content: <PAGE>   1
                                      FORM S-8
                               REGISTRATION STATEMENT
                                      UNDER THE
                               SECURITIES ACT OF 1933
  
  
                                 BIOPURE CORPORATION
               (Exact name of Registrant as specified in its charter)
  
  
              DELAWARE                                             04-2836871
    (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                                  11 Hurley Street
                           Cambridge, Massachusetts 02141
  
                      (Address of Principal Executive Offices)
  
                    BIOPURE CORPORATION CAPITAL ACCUMULATION PLAN
                              (Full title of the Plan)
  
                                     JANE KOBER
                                SENIOR VICE PRESIDENT
                                 Biopure Corporation
                                  11 Hurley Street
                              Cambridge, Massachusetts
                       (Name and address of agent for service)
                                   (617) 234-6500
            (Telephone number, including area code, of agent for service)
                     ------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  =====================================================================================================================
           Title of                                        Proposed             Proposed                Amount of
       Securities To Be            Amount To Be             Maximum              Maximum             Registration Fee
          Registered               Registered(1)           Offering             Aggregate
                                                           Price per            Offering
                                                           Share (2)            Price(2)
  ---------------------------------------------------------------------------------------------------------------------
  <S>                              <C>                     <C>                 <C>                        <C>
  Class A Common Stock (3)            97,264                $20.5625           $2,000,000                  $528
  =====================================================================================================================
  </TABLE>
  
  (1)  Being offered under our Capital Accumulation Plan, a profit sharing plan
       which is qualified under Section 401(a) of the Internal Revenue Code.
  
  (2)  This calculation is made solely for the purpose of determining the
       registration fee pursuant to the provisions of Rule 457(h) under the
       Securities Act of 1933, as amended (the "Securities Act") based upon the
       average high and low prices of the common stock reported on October 23,
       2000.
  
  
  <PAGE>   2
  
  
  (3)  As well as associated preferred stock purchase rights. In addition,
       pursuant to Rule 416(c) under the Securities Act of 1933, this registration
       statement also covers an indeterminate amount of interests to be offered or
       sold pursuant to the employee benefit plan described herein.
  
  
                                         -2-
  <PAGE>   3
  
  
                                       PART I
  
                                  EXPLANATORY NOTE
  
  
       As permitted by the rules of the Securities and Exchange Commission (the
  "Commission"), this registration statement omits the information specified in
  Part I of Form S-8. The documents containing the information specified in Part I
  will be delivered to the participants in the plan as required by Securities Act
  Rule 428(b). Such documents are not being filed with the Commission as part of
  this registration statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  
  
  <PAGE>   4
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE:
  
       The following documents filed by the Registrant with the Commission are
  incorporated herein by reference.
  
       (a)  the Company's Annual Report on Form 10-K for the year ended October
  31, 1999.
  
       (b)  the Company's Quarterly Reports on Form 10-Q for the quarters ended
  January 29, 2000, April 29, 2000 and July 29, 2000.
  
       (c)  The description of the Common Stock contained in the Registrant's
  Registration Statement on Form 8-A (File No. 001- 15167), filed under the
  Securities Exchange Act of 1934, including any amendment or report filed for the
  purpose of updating such description.
  
       (d)  The description of the preferred stock purchase rights contained in
  Biopure's registration statement on Form 8-A dated November 4, 1999 (File No.
  000-27933), filed under the Securities Exchange Act of 1934, including any
  amendment or report filed for purposes of updating such description.
  
       All reports and other documents filed by the Registrant after the date
  hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such reports
  and documents.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            Our Restated Certificate of Incorporation provides that each of our
  directors and officers shall be indemnified and held harmless by Biopure, to the
  fullest extent authorized by the
  
  
                                        II-1
  <PAGE>   5
  
  
  Delaware General Corporation Law, against all expense, liability and loss
  (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
  and amounts paid in settlement) reasonably incurred by reason of the fact that
  he or she is a director or officer.
  
            The Delaware General Corporation Law authorizes a corporation to
  indemnify its directors and officers provided that the corporation shall not
  eliminate or limit the liability of a director as follows:
  
       -    for any action brought by or in the right of a corporation where the
            director or officer is adjudged to be liable to the corporation,
            except where a court determines the director or officer is entitled to
            indemnity,
  
       -    for acts or omissions not in good faith or which involve conduct that
            the director or officer believes is not in the best interests of the
            corporation,
  
       -    for knowing violations of the law
  
       -    for any transaction from which the directors derived an improper
            personal benefit, and
  
       -    for payment of dividends or approval of stock repurchases or
            redemptions leading to liability under Section 174 of the Delaware
            General Corporation Law.
  
            The Delaware General Corporation Law requires a corporation to
  indemnify a director or officer to the extent that the director or officer has
  been successful, on the merits or otherwise, in defense of any action, suit or
  proceeding for which indemnification is lawful.
  
            Our Restated Certificate of Incorporation also provides directors and
  officers with the right to be paid by Biopure for expenses (including attorneys'
  fees) incurred in defending any proceeding in advance of the proceeding's final
  disposition. If a claim is not promptly paid in full by Biopure, as further
  described in the Restated Certificate of Incorporation, the director or officer
  who is entitled to indemnification may bring suit against Biopure to recover the
  unpaid amount of the claim. These rights of indemnification and advancement of
  expenses conferred in our Restated Certificate of Incorporation are not
  exclusive of any other right which may be acquired under any statute, by-law,
  agreement or otherwise.
  
  
                                        II-2
  <PAGE>   6
  
  
  ITEM 8.   EXHIBITS.
  
       *3.1 Restated Certificate of Incorporation of Biopure Corporation
  
      **3.2 By-laws of Biopure Corporation
  
    ***10.1 Rights Agreement dated September 24, 1999 between Biopure Corporation
            and American Stock Transfer & Trust Company
  
       10.2 Biopure Corporation Capital Accumulation Plan
  
       23.1 Consent of Ernst & Young LLP.
  
       24.1 Power of Attorney to file future amendments (set forth on the
            signature page of this Registration Statement).
  
  ---------------
  
       *    Filed with Registration Statement on Form S-1 (File No. 333-30382)
  
       **   Filed with Registration Statement on Form S-1 (File No. 333-78829)
  
       ***  Filed with Registration Statement on Form 8-A (File No. 000-27933)
  
  
                                        II-3
  <PAGE>   7
  
  
  ITEM 9.   UNDERTAKINGS.
  
       (a)  The undersigned Registrant hereby undertakes.
  
            (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;
  
            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the Registration Statement. Notwithstanding the foregoing, any
            increase or decrease in volume of securities offered (if the total
            dollar value of securities offered would not exceed that which was
            registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more than
            a 20% change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective Registration
            Statement.
  
            (iii) To include any material information with respect to the plan of
            distribution not previously disclosed in the Registration Statement or
            any material change to such information in the Registration Statement.
  
                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
            not apply if the Registration Statement is on Form S-3, Form S-8 or
            Form F-3, and the information required to be included in a
            post-effective amendment by those paragraphs is contained in periodic
            reports filed with or furnished to the Commission by the Registrant
            pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
            of 1934 that are incorporated by reference in this Registration
            Statement.
  
            (2) That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post- effective amendment shall be
            deemed to be a new registration statement relating to the securities
  
  
                                        II-4
  <PAGE>   8
  
  
            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 1933 that is
            incorporated by reference in this Registration Statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.
  
       (c)  Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in the
            opinion of the Securities and Exchange Commission such indemnification
            is against public policy as expressed in the Act and is, therefore,
            unenforceable. In the event that a claim for indemnification against
            such liabilities (other than the payment by the Registrant of expenses
            incurred or paid by a director, officer or controlling person of the
            Registrant in the successful defense of any action, suit or
            proceeding) is asserted by such director, officer or controlling
            person in connection with the securities being registered, the
            Registrant will, unless in the opinion of its counsel the matter has
            been settled by controlling precedent, submit to a court of
            appropriate jurisdiction the question whether such indemnification by
            it is against public policy as expressed in the Act and will be
            governed by the final adjudication of such issue.
  
  
                                        II-5
  <PAGE>   9
  
  
                                     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, state of Massachusetts, on this 30th day
  of October, 2000.
  
                                               BIOPURE CORPORATION
  
  
                                               By: /s/ Francis H. Murphy
                                                   -------------------------------
                                                          Francis H. Murphy
                                                       Chief Financial Officer
  
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Francis
  H. Murphy and Jane Kober, or either of them, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, and in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  Registration Statement on Form S-8 of Biopure Corporation and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent, full power and authority to do and perform each and every act and thing
  requisite or necessary to be done in or about the premises, as full to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agents or any of them or their or
  his substitute or substitutes may lawfully do or cause to be done by virtue
  hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
  <TABLE>
  <CAPTION>
            Signature                                       Title                           Date
            ---------                                       -----                           ----
  
  <S>                                                   <C>                             <C>
  By:/s/ Carl W. Rausch                                 Chairman of the                 October 20, 2000
     ---------------------------                        Board, Chief
      Carl W. Rausch                                    Executive
                                                        Officer
                                                        (principal
                                                        executive
                                                        officer)
  </TABLE>
  
  
                                        II-6
  <PAGE>   10
  
  
  <TABLE>
  <S>                                                   <C>                             <C>
  By:/s/ Paul A. Looney                                 Director,                       October 20, 2000
     ---------------------------                        President
      Paul A. Looney                                    (principal
                                                        operating
                                                        officer)
  
  By:/s/ Francis H. Murphy                              Chief Financial                 October 20, 2000
     ---------------------------                        Officer
      Francis H. Murphy                                 (principal
                                                        financial and
                                                        accounting
                                                        officer)
  
  By:/s/ David N. Judelson                              Director                        October 20, 2000
     ---------------------------
      David N. Judelson
  
  
  By:/s/ Daniel P. Harrington                           Director                        October 20, 2000
     ---------------------------
      Daniel P. Harrington
  
  
  By:/s/ C. Everett Koop                                Director                        October __, 2000
     ---------------------------
      C. Everett Koop
  
  
  By:/s/ Charles A. Sanders                             Director                        October 20, 2000
     ---------------------------
      Charles A. Sanders,M.D.
  
  
  By:                                                   Director                        October __, 2000
      --------------------------
      Stephen A. Kaplan
  </TABLE>
  
  
                                        II-7
  <PAGE>   11
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
       NUMBER                   DESCRIPTION OF EXHIBIT
       ------                   ----------------------
  
  <S>                  <C>
        *3.1           RESTATED CERTIFICATE OF INCORPORATION OF
                       BIOPURE CORPORATION
  
       **3.2           BY-LAWS OF BIOPURE CORPORATION
  
     ***10.1           RIGHTS AGREEMENT DATED SEPTEMBER 24, 1999
                       BETWEEN BIOPURE CORPORATION AND AMERICAN
                       STOCK TRANSFER & TRUST COMPANY
  
        10.2           BIOPURE CORPORATION CAPITAL ACCUMULATION
                       PLAN
  
        23.1           CONSENT OF ERNST & YOUNG LLP
  
        24.1           POWER OF ATTORNEY (SEE "POWER OF ATTORNEY"
                       IN THE REGISTRATION STATEMENT)
  </TABLE>
  
  ------------
  
         *  FILED WITH S-1 REGISTRATION STATEMENT (FILE NO. 333-30382)
        **  FILED WITH S-1 REGISTRATION STATEMENT (FILE NO. 333-78829)
       ***  FILED WITH FORM 8-A DATED NOVEMBER 4, 1999 (FILE NO. 000-27933)
  
  
                                        II-9
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37272bcs-8.txt", "description": "BIOPURE CORPORATION", "secsgml_size_bytes": 19549}]
metadata_filer: {"company-data": {"conformed-name": "BIOPURE CORP", "cik": "0000815508", "assigned-sic": "2836", "irs-number": "042836871", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48924", "film-number": "749090"}, "business-address": {"street1": "11 HURLEY ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02141", "phone": "6172346500"}, "mail-address": {"street1": "BIOPURE CORP", "street2": "11 HURLEY ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02141"}}
text: 1
                                      FORM S-8
                               REGISTRATION STATEMENT
                                      UNDER THE
                               SECURITIES ACT OF 1933
  
                                 BIOPURE CORPORATION
               (Exact name of Registrant as specified in its charter)
  
              DELAWARE                                             04-2836871
    (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                                  11 Hurley Street
                           Cambridge, Massachusetts 02141
  
                      (Address of Principal Executive Offices)
  
                    BIOPURE CORPORATION CAPITAL ACCUMULATION PLAN
                              (Full title of the Plan)
  
                                     JANE KOBER
                                SENIOR VICE PRESIDENT
                                 Biopure Corporation
                                  11 Hurley Street
                              Cambridge, Massachusetts
                       (Name and address of agent for service)
                                   (617) 234-6500
            (Telephone number, including area code, of agent for service)
                     ------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  =====================================================================================================================
           Title of                                        Proposed             Proposed                Amount of
       Securities To Be            Amount To Be             Maximum              Maximum             Registration Fee
          Registered               Registered(1)           Offering             Aggregate
                                                           Price per            Offering
                                                           Share (2)            Price(2)
  ---------------------------------------------------------------------------------------------------------------------
  Class A Common Stock (3)            97,264                $20.5625           $2,000,000                  $528
  =====================================================================================================================
  (1)  Being offered under our Capital Accumulation Plan, a profit sharing plan
       which is qualified under Section 401(a) of the Internal Revenue Code.
  
  (2)  This calculation is made solely for the purpose of determining the
       registration fee pursuant to the provisions of Rule 457(h) under the
       Securities Act of 1933, as amended (the "Securities Act") based upon the
       average high and low prices of the common stock reported on October 23,
       2000.
  2
  
  (3)  As well as associated preferred stock purchase rights. In addition,
       pursuant to Rule 416(c) under the Securities Act of 1933, this registration
       statement also covers an indeterminate amount of interests to be offered or
       sold pursuant to the employee benefit plan described herein.
  
                                         -2-
  3
  
                                       PART I
  
                                  EXPLANATORY NOTE
  
       As permitted by the rules of the Securities and Exchange Commission (the
  "Commission"), this registration statement omits the information specified in
  Part I of Form S-8. The documents containing the information specified in Part I
  will be delivered to the participants in the plan as required by Securities Act
  Rule 428(b). Such documents are not being filed with the Commission as part of
  this registration statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  4
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE:
  
       The following documents filed by the Registrant with the Commission are
  incorporated herein by reference.
  
       (a)  the Company's Annual Report on Form 10-K for the year ended October
  31, 1999.
  
       (b)  the Company's Quarterly Reports on Form 10-Q for the quarters ended
  January 29, 2000, April 29, 2000 and July 29, 2000.
  
       (c)  The description of the Common Stock contained in the Registrant's
  Registration Statement on Form 8-A (File No. 001- 15167), filed under the
  Securities Exchange Act of 1934, including any amendment or report filed for the
  purpose of updating such description.
  
       (d)  The description of the preferred stock purchase rights contained in
  Biopure's registration statement on Form 8-A dated November 4, 1999 (File No.
  000-27933), filed under the Securities Exchange Act of 1934, including any
  amendment or report filed for purposes of updating such description.
  
       All reports and other documents filed by the Registrant after the date
  hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing of such reports
  and documents.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            Our Restated Certificate of Incorporation provides that each of our
  directors and officers shall be indemnified and held harmless by Biopure, to the
  fullest extent authorized by the
  
                                        II-1
  5
  
  Delaware General Corporation Law, against all expense, liability and loss
  (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
  and amounts paid in settlement) reasonably incurred by reason of the fact that
  he or she is a director or officer.
  
            The Delaware General Corporation Law authorizes a corporation to
  indemnify its directors and officers provided that the corporation shall not
  eliminate or limit the liability of a director as follows:
  
       -    for any action brought by or in the right of a corporation where the
            director or officer is adjudged to be liable to the corporation,
            except where a court determines the director or officer is entitled to
            indemnity,
  
       -    for acts or omissions not in good faith or which involve conduct that
            the director or officer believes is not in the best interests of the
            corporation,
  
       -    for knowing violations of the law
  
       -    for any transaction from which the directors derived an improper
            personal benefit, and
  
       -    for payment of dividends or approval of stock repurchases or
            redemptions leading to liability under Section 174 of the Delaware
            General Corporation Law.
  
            The Delaware General Corporation Law requires a corporation to
  indemnify a director or officer to the extent that the director or officer has
  been successful, on the merits or otherwise, in defense of any action, suit or
  proceeding for which indemnification is lawful.
  
            Our Restated Certificate of Incorporation also provides directors and
  officers with the right to be paid by Biopure for expenses (including attorneys'
  fees) incurred in defending any proceeding in advance of the proceeding's final
  disposition. If a claim is not promptly paid in full by Biopure, as further
  described in the Restated Certificate of Incorporation, the director or officer
  who is entitled to indemnification may bring suit against Biopure to recover the
  unpaid amount of the claim. These rights of indemnification and advancement of
  expenses conferred in our Restated Certificate of Incorporation are not
  exclusive of any other right which may be acquired under any statute, by-law,
  agreement or otherwise.
  
                                        II-2
  6
  
  ITEM 8.   EXHIBITS.
  
       *3.1 Restated Certificate of Incorporation of Biopure Corporation
  
      **3.2 By-laws of Biopure Corporation
  
    ***10.1 Rights Agreement dated September 24, 1999 between Biopure Corporation
            and American Stock Transfer & Trust Company
  
       10.2 Biopure Corporation Capital Accumulation Plan
  
       23.1 Consent of Ernst & Young LLP.
  
       24.1 Power of Attorney to file future amendments (set forth on the
            signature page of this Registration Statement).
  
  ---------------
  
       *    Filed with Registration Statement on Form S-1 (File No. 333-30382)
  
       **   Filed with Registration Statement on Form S-1 (File No. 333-78829)
  
       ***  Filed with Registration Statement on Form 8-A (File No. 000-27933)
  
                                        II-3
  7
  
  ITEM 9.   UNDERTAKINGS.
  
       (a)  The undersigned Registrant hereby undertakes.
  
            (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;
  
            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the Registration Statement. Notwithstanding the foregoing, any
            increase or decrease in volume of securities offered (if the total
            dollar value of securities offered would not exceed that which was
            registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more than
            a 20% change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective Registration
            Statement.
  
            (iii) To include any material information with respect to the plan of
            distribution not previously disclosed in the Registration Statement or
            any material change to such information in the Registration Statement.
  
                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
            not apply if the Registration Statement is on Form S-3, Form S-8 or
            Form F-3, and the information required to be included in a
            post-effective amendment by those paragraphs is contained in periodic
            reports filed with or furnished to the Commission by the Registrant
            pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
            of 1934 that are incorporated by reference in this Registration
            Statement.
  
            (2) That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post- effective amendment shall be
            deemed to be a new registration statement relating to the securities
  
                                        II-4
  8
  
            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 1933 that is
            incorporated by reference in this Registration Statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.
  
       (c)  Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in the
            opinion of the Securities and Exchange Commission such indemnification
            is against public policy as expressed in the Act and is, therefore,
            unenforceable. In the event that a claim for indemnification against
            such liabilities (other than the payment by the Registrant of expenses
            incurred or paid by a director, officer or controlling person of the
            Registrant in the successful defense of any action, suit or
            proceeding) is asserted by such director, officer or controlling
            person in connection with the securities being registered, the
            Registrant will, unless in the opinion of its counsel the matter has
            been settled by controlling precedent, submit to a court of
            appropriate jurisdiction the question whether such indemnification by
            it is against public policy as expressed in the Act and will be
            governed by the final adjudication of such issue.
  
                                        II-5
  9
  
                                     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, state of Massachusetts, on this 30th day
  of October, 2000.
  
                                               BIOPURE CORPORATION
  
                                               By: /s/ Francis H. Murphy
                                                   -------------------------------
                                                          Francis H. Murphy
                                                       Chief Financial Officer
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Francis
  H. Murphy and Jane Kober, or either of them, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, and in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  Registration Statement on Form S-8 of Biopure Corporation and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent, full power and authority to do and perform each and every act and thing
  requisite or necessary to be done in or about the premises, as full to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agents or any of them or their or
  his substitute or substitutes may lawfully do or cause to be done by virtue
  hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                                       Title                           Date
            ---------                                       -----                           ----
  By:/s/ Carl W. Rausch                                 Chairman of the                 October 20, 2000
     ---------------------------                        Board, Chief
      Carl W. Rausch                                    Executive
                                                        Officer
                                                        (principal
                                                        executive
                                                        officer)
  II-6
  10
  By:/s/ Paul A. Looney                                 Director,                       October 20, 2000
     ---------------------------                        President
      Paul A. Looney                                    (principal
                                                        operating
                                                        officer)
  
  By:/s/ Francis H. Murphy                              Chief Financial                 October 20, 2000
     ---------------------------                        Officer
      Francis H. Murphy                                 (principal
                                                        financial and
                                                        accounting
                                                        officer)
  
  By:/s/ David N. Judelson                              Director                        October 20, 2000
     ---------------------------
      David N. Judelson
  
  By:/s/ Daniel P. Harrington                           Director                        October 20, 2000
     ---------------------------
      Daniel P. Harrington
  
  By:/s/ C. Everett Koop                                Director                        October __, 2000
     ---------------------------
      C. Everett Koop
  
  By:/s/ Charles A. Sanders                             Director                        October 20, 2000
     ---------------------------
      Charles A. Sanders,M.D.
  
  By:                                                   Director                        October __, 2000
      --------------------------
      Stephen A. Kaplan
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  11
  
                                  INDEX TO EXHIBITS
  NUMBER                   DESCRIPTION OF EXHIBIT
       ------                   ----------------------
  *3.1           RESTATED CERTIFICATE OF INCORPORATION OF
                       BIOPURE CORPORATION
  
       **3.2           BY-LAWS OF BIOPURE CORPORATION
  
     ***10.1           RIGHTS AGREEMENT DATED SEPTEMBER 24, 1999
                       BETWEEN BIOPURE CORPORATION AND AMERICAN
                       STOCK TRANSFER & TRUST COMPANY
  
        10.2           BIOPURE CORPORATION CAPITAL ACCUMULATION
                       PLAN
  
        23.1           CONSENT OF ERNST & YOUNG LLP
  
        24.1           POWER OF ATTORNEY (SEE "POWER OF ATTORNEY"
                       IN THE REGISTRATION STATEMENT)
  ------------
  
         *  FILED WITH S-1 REGISTRATION STATEMENT (FILE NO. 333-30382)
        **  FILED WITH S-1 REGISTRATION STATEMENT (FILE NO. 333-78829)
       ***  FILED WITH FORM 8-A DATED NOVEMBER 4, 1999 (FILE NO. 000-27933)
  
                                        II-9