S/ HERBERT M. STEIN     Chief Executive Officer,      November 16, 1995
  - ----------------------   Chairman and Director
  Herbert M. Stein         (Principal Executive
                           Officer Principal
                           Financial Officer and
                           Principal Accounting
                           Officer)
  
  
  </TABLE>
  
  
                                        -6-
  <PAGE>   7
  
  
  
  
  
  <TABLE>
  
  <S>                      <C>                            <C>
  /S/ DAVID T. ROVEE       President, Chief Operating     November 16, 1995
  - ------------------------
  David T. Rovee           Officer, Chief Scientific
                           Officer and Director
  
  /S/ RICHARD S. CRESSE    Director                       November 16, 1995
  - ------------------------
  Richard S. Cresse
                           
  /S/ WILLIAM J. HOPKE     Director                       November 16, 1995
  - ------------------------
  William J. Hopke
                          
  /S/ MARGUERITE A. PERIT  Director                       November 16, 1995
  - ------------------------
  Marguerite A. Perit
  
  
  /S/ ANTON E. SCHRAFL     Director                       November 16, 1995
  - ------------------------
  Anton E. Schrafl
  
  
  /S/ BJORN R. OLSEN       Director                       November 16, 1995
  - ------------------------
  Bjorn R. Olsen
  
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   8
  
  
  
  
  <TABLE>
  
                                 INDEX TO EXHIBITS
  
  
  <CAPTION>
  Exhibit
  Number         Exhibit                                      Page
  - ------         -------                                      ----
   <S>      <C>                                               <C>
    4.1     Restated Certificate of Incorporation of the      n/a
            Registrant (Previously filed with the Commission
            as an Exhibit to the Registrant's Registration
            Statement on Form S-3, File No. 33-40287, which
            was filed with the Commission on April 30, 1991
            and is incorporated herein by reference)
  
    4.2     By-Laws, as amended, of the Registrant            n/a
            (Previously filed with the Commission as an
            Exhibit to the Registrant's Annual Report on
            Form 10-K, as amended, File No. 0-15246,
            which was originally filed with the Commission
            March 31, 1987 and is incorporated herein by
            reference)
  
    4.3     Rights Agreement, dated as of September 1, 1995,
            between the Registrant and American Stock 
            Transfer & Trust Company, which includes: 
            (i) Exhibit A, the Form of Certificate of 
            Designations; (ii) Exhibit B, the Form of Rights
            Certificate; and (iii) Exhibit C, the Summary
            of Rights to purchase Series B Preferred Stock
            (previously filed with the Commission as an 
            Exhibit to the Form 8-K filed by the Registrant
            with the Commission on August 31, 1995)           n/a
  
    5.1     Opinion of Hale and Dorr                          9
  
   23.1     Consent of Hale and Dorr (included in
            Exhibit 5.1)
  
   23.2     Consent of Coopers & Lybrand L.L.P.               10
  
   24.1     Powers of Attorney (included on the
            signature page of this Registration
            Statement)
  </TABLE>
  
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ORGANOGENESIS, INC", "secsgml_size_bytes": 18010}]
metadata_filer: {"company-data": {"conformed-name": "ORGANOGENESIS INC", "cik": "0000779733", "assigned-sic": "8731", "irs-number": "042871690", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64319", "film-number": "95594195"}, "business-address": {"street1": "150 DAN ROAD", "city": "CANTON", "state": "MA", "zip": "0102", "phone": "6175750775"}, "mail-address": {"street2": "150 DAN ROAD", "city": "CANTON", "state": "MA", "zip": "01002"}}
text: 1
  
     As filed with the Securities and Exchange Commission on November 16, 1995
                                                              Registration No. 33-
  - ------------------------------------------------------------------------------
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
  
                                ORGANOGENESIS INC.
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
             DELAWARE                                   04-2871690
  - -------------------------------                   -------------------
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                    Identification No.)
  
                    150 DAN ROAD, CANTON, MASSACHUSETTS 02021
                    -----------------------------------------
               (Address of principal executive offices) (Zip Code)
  
                              1995 STOCK OPTION PLAN
                              ----------------------
                             (Full title of the Plan)
                                   
   STEVEN D. SINGER, ESQ., HALE AND DORR, 60 STATE STREET, BOSTON, MASSACHUSETTS
                                       02109
  - --------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
                                  (617) 526-6000
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  =======================================================================================================
  Proposed
     Title of Securities      Amount           Maximum              Proposed                Amount of
           to be               to be         Offering Price      Maximum Aggregate        Registration
        Registered          Registered        Per Share(1)       Offering Price(1)             Fee
  
  - -------------------------------------------------------------------------------------------------------
  Common Stock,                                            
  $.01 par value           1,500,000 Shares     $19.38             $29,070,000              $5,814.00
  - -------------------------------------------------------------------------------------------------------
  (1) Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended,
  and based upon the average of the high and low price of the Registrant's Common
  Stock on the American Stock Exchange on November 14, 1995.
  Page 1 of 10 pages.
                          Exhibit Index begins on page 8.
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       Item 1.   Plan Information.
                 ----------------
       The information required by Part I is included in documents
  sent or given to participants in the 1995 Stock Option Plan of
  Organogenesis Inc. (the "Registrant"), pursuant to Rule 428(b)(1)
  of the Securities Act of 1933 (as amended, the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3.  Incorporation of Certain Documents by Reference.
                -----------------------------------------------
  
       The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities
  Exchange Act of 1934 (as amended, the "Exchange Act"), and in
  accordance therewith files reports, proxy statements and other
  information with the Securities and Exchange Commission.  The
  following documents, which are on file with the Securities and
  Exchange Commission, are incorporated in this Registration
  Statement by reference:
  
            (a)  The Registrant's latest annual report filed
       pursuant to Section 13(a) or 15(d) of the Exchange Act or the
       latest prospectus filed pursuant to Rule 424(b) under the
       Securities Act that contains audited financial statements for
       the Registrant's latest fiscal year for which such statements
       have been filed.
  
            (b)  All other reports filed pursuant to Section 13(a)
       or 15(d) of the Exchange Act since the end of the fiscal year
       covered by the Registrant document referred to in (a) above.
  
            (c)  The description of the Common Stock, par value $.01
       per share ("Common Stock"), contained in a registration
       statement filed under the Exchange Act, including any
       amendment or report filed for the purpose of updating such
       description.
  
       All documents subsequently filed by the Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
  to the filing of a post-effective amendment which indicates that
  all securities offered hereby have been sold or which deregisters
  all such securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be part hereof from the
  date of the filing of such documents.
  
                                        -2-
  3
  
       Item 4.  Description of Securities.
                -------------------------
       Not applicable.
  
       Item 5.  Interests of Named Experts and Counsel.
                --------------------------------------
  
       The validity of the securities hereby registered will be
  passed upon by Hale and Dorr, Boston, Massachusetts.  Steven D.
  Singer, Esq., a partner of Hale and Dorr, serves as Secretary to
  the Registrant.
  
       Item 6.  Indemnification of Directors and Officers.
                -----------------------------------------
  
       Section 145 of the Delaware General Corporation Law empowers
  a Delaware corporation to indemnify any person who is, or is
  threatened to be made, a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the
  right of such corporation) by reason of the fact that such person
  is or was an officer or director of such corporation, or is or was
  serving at the request of such corporation as a director, officer,
  employee or agent of another corporation or enterprise.  The
  indemnity may include expenses (including attorney's fees),
  judgments, fines and amounts paid in settlement actually and
  reasonably incurred by such person in connection with such action,
  suit or proceeding, provided that he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his
  conduct was unlawful.  A Delaware corporation may indemnify
  officers and directors in an action by or in the right of the
  corporation under the same conditions, except that no
  indemnification is permitted without judicial approval if the
  officer or director is adjudged to be liable for negligence or
  misconduct in the performance of his duty to the corporation.
  Where an officer or director is successful on the merits or
  otherwise in the defense of any action referred to above, the
  corporation must indemnify him against the expenses which he
  actually and reasonably incurred in connection therewith.  The
  indemnification provided is not deemed to be exclusive of any
  other rights to which an officer or director may be entitled under
  a corporation's by-laws, an agreement, vote or otherwise.
  
       Section 102(b)(7) of the Delaware General Corporation Law, as
  amended, permits a corporation to provide in its certificate of
  incorporation that a director of the corporation shall not be
  personally liable to the corporation or its stockholders for
  
                                        -3-
  4
  
  monetary damages for breach of fiduciary duty as a director,
  except for liability (i) for any breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) for acts or
  omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) under Section 174
  of the Delaware General Corporation Law, or (iv) for any
  transaction from which the director derived an improper personal
  benefit.
  
       The Company's Restated Certificate of Incorporation, as
  amended, provides (i) for indemnification to the fullest extent
  permitted by law, (ii) that such indemnification provisions shall
  be deemed to be contractual and (iii) that the Company may advance
  litigation expenses to an officer or director prior to the final
  disposition of an action.
  
       The Company's Restated Certificate of Incorporation, as
  amended, also provides that directors shall not be personally
  liable to the Company or its stockholders for monetary damages to
  the extent permitted by Section 102(b)(7) of the Delaware General
  Corporation Law.
  
       The Company has a Directors and Officers liability insurance
  policy that insures the Company's directors and officers against
  certain liabilities.
  
       Item 7.   Exemption From Registration Claimed.
                 -----------------------------------
       Not applicable.
  
       Item 8.   Exhibits.
                 --------
  
       The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
       Item 9.   Undertakings.
                 ------------
       1.   The Registrant hereby undertakes:
  
            (a)  To file, during any period in which offers or sales
       are being made, a post-effective amendment to this
       Registration Statement to include any material information
       with respect to the plan of distribution not previously
       disclosed in this Registration Statement or any material
       change to such information in this Registration Statement.
  
                                        -4-
  5
  
            (b)  That, for the purpose of determining any liability
       under the Securities Act, each such post-effective amendment
       shall be deemed to be a new registration statement relating
       to the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial
       bona fide offering thereof.
  
            (c)  To remove from registration by means of a
       post-effective amendment any of the securities being
       registered which remain unsold at the termination of the
       offering.
  
       2.   The Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Exchange Act (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.
  
       3.   Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the foregoing
  provisions, or otherwise, the Registrant has been advised that in
  the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other
  than the payment by the Registrant of expenses incurred or paid by
  a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted
  by such director, officer or controlling person in connection with
  the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by
  controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will
  be governed by the final adjudication of such issue.
  
                                        -5-
  6
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933,
  the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and
  has duly caused this Registration Statement to be signed on its
  behalf by the undersigned, thereunto duly authorized, in the City
  of Boston, Commonwealth of Massachusetts, on the 16th day of
  November, 1995.
  
                           ORGANOGENESIS INC.
  
                           By: /S/ HERBERT M. STEIN
                               -------------------------------------
                                Herbert M. Stein
                                Chairman and Chief Executive Officer
  
                                POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Organogenesis
  Inc., hereby severally constitute and appoint Herbert M. Stein and
  Steven D. Singer, and each of them singly, our true and lawful
  attorneys with full power to them, to sign for us and in our
  names, in the capacities indicated below, the Registration
  Statement filed herewith, and any and all amendments to said
  registration statement and generally to do all such things in our
  names and behalf in our capacities as officers and directors to
  enable Organogenesis Inc. to comply with the Securities Act of
  1933, and all requirements of the Securities and Exchange
  Commission, hereby ratifying and confirming our signatures as they
  may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  Signature               Title                          Date
  /S/ HERBERT M. STEIN     Chief Executive Officer,      November 16, 1995
  - ----------------------   Chairman and Director
  Herbert M. Stein         (Principal Executive
                           Officer Principal
                           Financial Officer and
                           Principal Accounting
                           Officer)
  -6-
  7
  /S/ DAVID T. ROVEE       President, Chief Operating     November 16, 1995
  - ------------------------
  David T. Rovee           Officer, Chief Scientific
                           Officer and Director
  
  /S/ RICHARD S. CRESSE    Director                       November 16, 1995
  - ------------------------
  Richard S. Cresse
                           
  /S/ WILLIAM J. HOPKE     Director                       November 16, 1995
  - ------------------------
  William J. Hopke
                          
  /S/ MARGUERITE A. PERIT  Director                       November 16, 1995
  - ------------------------
  Marguerite A. Perit
  
  /S/ ANTON E. SCHRAFL     Director                       November 16, 1995
  - ------------------------
  Anton E. Schrafl
  
  /S/ BJORN R. OLSEN       Director                       November 16, 1995
  - ------------------------
  Bjorn R. Olsen
  -7-
  8
  
                                 INDEX TO EXHIBITS
  Exhibit
  Number         Exhibit                                      Page
  - ------         -------                                      ----
  4.1     Restated Certificate of Incorporation of the      n/a
            Registrant (Previously filed with the Commission
            as an Exhibit to the Registrant's Registration
            Statement on Form S-3, File No. 33-40287, which
            was filed with the Commission on April 30, 1991
            and is incorporated herein by reference)
  
    4.2     By-Laws, as amended, of the Registrant            n/a
            (Previously filed with the Commission as an
            Exhibit to the Registrant's Annual Report on
            Form 10-K, as amended, File No. 0-15246,
            which was originally filed with the Commission
            March 31, 1987 and is incorporated herein by
            reference)
  
    4.3     Rights Agreement, dated as of September 1, 1995,
            between the Registrant and American Stock 
            Transfer & Trust Company, which includes: 
            (i) Exhibit A, the Form of Certificate of 
            Designations; (ii) Exhibit B, the Form of Rights
            Certificate; and (iii) Exhibit C, the Summary
            of Rights to purchase Series B Preferred Stock
            (previously filed with the Commission as an 
            Exhibit to the Form 8-K filed by the Registrant
            with the Commission on August 31, 1995)           n/a
  
    5.1     Opinion of Hale and Dorr                          9
  
   23.1     Consent of Hale and Dorr (included in
            Exhibit 5.1)
  
   23.2     Consent of Coopers & Lybrand L.L.P.               10
  
   24.1     Powers of Attorney (included on the
            signature page of this Registration
            Statement)
  -8-