As filed with the Commission on June 16, 1997 File No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------
                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   -----------

                             CYTOTHERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                 94-3078125
     -----------------------------------     --------------------------------
        (State or other jurisdiction of      (IRS Employer Identification No.)
         incorporation or organization)

                               Two Richmond Square
                         Providence, Rhode Island 02906
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                        1992 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                          Frederic A. Eustis, III, Esq.
                                    Secretary
                             CytoTherapeutics, Inc.
                               Two Richmond Square
                         Providence, Rhode Island 02906
                                 (410) 272-3310
 ------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE


                                                                                     


Title of Securities      Amount to be            Proposed maximum        Proposed maximum         Amount of
to be registered         registered              offering price per      aggregate offering       registration fee
                                                 share                price 
Common Stock,            100,000 shares          $5.375                  $5,375,000               $163.00
par value $0.01


 Estimated  solely  for the  purpose of  determining  the  registration  fee
pursuant  to Rule  457(h) on the basis of the average of the high and low prices
of CytoTherapeutics,  Inc. Common Stock, par value $0.01, reported on NASDAQ/NMS
on June 10, 1997.





                               Page 1 of 6 pages.


                                       -1-






                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation by Reference
         -----------------------------------------------

         Pursuant  to General  Instruction  E to Form S-8,  the  contents of the
Registrant's  Registration  Statement  on Form S-8 (File  Number  33-49524)  are
incorporated herein by reference thereto.


Item 8.  Exhibits.
         --------

Exhibit

4.1      Specimen Stock Certificate (incorporated by reference to Exhibit 4 of
         the Registrant's Registration Statement on Form S-1,
         File No. 33-45739).

5.1      Opinion of Ropes & Gray.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 
         to this registration statement).

24.1     Powers of Attorney (included in Part II of this registration statement
         under the caption "Signatures").

                                       -2-






                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  on Form S-8 to be signed on its behalf by the  undersigned  thereunto
duly authorized, in Providence, Rhode Island, on May 30, 1997.



                                      By  /s/ Seth A. Rudnick
                                          ____________________________________
                                          Seth A. Rudnick
                                          Chairman and Chief Executive Officer
                                          and Director


         Each person whose signature appears below constitutes and appoints Seth
A. Rudnick and Frederic A. Eustis,  and each of them singly, his or her true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to  this  registration  statement  on  Form  S-8  to  be  filed  by
CytoTherapeutics,  Inc., and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority  to be done in and about the  premises,  as fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities shown.



                                                                              


Signature                                  Capacity                                   Date
- ---------                                  --------                                   ----
/s/ Seth A. Rudnick                        Chairman, Chief Executive Officer          May 30, 1997
__________________________                 and Director (principal executive
Seth A. Rudnick                            officer)

/s/ Frederic A. Eustis                     Acting Chief Financial Officer, Vice       May 30, 1997
___________________________                President, General Counsel, Secretary
Frederic A. Eustis                         and Treasurer (principal financial
                                           officer)

/s/ Suzanne Fleming                        Controller (principal accounting           May 30, 1997
___________________________                officer)
Suzanne Fleming



                                       -3-






Signature                                  Capacity                                   Date
- ---------                                  --------                                   ----
/s/ Edwin C. Cadman                        Director                                   May 30, 1997
- ---------------------------
Edwin C. Cadman

/s/ Donald R. Conklin                      Director                                   May 30, 1997
- ---------------------------
Donald R. Conklin
/s/ Patrick Aebischer
___________________________                Director                                   May 30, 1997
Patrick Aebischer

/s/ Mark J. Levin                          Director                                   May 30, 1997
- --------------------------
Mark J. Levin

/s/ Richard J. Ramsden                     Director                                   May 30, 1997
- --------------------------
Richard J. Ramsden

/s/ Peter K. Simon                         Director                                   May 30, 1997
- --------------------------
Peter K. Simon

/s/ Sandra Nusinoff Lehrman                Director                                   May 30, 1997
- --------------------------
Sandra Nusinoff Lehrman





                                       -4-

                                                                    Exhibit 5.1

                                  June 16, 1997


CytoTherapeutics, Inc.
2 Richmond Square
Providence, RI  02906

Ladies and Gentlemen:

         This  opinion is  furnished to you in  connection  with a  registration
statement on Form S-8 (the "Registration Statement"),  filed with the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended,  for the registration of 100,000 shares of common stock, $.01 par value
(the "Shares"),  of  CytoTherapeutics,  Inc. (the "Company")  issuable under the
Company's 1992 Employee Stock Purchase Plan (the "Plan").

         We have acted as counsel  for the Company in  connection  with the Plan
and are familiar with the actions taken by the Company in connection  therewith.
For purposes of this opinion we have examined the  Registration  Statement,  the
Plan, and such other documents as we deemed appropriate.

         Based upon the  foregoing,  we are of the opinion  that the Shares have
been duly  authorized,  and the Shares,  when issued and sold in accordance with
the terms of the Plan, will be validly issued, fully paid and non-assessable.

         We hereby  consent  to your  filing  this  opinion as an exhibit to the
Registration  Statement and to all  references to our firm included in or made a
part of this Registration Statement.

                                                              Very truly yours,

                                                              /s/ Ropes & Gray

                                                              Ropes & Gray


                                      -5-

                                      

                                                                   Exhibit 23.1



                         CONSENT OF INDEPENDENT AUDITORS


         We  consent  to the  incorporation  by  reference  in the  Registration
Statement  (Form S-8)  pertaining  to the 1992 Employee  Stock  Purchase Plan of
CytoTherapeutics, Inc. of our report dated February 6, 1997, except for Note 17,
as to which the date is February  13,  1997,  with  respect to the  consolidated
financial  statements of  CytoTherapeutics,  Inc.  included in its Annual Report
(Form 10-K) for the year ended December 31, 1996,  filed with the Securities and
Exchange Commission.


                                                      /s/ Ernst & Young LLP

                                                      ERNST & YOUNG LLP

Boston, Massachusetts
June 9, 1997


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