content: <PAGE>   1
  
         As filed with the Commission on August 23, 1996 File No. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                           FORM S-8 REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                     ----------
  
                               CYTOTHERAPEUTICS, INC.
               (Exact name of registrant as specified in its charter)
  
            Delaware                                          94-3078125
  - -------------------------------                           -------------------
  (State or other jurisdiction of                           (IRS Employer
  incorporation or organization)                            Identification No.)
  
  
                                 Two Richmond Square
                           Providence, Rhode Island 02906
            ------------------------------------------------------------
            (Address of principal executive offices, including zip code)
  
  
                             1992 EQUITY INCENTIVE PLAN
                              (Full title of the plan)
  
                            Frederic A. Eustis, III, Esq.
                                      Secretary
                               CytoTherapeutics, Inc.
                                 Two Richmond Square
                           Providence, Rhode Island 02906
                                   (410) 272-3310
            ------------------------------------------------------------
              (Name, address and telephone number of agent for service)
  
  
  
  <TABLE>
  
                              CALCULATION OF REGISTRATION FEE
  - -----------------------------------------------------------------------------------------
  <CAPTION>
  
  Title of              Amount              Proposed         Proposed         Amount of
  Securities            to be               maximum          maximum          registration
  to be                 registered          offering         aggregate        fee
  registered                                price per        offering
                                            share(1)         price(1)
  - -----------------------------------------------------------------------------------------
  <S>                   <C>                 <C>              <C>              <C>
  Common Stock,         1,500,000           $8.875           $13,312,500      $4591
  par value $0.01       shares
  - -----------------------------------------------------------------------------------------
  
  <FN>
  
  (1)  Estimated solely for the purpose of determining the registration fee
  pursuant to Rule 457(h) on the basis of the average of the high and low prices
  of CytoTherapeutics, Inc. Common Stock, par value $0.01, reported on NASDAQ/NMS
  on August 20, 1996.
  
  </TABLE>
  
  
                              Exhibit Index on page 7;
                                Page 1 of 19 pages.
  
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference
           -----------------------------------------------
  
           The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated herein by reference:
  
           (i)      Annual Report on Form 10-K for the fiscal year ended December
                    31, 1995, including portions of the Company's definitive Proxy
                    Statement dated April 12, 1996, filed in connection with the
                    Company's 1996 Annual Meeting of Stockholders.
  
           (ii)     Quarterly Reports on Form 10-Q for the quarters ended March 
                    31, 1996, and June 30, 1996.
  
           (iii)    Current Report on Form 8-K filed with the Commission on July 
                    16, 1996.
  
           (iv)     The description of the Company's Common Stock contained in 
                    its registration statement on Form 8-A, File No. 1-19871.
  
           All reports and other documents subsequently filed by the Company
           pursuant to Section 13(a) and (c), 14 and 15(d) of the Securities
           Exchange Act of 1934, as amended, prior to the filing of post-effective
           amendment which indicates that all securities offered hereby have been
           sold or which deregisters all securities remaining unsold, shall be
           deemed to be incorporated by reference herein and to be a part hereof
           from the date of the filing of such reports and documents.
  
  Item 4.  Description of Securities
           -------------------------
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
           --------------------------------------
  
           No material interests.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal or investigative (other than an
  action by or in the right of the corporation) by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorney's fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with such action, suit or proceeding if 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. Section 145 further
  provides that a corporation similarly may indemnify any such person serving in
  any such capacity who was or is a party or is threatened to be made a party to
  any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor, against expenses actually and
  reasonably incurred in connection with the defense or settlement of such action
  or suit if 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 except that no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or such other
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
  
                                         -2-
  
  <PAGE>   3
  
  
  
           Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided that such provision shall not eliminate or limit the
  liability of a director (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 (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption), or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
           The Registrant's Restated Certificate of Incorporation, as amended,
  provides that the Company's Directors shall not be liable to the Registrant or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except to the extent that exculpation from liabilities is not
  permitted under the Delaware General Corporation law as in effect at the time
  such liability is determined. The Restated Certificate of Incorporation, as
  amended, further provides that the Registrant shall indemnify its directors and
  officers to the full extent permitted by the law of the State of Delaware.
  
  Item 7.  Exemption from Registration Claimed
           -----------------------------------
  
           Not Applicable.
  
  Item 8.  Exhibits.
           --------
  
  Exhibit
  
  4.1       Specimen Stock Certificate (incorporated by reference to Exhibit 4 of
            the Registrant's Registration Statement on Form S-1, File No.
            33-45739).
  
  5.1       Opinion of Ropes & Gray.
  
  23.1      Consent of Ernst & Young LLP.
  
  23.2      Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5
            to this registration statement).
  
  24.1      Powers of Attorney (included in Part II of this registration statement
            under the caption "Signatures").
  
  99.1      1992 Equity Incentive Plan, as amended to date
  
  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; and
  
  
                                         -3-
  
  <PAGE>   4
  
  
  
                           (iii) To include any material information with respect
                      to the plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;
  
  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the 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, (and, where applicable, each filing of the
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be 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 pubic policy as expressed in
  the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
  issue.
  
                                         -4-
  
  <PAGE>   5
  
  
                                     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 on Form S-8 to be signed on its behalf by the undersigned thereunto
  duly authorized, in Providence, Rhode Island, on August 23, 1996.
  
  
  
                                        By  /s/ Seth A. Rudnick
                                            ------------------------------------
                                            Seth A. Rudnick
                                            Chairman and Chief Executive Officer
                                            and Director
  
  
           Each person whose signature appears below constitutes and appoints Seth
  A. Rudnick and Frederic A. Eustis, and each of them singly, his or her true and
  lawful attorney-in-fact and agent with full power of substitution and
  resubstitution, for him or her and in his or her name, place and stead, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this registration statement on Form S-8 to be filed by
  CytoTherapeutics, Inc., and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents full power and
  authority to be done in and about the premises, as fully to all intents and
  purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or their 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 on Form S-8 has been signed below by the following
  persons in the capacities shown.
  
  
  Signature                    Capacity                           Date
  - ---------                    --------                           ----
  
  
  /s/ Seth A. Rudnick          Chairman, Chief Executive          August 23, 1996 
  - ------------------------     Officer and Director (principal
  Seth A. Rudnick              executive officer)              
  
                                  
  /s/ Daniel E. Geffken        Chief Financial Officer, Vice      August 23, 1996
  - ------------------------     President and Treasurer      
  Daniel E. Geffken            (principal financial and     
                               accounting officer)          
  
                               
  /s/ Edwin C. Cadman          Director                           August 23, 1996
  - ------------------------
  Edwin C. Cadman
  
  
  /s/ Donald R. Conklin        Director                           August 23, 1996
  - ------------------------
  Donald R. Conklin
  
  
  - ------------------------     Director        
  Patrick Aebischer
  
  
  /s/ Mark J. Levin            Director                           August 23, 1996
  - ------------------------
  Mark J. Levin
  
  
                                         -5-
  
  <PAGE>   6
  
  
  
  Signature                         Capacity                   Date
  - ---------                         --------                   ----
  
  
  /s/ Richard J. Ramsden            Director                   August 23, 1996
  - ----------------------------
  Richard J. Ramsden
  
  
  
  /s/ Peter K. Simon                Director                   August 23, 1996
  - ----------------------------
  Peter K. Simon
  
  
  /s/ Sandra Nusinoff Lehrman       Director                   August 23, 1996
  - ----------------------------
  Sandra Nusinoff Lehrman
  
  
  
                                         -6-
  
  <PAGE>   7
  
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit
  Number
  - ------
                                 Title of Exhibit                          Page
                                 ----------------                          ----
  
  5.1              Opinion of Ropes & Gray.                                  8
  
  23.1             Consent of Ernst & Young, LLP.                            9
  
  23.2             Consent of Ropes & Gray (contained in the opinion 
                   filed as Exhibit 5.1 to this registration statement).
  
  24.1             Powers of Attorney (included in Part II of this 
                   registration statement under the caption 
                   "Signatures").
  
  99.1             1992 Equity Incentive Plan, as amended to date           10
  
  
  
                                         -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "CYTOTHERAPEUTICS, INC.", "secsgml_size_bytes": 17830}]
metadata_filer: {"company-data": {"conformed-name": "CYTOTHERAPEUTICS INC/DE", "cik": "0000883975", "assigned-sic": "2836", "irs-number": "943078125", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10773", "film-number": "96620127"}, "business-address": {"street1": "2 RICHMOND SQUARE", "city": "PROVIDENCE", "state": "RI", "zip": "02906", "phone": "4012723310"}, "mail-address": {"street1": "2 RICHMOND SQUARE", "city": "PROVIDENCE", "state": "RI", "zip": "02906"}}
text: 1
  
         As filed with the Commission on August 23, 1996 File No. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                           FORM S-8 REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                     ----------
  
                               CYTOTHERAPEUTICS, INC.
               (Exact name of registrant as specified in its charter)
  
            Delaware                                          94-3078125
  - -------------------------------                           -------------------
  (State or other jurisdiction of                           (IRS Employer
  incorporation or organization)                            Identification No.)
  
                                 Two Richmond Square
                           Providence, Rhode Island 02906
            ------------------------------------------------------------
            (Address of principal executive offices, including zip code)
  
                             1992 EQUITY INCENTIVE PLAN
                              (Full title of the plan)
  
                            Frederic A. Eustis, III, Esq.
                                      Secretary
                               CytoTherapeutics, Inc.
                                 Two Richmond Square
                           Providence, Rhode Island 02906
                                   (410) 272-3310
            ------------------------------------------------------------
              (Name, address and telephone number of agent for service)
  
                              CALCULATION OF REGISTRATION FEE
  - -----------------------------------------------------------------------------------------
  Title of              Amount              Proposed         Proposed         Amount of
  Securities            to be               maximum          maximum          registration
  to be                 registered          offering         aggregate        fee
  registered                                price per        offering
                                            share(1)         price(1)
  - -----------------------------------------------------------------------------------------
  Common Stock,         1,500,000           $8.875           $13,312,500      $4591
  par value $0.01       shares
  - -----------------------------------------------------------------------------------------
  (1)  Estimated solely for the purpose of determining the registration fee
  pursuant to Rule 457(h) on the basis of the average of the high and low prices
  of CytoTherapeutics, Inc. Common Stock, par value $0.01, reported on NASDAQ/NMS
  on August 20, 1996.
  Exhibit Index on page 7;
                                Page 1 of 19 pages.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference
           -----------------------------------------------
  
           The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated herein by reference:
  
           (i)      Annual Report on Form 10-K for the fiscal year ended December
                    31, 1995, including portions of the Company's definitive Proxy
                    Statement dated April 12, 1996, filed in connection with the
                    Company's 1996 Annual Meeting of Stockholders.
  
           (ii)     Quarterly Reports on Form 10-Q for the quarters ended March 
                    31, 1996, and June 30, 1996.
  
           (iii)    Current Report on Form 8-K filed with the Commission on July 
                    16, 1996.
  
           (iv)     The description of the Company's Common Stock contained in 
                    its registration statement on Form 8-A, File No. 1-19871.
  
           All reports and other documents subsequently filed by the Company
           pursuant to Section 13(a) and (c), 14 and 15(d) of the Securities
           Exchange Act of 1934, as amended, prior to the filing of post-effective
           amendment which indicates that all securities offered hereby have been
           sold or which deregisters all securities remaining unsold, shall be
           deemed to be incorporated by reference herein and to be a part hereof
           from the date of the filing of such reports and documents.
  
  Item 4.  Description of Securities
           -------------------------
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
           --------------------------------------
  
           No material interests.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal or investigative (other than an
  action by or in the right of the corporation) by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorney's fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with such action, suit or proceeding if 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. Section 145 further
  provides that a corporation similarly may indemnify any such person serving in
  any such capacity who was or is a party or is threatened to be made a party to
  any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor, against expenses actually and
  reasonably incurred in connection with the defense or settlement of such action
  or suit if 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 except that no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or such other
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
                                         -2-
  3
  
           Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided that such provision shall not eliminate or limit the
  liability of a director (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 (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption), or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
           The Registrant's Restated Certificate of Incorporation, as amended,
  provides that the Company's Directors shall not be liable to the Registrant or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except to the extent that exculpation from liabilities is not
  permitted under the Delaware General Corporation law as in effect at the time
  such liability is determined. The Restated Certificate of Incorporation, as
  amended, further provides that the Registrant shall indemnify its directors and
  officers to the full extent permitted by the law of the State of Delaware.
  
  Item 7.  Exemption from Registration Claimed
           -----------------------------------
  
           Not Applicable.
  
  Item 8.  Exhibits.
           --------
  
  Exhibit
  
  4.1       Specimen Stock Certificate (incorporated by reference to Exhibit 4 of
            the Registrant's Registration Statement on Form S-1, File No.
            33-45739).
  
  5.1       Opinion of Ropes & Gray.
  
  23.1      Consent of Ernst & Young LLP.
  
  23.2      Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5
            to this registration statement).
  
  24.1      Powers of Attorney (included in Part II of this registration statement
            under the caption "Signatures").
  
  99.1      1992 Equity Incentive Plan, as amended to date
  
  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; and
  
                                         -3-
  4
  
                           (iii) To include any material information with respect
                      to the plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;
  
  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the 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, (and, where applicable, each filing of the
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be 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 pubic policy as expressed in
  the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
  issue.
  
                                         -4-
  5
  
                                     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 on Form S-8 to be signed on its behalf by the undersigned thereunto
  duly authorized, in Providence, Rhode Island, on August 23, 1996.
  
                                        By  /s/ Seth A. Rudnick
                                            ------------------------------------
                                            Seth A. Rudnick
                                            Chairman and Chief Executive Officer
                                            and Director
  
           Each person whose signature appears below constitutes and appoints Seth
  A. Rudnick and Frederic A. Eustis, and each of them singly, his or her true and
  lawful attorney-in-fact and agent with full power of substitution and
  resubstitution, for him or her and in his or her name, place and stead, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this registration statement on Form S-8 to be filed by
  CytoTherapeutics, Inc., and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents full power and
  authority to be done in and about the premises, as fully to all intents and
  purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or their 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 on Form S-8 has been signed below by the following
  persons in the capacities shown.
  
  Signature                    Capacity                           Date
  - ---------                    --------                           ----
  
  /s/ Seth A. Rudnick          Chairman, Chief Executive          August 23, 1996 
  - ------------------------     Officer and Director (principal
  Seth A. Rudnick              executive officer)              
  
                                  
  /s/ Daniel E. Geffken        Chief Financial Officer, Vice      August 23, 1996
  - ------------------------     President and Treasurer      
  Daniel E. Geffken            (principal financial and     
                               accounting officer)          
  
                               
  /s/ Edwin C. Cadman          Director                           August 23, 1996
  - ------------------------
  Edwin C. Cadman
  
  /s/ Donald R. Conklin        Director                           August 23, 1996
  - ------------------------
  Donald R. Conklin
  
  - ------------------------     Director        
  Patrick Aebischer
  
  /s/ Mark J. Levin            Director                           August 23, 1996
  - ------------------------
  Mark J. Levin
  
                                         -5-
  6
  
  Signature                         Capacity                   Date
  - ---------                         --------                   ----
  
  /s/ Richard J. Ramsden            Director                   August 23, 1996
  - ----------------------------
  Richard J. Ramsden
  
  /s/ Peter K. Simon                Director                   August 23, 1996
  - ----------------------------
  Peter K. Simon
  
  /s/ Sandra Nusinoff Lehrman       Director                   August 23, 1996
  - ----------------------------
  Sandra Nusinoff Lehrman
  
                                         -6-
  7
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number
  - ------
                                 Title of Exhibit                          Page
                                 ----------------                          ----
  
  5.1              Opinion of Ropes & Gray.                                  8
  
  23.1             Consent of Ernst & Young, LLP.                            9
  
  23.2             Consent of Ropes & Gray (contained in the opinion 
                   filed as Exhibit 5.1 to this registration statement).
  
  24.1             Powers of Attorney (included in Part II of this 
                   registration statement under the caption 
                   "Signatures").
  
  99.1             1992 Equity Incentive Plan, as amended to date           10
  
                                         -7-