content: <PAGE>
  
      As filed with the Securities and Exchange Commission on December 5, 2001
  
                                                        Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                THE MEDICINES COMPANY
               (Exact Name of Registrant as Specified in Its Charter)
  
                     DELAWARE                                    04-3324394
        (State or Other Jurisdiction of                       (I.R.S. Employer
         Incorporation or Organization)                      Identification No.)
  
  ONE CAMBRIDGE CENTER, CAMBRIDGE, MASSACHUSETTS                   02142
  (Address of Principal Executive Offices)                       (Zip Code)
  
            2001 NON-OFFICER, NON-DIRECTOR EMPLOYEE STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                  CLIVE A. MEANWELL
                                      CHAIRMAN
                                ONE CAMBRIDGE CENTER
                           CAMBRIDGE, MASSACHUSETTS 02142
                       (Name and Address of Agent For Service)
                                    617-225-9099
            (Telephone Number, Including Area Code, of Agent For Service)
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ====================================================================================================================
                                                     Proposed Maximum        Proposed Maximum
  Title of Securities          Amount to be         Offering Price Per      Aggregate Offering         Amount of
  to be Registered            Registered (1)              Share                   Price             Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                        <C>                   <C>                       <C>
  Common Stock, $0.001
  par value per share        1,250,000 shares           $10.18(2)             $12,725,000(2)            $3,042
  ====================================================================================================================
  </TABLE>
  
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended, this registration statement shall be deemed to cover
           additional securities that may from time to time be offered or issued
           to prevent dilution resulting from stock splits, stock dividends or
           similar transactions.
  
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's common stock as reported on the Nasdaq National Market on
           November 29, 2001.
  
  
  
  
  <PAGE>
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1.  PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of 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, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
                    (a) The registrant's latest annual report filed pursuant to
  Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed
  pursuant to Rule 424(b) under the Securities Act that contains audited financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
                    (b) All other reports filed pursuant to Section 13(a) or 15(d)
  of the Exchange Act since the end of the fiscal year covered by the document
  referred to in (a) above.
  
                    (c) The description of the securities contained in the
  registrant's registration statement on Form 8-A filed under the Exchange Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of 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 the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
  <PAGE>
  
           ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
           ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement. Attorneys at Hale and Dorr LLP own, in
  the aggregate, 19,292 shares of the registrant's common stock, and a related
  investment partnership owns warrants which are exercisable to purchase up to an
  additional 1,554 shares of common stock.
  
           ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article SEVENTH of our Third Amended and Restated Certificate of
  Incorporation, as amended to date (the "Charter") eliminates the personal
  liability of directors to the fullest extent permitted by Section 102(b)(7) of
  the Delaware General Corporation Law and provides that no director of our
  company shall be personally liable for any monetary damages for any breach of
  fiduciary duty as a director, except to the extent that the Delaware General
  Corporation Law statute prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  
           Article EIGHTH of our Charter provides that each of our directors and
  officers (a) shall be indemnified by us against all expenses (including
  attorneys' fees), judgments, fines and amounts paid in settlement incurred in
  connection with any litigation or other legal proceeding (other than an action
  by or in the right of us) threatened or brought against him by virtue of the
  fact that he is, or has agreed to serve as, a director or officer of our company
  or is serving in the position of director, officer, partner, employee or trustee
  of another corporation, partnership, joint venture trust or other enterprise on
  our behalf, if he acted in good faith and in a manner he reasonably believed to
  be in, or not opposed to, our best interests, and, with respect to any criminal
  action or proceeding, he had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by us against all expenses (including
  attorneys' fees) and amounts paid in settlement incurred in connection with any
  action by or in the right of us brought against him by virtue of the fact that
  he is, or has agreed to serve as, a director or officer of our company or is
  serving in the position of director, officer, partner, employee or trustee of
  another corporation, partnership, joint venture trust or other enterprise on our
  behalf, if he acted in good faith and in a manner he reasonably believed to be
  in, or not opposed to, our best interests, except that no indemnification shall
  be made with respect to any matter as to which such person shall have been
  adjudged to be liable to us, unless a court determines that, despite such
  adjudication but in view of all of the circumstances, he is entitled to
  indemnification of such expenses. Notwithstanding the foregoing, to the extent
  that a director or officer has been successful, on the merits or otherwise,
  including, without limitation, the dismissal of an action without prejudice, he
  is required to be indemnified by us against all expenses (including attorneys'
  fees) incurred in connection therewith. Expenses shall be advanced to a director
  or officer at his request, provided that he undertakes to repay the amount
  advanced if it is ultimately determined that he is not entitled to
  indemnification for such expenses.
  
           Indemnification is required to be made unless we determine that the
  applicable standard of conduct required for indemnification has not been met. In
  the event of a determination by us that the director or officer did not meet the
  applicable standard of conduct required for indemnification, or if we fail to
  make an indemnification payment within 60 days after such payment is claimed by
  such person, such person is permitted to petition the court to make an
  independent determination as to whether such person is entitled to
  indemnification. As a
  
                                       - 2 -
  <PAGE>
  
  
  condition precedent to the right of indemnification, the director or officer
  must give us notice of the action for which indemnity is sought and we have the
  right to participate in such action or assume the defense thereof.
  
           Article EIGHTH of our Charter further provides that the indemnification
  provided therein is not exclusive, and provides that in the event that the
  Delaware General Corporation Law statute is amended to expand the
  indemnification permitted to our directors or officers must indemnify those
  persons to the full extent permitted by such law as so amended.
  
           Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee, or agent
  of the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful, except that, in the
  case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
           We maintain a general liability insurance policy which covers certain
  liabilities of our directors and officers arising out of claims based on acts or
  omissions in their capacities as directors or officers.
  
           At present, there is no pending litigation or proceeding involving any
  director, officer, employee or agent as to which indemnification will be
  required or permitted under the Charter. The Registrant is not aware of any
  threatened litigation or proceeding that may result in a claim for such
  indemnification.
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
           ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9.  UNDERTAKINGS.
  
           1.       The 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;
  
                             (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
  
                                       - 3 -
  <PAGE>
  
  
                    amendment thereof) which, individually or in the aggregate,
                    represent a fundamental change in the information set forth in
                    the registration statement; and
  
                             (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 (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 with or
           furnished to the Commission by the registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the 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
           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.
  
           2. 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 the registration statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
           3. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
                                       - 4 -
  
  <PAGE>
  
  
                                     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 Cambridge, Massachusetts, on this 5th day of December, 2001.
  
                                           THE MEDICINES COMPANY
  
                                           By:  /s/ Clive A. Meanwell
                                               -----------------------------------
                                               Clive A. Meanwell
                                               Chairman
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of The Medicines Company,
  hereby severally constitute and appoint Clive A. Meanwell and Peyton J.
  Marshall, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable The Medicines Company to comply
  with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said registration statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
               SIGNATURE                              TITLE                                DATE
               ---------                              -----                                ----
  <S>                                    <C>                                         <C>
  /s/ Clive A. Meanwell                 Chairman                                     December 5, 2001
  -----------------------------------   (Principal executive officer)
  Clive A. Meanwell
  
  
  
  /s/ Peyton J. Marshall                Chief Financial Officer                      December 5, 2001
  -----------------------------------   (Principal financial
  Peyton J. Marshall                     and accounting officer)
  
  
  
  /s/ Leonard Bell                      Director                                     December 5, 2001
  -----------------------------------
  Leonard Bell
  
  
  
  /s/ Stewart J. Hen                    Director                                     December 5, 2001
  -----------------------------------
  Stewart J. Hen
  </TABLE>
  
                                       - 5 -
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
               SIGNATURE                              TITLE                                DATE
               ---------                              -----                                ----
  <S>                                    <C>                                         <C>
  /s/ M. Fazle Husain                   Director                                     December 5, 2001
  ----------------------------------
  M. Fazle Husain
  
  
  
  /s/ T. Scott Johnson                  Director                                     December 5, 2001
  ----------------------------------
  T. Scott Johnson
  
  
  
                                        Director
  ----------------------------------
  Armin M. Kessler
  
  
  
                                        Director
  ----------------------------------
  Nicholas J. Lowcock
  
  
  
  /s/ James E. Thomas                   Director                                     December 5, 2001
  ----------------------------------
  James E. Thomas
  
  
  
  /s/ David Stack                       Director                                     December 5, 2001
  ---------------------------------
  David Stack
  </TABLE>
  
  
                                       - 6 -
  
  <PAGE>
  
  
  
                                  INDEX TO EXHIBITS
  
  NUMBER       DESCRIPTION
  ------       -----------
  
  4.1(1)       Third Amended and Restated Certificate of Incorporation of the
               Registrant
  
  4.2(1)       Amended and Restated By-Laws of the Registrant
  
  5.1          Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1         Consent of Hale and Dorr LLP
               (included in Exhibit 5.1)
  
  23.2         Consent of Ernst & Young LLP, Independent Auditors
  
  24.1         Power of attorney (included on the signature pages of this
               registration statement)
  
  99.1         2001 Non-0fficer, Non-Director Employee Stock Incentive Plan
  
  ------------
  
  (1)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Registration Statement on Form S-1, as
           amended (File No. 333-37404) and incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41274s8s-8.txt", "description": "THE MEDICINES COMPANY", "secsgml_size_bytes": 21592}]
metadata_filer: {"company-data": {"conformed-name": "MEDICINES CO/ MA", "cik": "0001113481", "assigned-sic": "2834", "irs-number": "043324394", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74612", "film-number": "1807358"}, "business-address": {"street1": "ONE CAMBRIDGE CTR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6172259099"}}
text: As filed with the Securities and Exchange Commission on December 5, 2001
  
                                                        Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                THE MEDICINES COMPANY
               (Exact Name of Registrant as Specified in Its Charter)
  
                     DELAWARE                                    04-3324394
        (State or Other Jurisdiction of                       (I.R.S. Employer
         Incorporation or Organization)                      Identification No.)
  
  ONE CAMBRIDGE CENTER, CAMBRIDGE, MASSACHUSETTS                   02142
  (Address of Principal Executive Offices)                       (Zip Code)
  
            2001 NON-OFFICER, NON-DIRECTOR EMPLOYEE STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                  CLIVE A. MEANWELL
                                      CHAIRMAN
                                ONE CAMBRIDGE CENTER
                           CAMBRIDGE, MASSACHUSETTS 02142
                       (Name and Address of Agent For Service)
                                    617-225-9099
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
                                                     Proposed Maximum        Proposed Maximum
  Title of Securities          Amount to be         Offering Price Per      Aggregate Offering         Amount of
  to be Registered            Registered (1)              Share                   Price             Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.001
  par value per share        1,250,000 shares           $10.18(2)             $12,725,000(2)            $3,042
  ====================================================================================================================
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended, this registration statement shall be deemed to cover
           additional securities that may from time to time be offered or issued
           to prevent dilution resulting from stock splits, stock dividends or
           similar transactions.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's common stock as reported on the Nasdaq National Market on
           November 29, 2001.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1.  PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of 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, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
                    (a) The registrant's latest annual report filed pursuant to
  Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed
  pursuant to Rule 424(b) under the Securities Act that contains audited financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
                    (b) All other reports filed pursuant to Section 13(a) or 15(d)
  of the Exchange Act since the end of the fiscal year covered by the document
  referred to in (a) above.
  
                    (c) The description of the securities contained in the
  registrant's registration statement on Form 8-A filed under the Exchange Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of 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 the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any 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.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement. Attorneys at Hale and Dorr LLP own, in
  the aggregate, 19,292 shares of the registrant's common stock, and a related
  investment partnership owns warrants which are exercisable to purchase up to an
  additional 1,554 shares of common stock.
  
           ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article SEVENTH of our Third Amended and Restated Certificate of
  Incorporation, as amended to date (the "Charter") eliminates the personal
  liability of directors to the fullest extent permitted by Section 102(b)(7) of
  the Delaware General Corporation Law and provides that no director of our
  company shall be personally liable for any monetary damages for any breach of
  fiduciary duty as a director, except to the extent that the Delaware General
  Corporation Law statute prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  
           Article EIGHTH of our Charter provides that each of our directors and
  officers (a) shall be indemnified by us against all expenses (including
  attorneys' fees), judgments, fines and amounts paid in settlement incurred in
  connection with any litigation or other legal proceeding (other than an action
  by or in the right of us) threatened or brought against him by virtue of the
  fact that he is, or has agreed to serve as, a director or officer of our company
  or is serving in the position of director, officer, partner, employee or trustee
  of another corporation, partnership, joint venture trust or other enterprise on
  our behalf, if he acted in good faith and in a manner he reasonably believed to
  be in, or not opposed to, our best interests, and, with respect to any criminal
  action or proceeding, he had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by us against all expenses (including
  attorneys' fees) and amounts paid in settlement incurred in connection with any
  action by or in the right of us brought against him by virtue of the fact that
  he is, or has agreed to serve as, a director or officer of our company or is
  serving in the position of director, officer, partner, employee or trustee of
  another corporation, partnership, joint venture trust or other enterprise on our
  behalf, if he acted in good faith and in a manner he reasonably believed to be
  in, or not opposed to, our best interests, except that no indemnification shall
  be made with respect to any matter as to which such person shall have been
  adjudged to be liable to us, unless a court determines that, despite such
  adjudication but in view of all of the circumstances, he is entitled to
  indemnification of such expenses. Notwithstanding the foregoing, to the extent
  that a director or officer has been successful, on the merits or otherwise,
  including, without limitation, the dismissal of an action without prejudice, he
  is required to be indemnified by us against all expenses (including attorneys'
  fees) incurred in connection therewith. Expenses shall be advanced to a director
  or officer at his request, provided that he undertakes to repay the amount
  advanced if it is ultimately determined that he is not entitled to
  indemnification for such expenses.
  
           Indemnification is required to be made unless we determine that the
  applicable standard of conduct required for indemnification has not been met. In
  the event of a determination by us that the director or officer did not meet the
  applicable standard of conduct required for indemnification, or if we fail to
  make an indemnification payment within 60 days after such payment is claimed by
  such person, such person is permitted to petition the court to make an
  independent determination as to whether such person is entitled to
  indemnification. As a
  
                                       - 2 -
  condition precedent to the right of indemnification, the director or officer
  must give us notice of the action for which indemnity is sought and we have the
  right to participate in such action or assume the defense thereof.
  
           Article EIGHTH of our Charter further provides that the indemnification
  provided therein is not exclusive, and provides that in the event that the
  Delaware General Corporation Law statute is amended to expand the
  indemnification permitted to our directors or officers must indemnify those
  persons to the full extent permitted by such law as so amended.
  
           Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee, or agent
  of the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful, except that, in the
  case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
           We maintain a general liability insurance policy which covers certain
  liabilities of our directors and officers arising out of claims based on acts or
  omissions in their capacities as directors or officers.
  
           At present, there is no pending litigation or proceeding involving any
  director, officer, employee or agent as to which indemnification will be
  required or permitted under the Charter. The Registrant is not aware of any
  threatened litigation or proceeding that may result in a claim for such
  indemnification.
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
           ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9.  UNDERTAKINGS.
  
           1.       The 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;
  
                             (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
  
                                       - 3 -
  amendment thereof) which, individually or in the aggregate,
                    represent a fundamental change in the information set forth in
                    the registration statement; and
  
                             (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 (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 with or
           furnished to the Commission by the registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the 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
           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.
  
           2. 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 the registration statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
           3. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                       - 4 -
  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 Cambridge, Massachusetts, on this 5th day of December, 2001.
  
                                           THE MEDICINES COMPANY
  
                                           By:  /s/ Clive A. Meanwell
                                               -----------------------------------
                                               Clive A. Meanwell
                                               Chairman
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of The Medicines Company,
  hereby severally constitute and appoint Clive A. Meanwell and Peyton J.
  Marshall, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable The Medicines Company to comply
  with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said registration statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                              TITLE                                DATE
               ---------                              -----                                ----
  /s/ Clive A. Meanwell                 Chairman                                     December 5, 2001
  -----------------------------------   (Principal executive officer)
  Clive A. Meanwell
  
  /s/ Peyton J. Marshall                Chief Financial Officer                      December 5, 2001
  -----------------------------------   (Principal financial
  Peyton J. Marshall                     and accounting officer)
  
  /s/ Leonard Bell                      Director                                     December 5, 2001
  -----------------------------------
  Leonard Bell
  
  /s/ Stewart J. Hen                    Director                                     December 5, 2001
  -----------------------------------
  Stewart J. Hen
  - 5 -
  SIGNATURE                              TITLE                                DATE
               ---------                              -----                                ----
  /s/ M. Fazle Husain                   Director                                     December 5, 2001
  ----------------------------------
  M. Fazle Husain
  
  /s/ T. Scott Johnson                  Director                                     December 5, 2001
  ----------------------------------
  T. Scott Johnson
  
                                        Director
  ----------------------------------
  Armin M. Kessler
  
                                        Director
  ----------------------------------
  Nicholas J. Lowcock
  
  /s/ James E. Thomas                   Director                                     December 5, 2001
  ----------------------------------
  James E. Thomas
  
  /s/ David Stack                       Director                                     December 5, 2001
  ---------------------------------
  David Stack
  - 6 -
  INDEX TO EXHIBITS
  
  NUMBER       DESCRIPTION
  ------       -----------
  
  4.1(1)       Third Amended and Restated Certificate of Incorporation of the
               Registrant
  
  4.2(1)       Amended and Restated By-Laws of the Registrant
  
  5.1          Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1         Consent of Hale and Dorr LLP
               (included in Exhibit 5.1)
  
  23.2         Consent of Ernst & Young LLP, Independent Auditors
  
  24.1         Power of attorney (included on the signature pages of this
               registration statement)
  
  99.1         2001 Non-0fficer, Non-Director Employee Stock Incentive Plan
  
  ------------
  
  (1)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Registration Statement on Form S-1, as
           amended (File No. 333-37404) and incorporated herein by reference.