content: <PAGE>   1
  
  As filed with the Securities and Exchange Commission on June 8, 2001
  
                                                        REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                             INTERLEUKIN GENETICS, INC.
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                       94-3123681
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)
  
             135 BEAVER STREET
           WALTHAM, MASSACHUSETTS                              02452
  (Address of Principal Executive Offices)                   (Zip Code)
  
  
          INTERLEUKIN GENETICS, INC. 2000 EMPLOYEE STOCK COMPENSATION PLAN
                              (Full title of the Plan)
  
                                 KENNETH S. KORNMAN
                                      PRESIDENT
                             INTERLEUKIN GENETICS, INC.
                                  135 BEAVER STREET
                             BOSTON, MASSACHUSETTS 02452
                       (Name and address of agent for service)
  
                                   (781) 398-0700
            (Telephone number, including area code, of agent for service)
  
  
                                    With Copy to:
  
                             FULBRIGHT & JAWORSKI L.L.P.
                               300 CONVENT, SUITE 2200
                              SAN ANTONIO, TEXAS 78205
                                   (210) 224-5575
                          ATTENTION: DARYL L. LANSDALE, JR.
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ==============================================================================================================
                                                  PROPOSED            PROPOSED MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO       MAXIMUM OFFERING       AGGREGATE OFFERING         AMOUNT OF
    TO BE REGISTERED       BE REGISTERED      PRICE PER UNIT(1)           PRICE(1)           REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------
  <C>                    <C>                       <C>                    <C>                     <C>
  Common Stock,
  $.001 par value        2,000,000 shares          $2.40                  $4,800,000              $1,200
  ==============================================================================================================
  </TABLE>
  
  (1)  Pursuant to Rule 457(c), the maximum offering price per security and
       maximum aggregate offering price of the Common Stock have been calculated
       on the basis of the average of the high and low sale prices of the Common
       Stock as reported in the NASDAQ SmallCap Market System on June 6, 2001.
  
  (2)  Pursuant to Rule 416(a), this Registration Statement shall also cover any
       additional shares of Common Stock which become issuable by reason of any
       stock dividend, stock split, recapitalization or other similar transactions
       effected without the receipt of consideration which results in an increase
       in the number of the outstanding shares of Common Stock.
  
  ================================================================================
  
  <PAGE>   2
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The following documents are hereby incorporated by reference in this
  Registration Statement:
  
       1. The Annual Report on Form 10-K of Interleukin Genetics, Inc., a Delaware
  corporation (the "Registrant" or the "Company"), for the year ended December 31,
  2000 filed with the Securities and Exchange Commission (the "Commission") on
  March 26, 2001;
  
       2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 2001, filed with the Commission on May 10, 2001;
  
       3.  The Registrant's Current Reports on Form 8-K filed with the Commission
  on March 7, 2001 and May 31, 2001; and
  
       4. The description of the Registrant's Common Stock set forth in Item 1 of
  the Registrant's Registration Statement on Form 8-A filed with the Commission on
  December 15, 1997.
  
       All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
  filing hereof and prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing such documents. Any statement contained in a document incorporated or
  deemed to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
       Not Applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Not Applicable.
  
                                        -2-
  
  
  <PAGE>   3
  
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Section 145 of the Delaware General Corporation Law (the "DGCL") empowers
  the Registrant to, and the Bylaws of the Registrant provide that it shall,
  indemnify to the fullest extent authorized by the DGCL each director or officer
  of the Registrant or a subsidiary of the Registrant who was or is made a party
  or is threatened to be made a party to or is involved in any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative, by reason of the fact that he or she, or a person of whom he
  or she is the legal representative, is or was a director or officer of the
  Registrant or a subsidiary of the Registrant, or is or was serving at the
  request of the Registrant as a director, officer, employee or agent of another
  corporation or of a partnership, joint venture, trust or other enterprise,
  including service with respect to employee benefit plans, against all expenses,
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by such person in connection therewith 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
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful; except that, in the case
  of an action or suit by or in the right of the Registrant, no indemnification
  may be made in respect of any claim, issue or matter as to which such person
  shall have been adjudged to be liable to the Registrant unless and only to the
  extent that the Court of Chancery or the court in which such action or suit was
  brought shall determine that such person is fairly and reasonably entitled to
  indemnity for proper expenses.
  
       Article Six of the Registrant's Certificate of Incorporation provides, in
  part, that a director of the registrant shall not be personally liable to the
  Registrant or its stockholders for 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 Registrant or its stockholders, (ii) for acts or omissions not in
  good faith or which involve intentional misconduct or knowing violation of law,
  (iii) for illegal dividends and stock repurchases or (iv) for any transaction
  for which the director derived an improper personal benefit.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers or persons controlling the Registrant
  pursuant to the foregoing provisions, the Registrant has been informed that in
  the opinion of the Commission, such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable.
  
       Section 145 of the Delaware General Corporation Law also empowers the
  Registrant to purchase and maintain insurance on behalf of any person who is or
  was an officer or director of the Registrant against liability asserted against
  or incurred by him in any such capacity, whether or not the Registrant would
  have the power to indemnify such officer or director against such liability
  under the provisions of Section 145. The Registrant has purchased and maintains
  a directors' and officers' liability policy for such purposes.
  
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
       Not applicable.
  
                                        -3-
  
  <PAGE>   4
  
  ITEM 8.   EXHIBITS
  
            4.1   -  Certificate of Incorporation of the Registrant (incorporated
                     herein by reference to Exhibit 3.1 to the Registrant's
                     Quarterly Report on Form 10-Q for the quarterly period ended
                     June 30, 2000)
  
            4.2   -  Bylaws of the Registrant (incorporated herein by reference
                     to Exhibit 3.2 to the Registrant's Quarterly Report on Form
                     10-Q for the quarterly period ended June 30, 2000)
  
            4.3   -  Form of Common Stock certificate (incorporated herein by
                     reference to Exhibit 4.1 to the Registrant's Quarterly
                     Report on Form 10-Q for the quarterly period ended June 30,
                     2000)
  
           *5.1   -  Opinion of Fulbright & Jaworski L.L.P. as to the legality of
                     the securities being registered
  
          *23.1   -  Consent of Fulbright & Jaworski L.L.P. (included in
                     Exhibit 5.1)
  
          *23.2   -  Consent of Arthur Andersen LLP
  
          *24.1   -  Powers of Attorney from the members of the Board of Directors
                     of the Registrant (contained on page 8 hereof)
  
           99.1   -  Interleukin Genetics, Inc. 2000 Employee Stock Compensation
                     Plan (incorporated herein by reference to Exhibit 10.3 to
                     the Registrant's Quarterly Report on Form 10-Q for the
                     quarterly period ended June 30, 2000)
  
  ------------------
  * filed herewith
  
  
  
  
                                        -4-
  
  <PAGE>   5
  
  
  ITEM 9.   UNDERTAKINGS
  
       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, as amended (the "Securities Act");
  
            (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 hereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in this
       Registration Statement; and
  
            (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 (i) and (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 Exchange Act, that are incorporated by reference in this
  Registration Statement.
  
       (2) 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 herein, 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.
  
       The undersigned 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 that is incorporated by reference in this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered herein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
  
       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
  
  
                                        -5-
  
  <PAGE>   6
  
  
  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.
  
  
  
  
  
                                        -6-
  
  
  
  <PAGE>   7
  
                                     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 Waltham, Commonwealth of Massachusetts, on June 8,
  2001.
  
  
                                        INTERLEUKIN GENETICS, INC.
  
  
  
                                        By: /s/ Kenneth S. Kornman
                                           ----------------------------------
                                                Kenneth S. Kornman,
                                                President
  
  
  
  
                                        -7-
  
  
  <PAGE>   8
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints Kenneth S. Kornman and Philip R. Reilly,
  or either of them, his true and lawful attorney-in-fact and agent, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same
  and all exhibits thereto, and all documents in connection therewith, with the
  Securities and Exchange Commission, granting said attorney-in-fact and agent,
  and each of them, full power and authority to do and perform each and every act
  and thing requisite and necessary to be done in and about the premises, as fully
  to all intents and purposes as he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent or either of them, or
  their or his substitute or substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
       SIGNATURE               TITLE                                     DATE
       ---------               -----                                     ----
  
  /s/ Philip R. Reilly         Chairman of the Board and              June 8, 2001
  -------------------------    Chief Executive Officer
  Philip R. Reilly             (Principal Executive Officer)
  
  
  /s/ Kenneth S. Kornman       President, Chief Scientific Officer    June 8, 2001
  -------------------------    and a Director
  Kenneth S. Kornman
  
  
  /s/ Fenel Eloi              Chief Operating Officer,                June 8, 2001
  -------------------------   Chief Financial Officer,
  Fenel Eloi                  Secretary and Treasurer
                              (Principal Financial and
                              Accounting Officer)
  
  /s/ Thomas A. Moore         Director                                June 8, 2001
  -------------------------
  Thomas A. Moore
  
  
  /s/ Edward M. Blair, Jr.    Director                                June 8, 2001
  -------------------------
  Edward M. Blair, Jr.
  
  
                              Director
  -------------------------
  Gary L. Crocker
  
  
  /s/ John Garofalo           Director                                June 8, 2001
  -------------------------
  John Garofalo
  
  
  
  
                                        -8-
  
  <PAGE>   9
  
  
                                  INDEX TO EXHIBITS
  
  
    EXHIBIT
     NUMBER       DESCRIPTION OF EXHIBITS
    -------       -----------------------
  
      4.1     -  Certificate of Incorporation of the Registrant (incorporated
                 herein by reference to Exhibit 3.1 to the Registrant's Quarterly
                 Report on Form 10-Q for the quarterly period ended June 30, 2000)
  
      4.2     -  Bylaws of the Registrant (incorporated herein by reference to
                 Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
                 the quarterly period ended June 30, 2000)
  
      4.3     -  Form of Common Stock certificate (incorporated herein by
                 reference to Exhibit 4.1 to the Registrant's Quarterly Report on
                 Form 10-Q for the quarterly period ended June 30, 2000)
  
     *5.1     -  Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
                 securities being registered
  
    *23.1     -  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
  
    *23.2     -  Consent of Arthur Andersen LLP
  
    *24.1     -  Powers of Attorney from the members of the Board of Directors of
                 the Registrant (contained on page 8 hereof)
  
     99.1     -  Interleukin Genetics, Inc. 2000 Employee Stock Compensation Plan
                 (incorporated herein by reference to Exhibit 10.3 to the
                 Registrant's Quarterly Report on Form 10-Q for the quarterly
                 period ended June 30, 2000)
  
  
  ------------------
  * filed herewith
  
  
  
                                        -9-
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metadata_filer: {"company-data": {"conformed-name": "INTERLEUKIN GENETICS INC", "cik": "0001037649", "assigned-sic": "2835", "irs-number": "943123681", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62638", "film-number": "1657282"}, "business-address": {"street1": "100 NE LOOP 410", "street2": "STE 820", "city": "SAN ANTONIO", "state": "TX", "zip": "78216-4749", "phone": "2103496400"}, "mail-address": {"street1": "100 NE LOOP 410", "street2": "STE 820", "city": "SAN ANTONIO", "state": "TX", "zip": "78216"}, "former-company": {"former-conformed-name": "MEDICAL SCIENCE SYSTEMS INC", "date-changed": "19971003"}}
text: 1
  
  As filed with the Securities and Exchange Commission on June 8, 2001
  
                                                        REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             INTERLEUKIN GENETICS, INC.
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                       94-3123681
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)
  
             135 BEAVER STREET
           WALTHAM, MASSACHUSETTS                              02452
  (Address of Principal Executive Offices)                   (Zip Code)
  
          INTERLEUKIN GENETICS, INC. 2000 EMPLOYEE STOCK COMPENSATION PLAN
                              (Full title of the Plan)
  
                                 KENNETH S. KORNMAN
                                      PRESIDENT
                             INTERLEUKIN GENETICS, INC.
                                  135 BEAVER STREET
                             BOSTON, MASSACHUSETTS 02452
                       (Name and address of agent for service)
  
                                   (781) 398-0700
            (Telephone number, including area code, of agent for service)
  
                                    With Copy to:
  
                             FULBRIGHT & JAWORSKI L.L.P.
                               300 CONVENT, SUITE 2200
                              SAN ANTONIO, TEXAS 78205
                                   (210) 224-5575
                          ATTENTION: DARYL L. LANSDALE, JR.
  
                           CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
                                                  PROPOSED            PROPOSED MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO       MAXIMUM OFFERING       AGGREGATE OFFERING         AMOUNT OF
    TO BE REGISTERED       BE REGISTERED      PRICE PER UNIT(1)           PRICE(1)           REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------
  Common Stock,
  $.001 par value        2,000,000 shares          $2.40                  $4,800,000              $1,200
  ==============================================================================================================
  (1)  Pursuant to Rule 457(c), the maximum offering price per security and
       maximum aggregate offering price of the Common Stock have been calculated
       on the basis of the average of the high and low sale prices of the Common
       Stock as reported in the NASDAQ SmallCap Market System on June 6, 2001.
  
  (2)  Pursuant to Rule 416(a), this Registration Statement shall also cover any
       additional shares of Common Stock which become issuable by reason of any
       stock dividend, stock split, recapitalization or other similar transactions
       effected without the receipt of consideration which results in an increase
       in the number of the outstanding shares of Common Stock.
  
  ================================================================================
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The following documents are hereby incorporated by reference in this
  Registration Statement:
  
       1. The Annual Report on Form 10-K of Interleukin Genetics, Inc., a Delaware
  corporation (the "Registrant" or the "Company"), for the year ended December 31,
  2000 filed with the Securities and Exchange Commission (the "Commission") on
  March 26, 2001;
  
       2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 2001, filed with the Commission on May 10, 2001;
  
       3.  The Registrant's Current Reports on Form 8-K filed with the Commission
  on March 7, 2001 and May 31, 2001; and
  
       4. The description of the Registrant's Common Stock set forth in Item 1 of
  the Registrant's Registration Statement on Form 8-A filed with the Commission on
  December 15, 1997.
  
       All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
  filing hereof and prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing such documents. Any statement contained in a document incorporated or
  deemed to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
       Not Applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Not Applicable.
  
                                        -2-
  3
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Section 145 of the Delaware General Corporation Law (the "DGCL") empowers
  the Registrant to, and the Bylaws of the Registrant provide that it shall,
  indemnify to the fullest extent authorized by the DGCL each director or officer
  of the Registrant or a subsidiary of the Registrant who was or is made a party
  or is threatened to be made a party to or is involved in any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative, by reason of the fact that he or she, or a person of whom he
  or she is the legal representative, is or was a director or officer of the
  Registrant or a subsidiary of the Registrant, or is or was serving at the
  request of the Registrant as a director, officer, employee or agent of another
  corporation or of a partnership, joint venture, trust or other enterprise,
  including service with respect to employee benefit plans, against all expenses,
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by such person in connection therewith 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
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful; except that, in the case
  of an action or suit by or in the right of the Registrant, no indemnification
  may be made in respect of any claim, issue or matter as to which such person
  shall have been adjudged to be liable to the Registrant unless and only to the
  extent that the Court of Chancery or the court in which such action or suit was
  brought shall determine that such person is fairly and reasonably entitled to
  indemnity for proper expenses.
  
       Article Six of the Registrant's Certificate of Incorporation provides, in
  part, that a director of the registrant shall not be personally liable to the
  Registrant or its stockholders for 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 Registrant or its stockholders, (ii) for acts or omissions not in
  good faith or which involve intentional misconduct or knowing violation of law,
  (iii) for illegal dividends and stock repurchases or (iv) for any transaction
  for which the director derived an improper personal benefit.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers or persons controlling the Registrant
  pursuant to the foregoing provisions, the Registrant has been informed that in
  the opinion of the Commission, such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable.
  
       Section 145 of the Delaware General Corporation Law also empowers the
  Registrant to purchase and maintain insurance on behalf of any person who is or
  was an officer or director of the Registrant against liability asserted against
  or incurred by him in any such capacity, whether or not the Registrant would
  have the power to indemnify such officer or director against such liability
  under the provisions of Section 145. The Registrant has purchased and maintains
  a directors' and officers' liability policy for such purposes.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
       Not applicable.
  
                                        -3-
  4
  
  ITEM 8.   EXHIBITS
  
            4.1   -  Certificate of Incorporation of the Registrant (incorporated
                     herein by reference to Exhibit 3.1 to the Registrant's
                     Quarterly Report on Form 10-Q for the quarterly period ended
                     June 30, 2000)
  
            4.2   -  Bylaws of the Registrant (incorporated herein by reference
                     to Exhibit 3.2 to the Registrant's Quarterly Report on Form
                     10-Q for the quarterly period ended June 30, 2000)
  
            4.3   -  Form of Common Stock certificate (incorporated herein by
                     reference to Exhibit 4.1 to the Registrant's Quarterly
                     Report on Form 10-Q for the quarterly period ended June 30,
                     2000)
  
           *5.1   -  Opinion of Fulbright & Jaworski L.L.P. as to the legality of
                     the securities being registered
  
          *23.1   -  Consent of Fulbright & Jaworski L.L.P. (included in
                     Exhibit 5.1)
  
          *23.2   -  Consent of Arthur Andersen LLP
  
          *24.1   -  Powers of Attorney from the members of the Board of Directors
                     of the Registrant (contained on page 8 hereof)
  
           99.1   -  Interleukin Genetics, Inc. 2000 Employee Stock Compensation
                     Plan (incorporated herein by reference to Exhibit 10.3 to
                     the Registrant's Quarterly Report on Form 10-Q for the
                     quarterly period ended June 30, 2000)
  
  ------------------
  * filed herewith
  
                                        -4-
  5
  
  ITEM 9.   UNDERTAKINGS
  
       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, as amended (the "Securities Act");
  
            (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 hereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in this
       Registration Statement; and
  
            (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 (i) and (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 Exchange Act, that are incorporated by reference in this
  Registration Statement.
  
       (2) 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 herein, 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.
  
       The undersigned 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 that is incorporated by reference in this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered herein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
  
       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
  
                                        -5-
  6
  
  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.
  
                                        -6-
  7
  
                                     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 Waltham, Commonwealth of Massachusetts, on June 8,
  2001.
  
                                        INTERLEUKIN GENETICS, INC.
  
                                        By: /s/ Kenneth S. Kornman
                                           ----------------------------------
                                                Kenneth S. Kornman,
                                                President
  
                                        -7-
  8
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints Kenneth S. Kornman and Philip R. Reilly,
  or either of them, his true and lawful attorney-in-fact and agent, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same
  and all exhibits thereto, and all documents in connection therewith, with the
  Securities and Exchange Commission, granting said attorney-in-fact and agent,
  and each of them, full power and authority to do and perform each and every act
  and thing requisite and necessary to be done in and about the premises, as fully
  to all intents and purposes as he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent or either of them, or
  their or his substitute or substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
       SIGNATURE               TITLE                                     DATE
       ---------               -----                                     ----
  
  /s/ Philip R. Reilly         Chairman of the Board and              June 8, 2001
  -------------------------    Chief Executive Officer
  Philip R. Reilly             (Principal Executive Officer)
  
  /s/ Kenneth S. Kornman       President, Chief Scientific Officer    June 8, 2001
  -------------------------    and a Director
  Kenneth S. Kornman
  
  /s/ Fenel Eloi              Chief Operating Officer,                June 8, 2001
  -------------------------   Chief Financial Officer,
  Fenel Eloi                  Secretary and Treasurer
                              (Principal Financial and
                              Accounting Officer)
  
  /s/ Thomas A. Moore         Director                                June 8, 2001
  -------------------------
  Thomas A. Moore
  
  /s/ Edward M. Blair, Jr.    Director                                June 8, 2001
  -------------------------
  Edward M. Blair, Jr.
  
                              Director
  -------------------------
  Gary L. Crocker
  
  /s/ John Garofalo           Director                                June 8, 2001
  -------------------------
  John Garofalo
  
                                        -8-
  9
  
                                  INDEX TO EXHIBITS
  
    EXHIBIT
     NUMBER       DESCRIPTION OF EXHIBITS
    -------       -----------------------
  
      4.1     -  Certificate of Incorporation of the Registrant (incorporated
                 herein by reference to Exhibit 3.1 to the Registrant's Quarterly
                 Report on Form 10-Q for the quarterly period ended June 30, 2000)
  
      4.2     -  Bylaws of the Registrant (incorporated herein by reference to
                 Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
                 the quarterly period ended June 30, 2000)
  
      4.3     -  Form of Common Stock certificate (incorporated herein by
                 reference to Exhibit 4.1 to the Registrant's Quarterly Report on
                 Form 10-Q for the quarterly period ended June 30, 2000)
  
     *5.1     -  Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
                 securities being registered
  
    *23.1     -  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
  
    *23.2     -  Consent of Arthur Andersen LLP
  
    *24.1     -  Powers of Attorney from the members of the Board of Directors of
                 the Registrant (contained on page 8 hereof)
  
     99.1     -  Interleukin Genetics, Inc. 2000 Employee Stock Compensation Plan
                 (incorporated herein by reference to Exhibit 10.3 to the
                 Registrant's Quarterly Report on Form 10-Q for the quarterly
                 period ended June 30, 2000)
  
  ------------------
  * filed herewith
  
                                        -9-