content: <PAGE>   1
      As filed with the Securities and Exchange Commission on January 16, 1997
  
                                                             REGISTRATION NO. 333-
  ================================================================================
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                             ---------------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             ---------------------------
  
                            TRANSKARYOTIC THERAPIES, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                                                         <C>
                    DELAWARE                                                                 04-3027191
  (State or other jurisdiction of incorporation)                              (I.R.S. Employer Identification No.)
  
   195 ALBANY STREET, CAMBRIDGE, MASSACHUSETTS                                                  02139
     (Address of Principal Executive Offices)                                                (Zip Code)
  </TABLE>
  
                             ---------------------------
  
                    1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                  RICHARD F SELDEN
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            Transkaryotic Therapies, Inc.
                                  195 Albany Street
                                 Cambridge, MA 02139
                       (Name and Address of Agent For Service)
  
                                   (617) 349-0200
                       (Telephone Number, Including Area Code
                                of Agent For Service)
  
  
                             ---------------------------
  
  
  <TABLE>
                                            CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
  -----------------------------------------------------------------------------------------------------------------
      Title Of Securities To Be     Amount To Be          Proposed          Proposed Maximum          Amount Of
              Registered             Registered       Maximum Offering     Aggregate Offering      Registration Fee
                                                     Price Per Share(1)         Price(1)
  -----------------------------------------------------------------------------------------------------------------
  <S>                                  <C>                <C>                  <C>                    <C>
  Common Stock, $0.01 par value        231,429            $18.625              $4,310,365             $1,302.20
  -----------------------------------------------------------------------------------------------------------------
  <FN>
  
  (1)      Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h)
           based upon the average of the high and low sale prices on January 10, 1997 as reported by the Nasdaq
           National Market System.
  </TABLE>
  
  ================================================================================
  
                                    Page 1 of 10
                           Exhibit Index appears at Page 8
  
  
  <PAGE>   2
  
  
  
  
  
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in the documents sent or
  given to participants in the 1993 Non-Employee Director Stock Option Plan of
  Transkaryotic Therapies, 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 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 "Commission"). The following documents filed with the Commission
  are incorporated herein 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), or otherwise, under the Securities Act that contains, either
  directly or by incorporation by reference, audited financial statements for the
  Registrant's latest fiscal year for which such statements have been filed.
  
           (b) All reports filed by the Registrant pursuant to Section 13(a) or
  15(d) of the Exchange Act since the end of the fiscal year covered by the annual
  report or prospectus referred to in (a) above.
  
           (c) The description of the common stock of the Registrant, par value
  $.01 per share, (the "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.
  
           (d) The Registrant's definitive proxy statement or information
  statement, if any, filed pursuant to Section 14 of the Exchange Act in
  connection with the latest annual meeting of its stockholders, and any
  definitive proxy or information statements so filed in connection with any
  subsequent special meetings of its stockholders.
  
           (e) Information as to stock options, including the amount outstanding,
  exercises, prices and expiration dates, included in the Registrant's definitive
  proxy statement, described in (d) above and which will be included in the future
  either in the Registrant's proxy statements, annual reports or appendices to the
  prospectus.
  
           All documents filed after the date of this Registration Statement by
  the Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange
  Act and prior to the filing of a post-effective amendment that indicates that
  all shares of Common Stock offered hereunder have been sold or which deregisters
  all shares of Common Stock 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.
  
                                    Page 2 of 10
  
  
  <PAGE>   3
  
  
  
  
  Item 5.  Interests of Named Experts and Counsel.
  ------------------------------------------------
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  --------------------------------------------------
  
           Section 145 of the Delaware General Corporation Law permits the
  Registrant to indemnify directors, officers, employees and agents of the
  Registrant against actual and reasonable expenses (including attorneys' fees)
  incurred by them in connection with any action, suit or proceeding brought
  against them by reason of their status or service as a director, officer,
  employee or agent by or on behalf of the Registrant, and against expenses
  (including attorneys' fees), judgments, fines and settlements actually and
  reasonably incurred by him in connection with any such action, suit or
  proceeding, if (i) he acted in good faith and in a manner he reasonably believed
  to be in or not opposed to the best interests of the Registrant, and (ii) in the
  case of a criminal proceeding, he had no reasonable cause to believe his conduct
  was unlawful. Except as ordered by a court, no indemnification shall be made in
  connection with any proceeding brought by or in the right of the corporation
  where the person involved is adjudged to be liable to the Registrant.
  
           Article VII of the Registrant's Restated Certificate of Incorporation
  provides that a director shall not be personally liable to the Registrant or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except to the extent that elimination or limitation of liability is not
  permitted under the Delaware General Corporation Law as in effect when such
  liability is determined.
  
           Article VIII of the Registrant's Restated Certificate of Incorporation
  provides that the Registrant shall, to the fullest extent permitted by the
  General Corporation Law of the State of Delaware, as amended from time to time,
  indemnify each person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding whether
  civil, criminal, administrative or investigative, by reason of the fact that he
  is or was, or has agreed to become a director or officer of the Registrant, or
  is or was serving, or has agreed to serve at the request of the Registrant as a
  director, officer or trustee of, or in a similar capacity with, another
  corporation, partnership, joint venture, trust or other enterprise. The
  indemnification provided for in Article VIII is expressly not exclusive of any
  other rights to which those seeking indemnification may be entitled under any
  law, agreement or vote of stockholders or disinterested directors or otherwise,
  and shall inure to the benefit of the heirs, executors and administrators of
  such persons. Article VIII further permits the Board of Directors to authorize
  the grant of indemnification rights to other employees and agents of the
  Registrant and such rights may be equivalent to, or greater or less than, those
  set forth in Article VIII.
  
           Article VIII of the Registrant's Restated Certificate of Incorporation
  also provides that the Registrant shall have the power to purchase and maintain
  insurance on behalf of any person who is or was a director, officer, employee or
  agent of the Registrant, or is or was serving at the request of the Registrant
  as a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise against any liability asserted against
  such person and incurred by such person in any such capacity or arising out of
  such person's status as such. The Registrant maintains insurance for directors
  and officers.
  
           Article VIII, Section 8 of the Registrant's By-Laws provides that the
  Registrant shall indemnify any and all of its directors or officers, who serve
  as an officer or director of the Registrant or of any other corporation at the
  request of the Registrant, to the fullest extent permitted under and in
  accordance with the laws of the state of Delaware.
  
                                    Page 3 of 10
  
  
  <PAGE>   4
  
  
  
  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.
  ----------------------
  
           (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 this Registration Statement (or the
  most recent post-effective amendment thereof) which, individually or in the
  aggregate, represents a fundamental change in the information set forth in this
  Registration Statement;
  
                             (iii)    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;
  
  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 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.
  
                                    Page 4 of 10
  
  
  <PAGE>   5
  
  
           (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 provisions referred to in Item 6
  hereof, 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 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.
  
                                    Page 5 of 10
  
  
  <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 Cambridge, Massachusetts, on this 16th day of
  January, 1997.
  
                                    TRANSKARYOTIC THERAPIES, INC.
  
  
                                    By: /s/ Richard F Selden
                                        ------------------------------------------
                                         Richard F Selden
                                         President and Chief Executive Officer
  
                                    Page 6 of 10
  
  
  <PAGE>   7
  
  
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Transkaryotic Therapies,
  Inc. hereby severally constitute and appoint Richard F Selden and Michael
  Lytton, and each of them singly, our true and lawful attorneys-in-fact, with
  full power to them in any and all capacities, to sign any and all amendments
  to this Registration Statement on Form S-8 including any post-effective
  amendments thereto, and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that each of said attorneys-in-fact may do
  or cause to be done by virtue hereof.
  
  <TABLE>
           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:
  <CAPTION>
  
           SIGNATURE                          TITLE                                      DATE
           ---------                          -----                                      ----
  
  <S>                                 <C>                                         <C>
   /s/ Richard F Selden               President, Chief Executive                  January 16, 1997
  -----------------------------       Officer and Director  
  Richard F Selden                    (Principal Executive  
                                      Officer)              
  
  
   /s/ Anthony R. Hall                Vice President, Finance and                 January 16, 1997
  -----------------------------       Administration; Chief Financial  
  Anthony R. Hall                     Officer (Principal Financial and 
                                      Accounting Officer)              
  
  
   /s/ William R. Miller              Director                                    January 16, 1997
  -----------------------------                                    
  William R. Miller                                                
                                                                   
   /s/ Rodman W. Moorhead, III        Director                                    January 16, 1997
  -----------------------------                                    
  Rodman W. Moorhead, III                                          
                                                                   
                                                                   
   /s/ James E. Thomas                Director                                    January 16, 1997
  -----------------------------                            
  James E. Thomas
  </TABLE>
  
                                    Page 7 of 10
  
  
  <PAGE>   8
  
  
  
  <TABLE>
                                                    EXHIBIT INDEX
                                                    -------------
  <CAPTION>
  
  Exhibit Number                                     Description                              Page Number
  --------------                                     -----------                              -----------
  
       <S>            <C>                                                                         <C>
        4.1           Restated Certificate of Incorporation of the Registrant.                    (1)
  
        4.2           Amended and Restated By-laws of the Registrant.                             (1)
  
        4.3           Specimen certificate for shares of Common Stock, $.01
                      par value per share of the Registrant.                                      (2)
  
        5.1           Opinion of Palmer & Dodge LLP as to the legality of
                      the securities registered hereunder.                                         9
  
       23.1           Consent of Ernst & Young LLP, independent auditors.                          10
  
       23.2           Consent of Palmer & Dodge LLP (contained in
                      Opinion of Palmer & Dodge LLP, filed as Exhibit
                      5.1).
  
       24.1           Power of Attorney (set forth on the signature page to
                      this Registration Statement).
  <FN>
  
  
  
  
  
  
  ------------------------------------
  (1)  Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
       September 30, 1996 (File No. 0-21481) on November 26, 1996 and incorporated herein by
       reference.
  
  (2)  Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (File No. 333-10845)
       declared effective on October 16, 1996 and incorporated herein by reference.
  </TABLE>
  
  
                                    Page 8 of 10
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "TRANSKARYOTIC THERAPIES, INC. STOCK OPTION PLAN", "secsgml_size_bytes": 20248}]
metadata_filer: {"company-data": {"conformed-name": "TRANSKARYOTIC THERAPIES INC", "cik": "0000885259", "assigned-sic": "2836", "irs-number": "043027191", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19917", "film-number": "97507061"}, "business-address": {"street1": "195 ALBANY STREET", "city": "CAMBRIDGE", "state": "MA", "zip": "02138", "phone": "6173490200"}}
text: 1
      As filed with the Securities and Exchange Commission on January 16, 1997
  
                                                             REGISTRATION NO. 333-
  ================================================================================
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                             ---------------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             ---------------------------
  
                            TRANSKARYOTIC THERAPIES, INC.
               (Exact name of registrant as specified in its charter)
  DELAWARE                                                                 04-3027191
  (State or other jurisdiction of incorporation)                              (I.R.S. Employer Identification No.)
  
   195 ALBANY STREET, CAMBRIDGE, MASSACHUSETTS                                                  02139
     (Address of Principal Executive Offices)                                                (Zip Code)
  ---------------------------
  
                    1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                  RICHARD F SELDEN
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            Transkaryotic Therapies, Inc.
                                  195 Albany Street
                                 Cambridge, MA 02139
                       (Name and Address of Agent For Service)
  
                                   (617) 349-0200
                       (Telephone Number, Including Area Code
                                of Agent For Service)
  
                             ---------------------------
  
                                            CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------
      Title Of Securities To Be     Amount To Be          Proposed          Proposed Maximum          Amount Of
              Registered             Registered       Maximum Offering     Aggregate Offering      Registration Fee
                                                     Price Per Share(1)         Price(1)
  -----------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value        231,429            $18.625              $4,310,365             $1,302.20
  -----------------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h)
           based upon the average of the high and low sale prices on January 10, 1997 as reported by the Nasdaq
           National Market System.
  ================================================================================
  
                                    Page 1 of 10
                           Exhibit Index appears at Page 8
  2
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in the documents sent or
  given to participants in the 1993 Non-Employee Director Stock Option Plan of
  Transkaryotic Therapies, 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 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 "Commission"). The following documents filed with the Commission
  are incorporated herein 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), or otherwise, under the Securities Act that contains, either
  directly or by incorporation by reference, audited financial statements for the
  Registrant's latest fiscal year for which such statements have been filed.
  
           (b) All reports filed by the Registrant pursuant to Section 13(a) or
  15(d) of the Exchange Act since the end of the fiscal year covered by the annual
  report or prospectus referred to in (a) above.
  
           (c) The description of the common stock of the Registrant, par value
  $.01 per share, (the "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.
  
           (d) The Registrant's definitive proxy statement or information
  statement, if any, filed pursuant to Section 14 of the Exchange Act in
  connection with the latest annual meeting of its stockholders, and any
  definitive proxy or information statements so filed in connection with any
  subsequent special meetings of its stockholders.
  
           (e) Information as to stock options, including the amount outstanding,
  exercises, prices and expiration dates, included in the Registrant's definitive
  proxy statement, described in (d) above and which will be included in the future
  either in the Registrant's proxy statements, annual reports or appendices to the
  prospectus.
  
           All documents filed after the date of this Registration Statement by
  the Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange
  Act and prior to the filing of a post-effective amendment that indicates that
  all shares of Common Stock offered hereunder have been sold or which deregisters
  all shares of Common Stock 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.
  
                                    Page 2 of 10
  3
  
  Item 5.  Interests of Named Experts and Counsel.
  ------------------------------------------------
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  --------------------------------------------------
  
           Section 145 of the Delaware General Corporation Law permits the
  Registrant to indemnify directors, officers, employees and agents of the
  Registrant against actual and reasonable expenses (including attorneys' fees)
  incurred by them in connection with any action, suit or proceeding brought
  against them by reason of their status or service as a director, officer,
  employee or agent by or on behalf of the Registrant, and against expenses
  (including attorneys' fees), judgments, fines and settlements actually and
  reasonably incurred by him in connection with any such action, suit or
  proceeding, if (i) he acted in good faith and in a manner he reasonably believed
  to be in or not opposed to the best interests of the Registrant, and (ii) in the
  case of a criminal proceeding, he had no reasonable cause to believe his conduct
  was unlawful. Except as ordered by a court, no indemnification shall be made in
  connection with any proceeding brought by or in the right of the corporation
  where the person involved is adjudged to be liable to the Registrant.
  
           Article VII of the Registrant's Restated Certificate of Incorporation
  provides that a director shall not be personally liable to the Registrant or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except to the extent that elimination or limitation of liability is not
  permitted under the Delaware General Corporation Law as in effect when such
  liability is determined.
  
           Article VIII of the Registrant's Restated Certificate of Incorporation
  provides that the Registrant shall, to the fullest extent permitted by the
  General Corporation Law of the State of Delaware, as amended from time to time,
  indemnify each person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding whether
  civil, criminal, administrative or investigative, by reason of the fact that he
  is or was, or has agreed to become a director or officer of the Registrant, or
  is or was serving, or has agreed to serve at the request of the Registrant as a
  director, officer or trustee of, or in a similar capacity with, another
  corporation, partnership, joint venture, trust or other enterprise. The
  indemnification provided for in Article VIII is expressly not exclusive of any
  other rights to which those seeking indemnification may be entitled under any
  law, agreement or vote of stockholders or disinterested directors or otherwise,
  and shall inure to the benefit of the heirs, executors and administrators of
  such persons. Article VIII further permits the Board of Directors to authorize
  the grant of indemnification rights to other employees and agents of the
  Registrant and such rights may be equivalent to, or greater or less than, those
  set forth in Article VIII.
  
           Article VIII of the Registrant's Restated Certificate of Incorporation
  also provides that the Registrant shall have the power to purchase and maintain
  insurance on behalf of any person who is or was a director, officer, employee or
  agent of the Registrant, or is or was serving at the request of the Registrant
  as a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise against any liability asserted against
  such person and incurred by such person in any such capacity or arising out of
  such person's status as such. The Registrant maintains insurance for directors
  and officers.
  
           Article VIII, Section 8 of the Registrant's By-Laws provides that the
  Registrant shall indemnify any and all of its directors or officers, who serve
  as an officer or director of the Registrant or of any other corporation at the
  request of the Registrant, to the fullest extent permitted under and in
  accordance with the laws of the state of Delaware.
  
                                    Page 3 of 10
  4
  
  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.
  ----------------------
  
           (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 this Registration Statement (or the
  most recent post-effective amendment thereof) which, individually or in the
  aggregate, represents a fundamental change in the information set forth in this
  Registration Statement;
  
                             (iii)    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;
  
  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 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.
  
                                    Page 4 of 10
  5
  
           (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 provisions referred to in Item 6
  hereof, 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 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.
  
                                    Page 5 of 10
  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 Cambridge, Massachusetts, on this 16th day of
  January, 1997.
  
                                    TRANSKARYOTIC THERAPIES, INC.
  
                                    By: /s/ Richard F Selden
                                        ------------------------------------------
                                         Richard F Selden
                                         President and Chief Executive Officer
  
                                    Page 6 of 10
  7
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Transkaryotic Therapies,
  Inc. hereby severally constitute and appoint Richard F Selden and Michael
  Lytton, and each of them singly, our true and lawful attorneys-in-fact, with
  full power to them in any and all capacities, to sign any and all amendments
  to this Registration Statement on Form S-8 including any post-effective
  amendments thereto, and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that each of said attorneys-in-fact may 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 below by the following persons in the
  capacities and on the dates indicated:
  SIGNATURE                          TITLE                                      DATE
           ---------                          -----                                      ----
  /s/ Richard F Selden               President, Chief Executive                  January 16, 1997
  -----------------------------       Officer and Director  
  Richard F Selden                    (Principal Executive  
                                      Officer)              
  
   /s/ Anthony R. Hall                Vice President, Finance and                 January 16, 1997
  -----------------------------       Administration; Chief Financial  
  Anthony R. Hall                     Officer (Principal Financial and 
                                      Accounting Officer)              
  
   /s/ William R. Miller              Director                                    January 16, 1997
  -----------------------------                                    
  William R. Miller                                                
                                                                   
   /s/ Rodman W. Moorhead, III        Director                                    January 16, 1997
  -----------------------------                                    
  Rodman W. Moorhead, III                                          
                                                                   
                                                                   
   /s/ James E. Thomas                Director                                    January 16, 1997
  -----------------------------                            
  James E. Thomas
  Page 7 of 10
  8
  
                                                    EXHIBIT INDEX
                                                    -------------
  Exhibit Number                                     Description                              Page Number
  --------------                                     -----------                              -----------
  4.1           Restated Certificate of Incorporation of the Registrant.                    (1)
  
        4.2           Amended and Restated By-laws of the Registrant.                             (1)
  
        4.3           Specimen certificate for shares of Common Stock, $.01
                      par value per share of the Registrant.                                      (2)
  
        5.1           Opinion of Palmer & Dodge LLP as to the legality of
                      the securities registered hereunder.                                         9
  
       23.1           Consent of Ernst & Young LLP, independent auditors.                          10
  
       23.2           Consent of Palmer & Dodge LLP (contained in
                      Opinion of Palmer & Dodge LLP, filed as Exhibit
                      5.1).
  
       24.1           Power of Attorney (set forth on the signature page to
                      this Registration Statement).
  ------------------------------------
  (1)  Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
       September 30, 1996 (File No. 0-21481) on November 26, 1996 and incorporated herein by
       reference.
  
  (2)  Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (File No. 333-10845)
       declared effective on October 16, 1996 and incorporated herein by reference.
  Page 8 of 10