
<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1998
                                        
                                                      Registration No. 333-
- --------------------------------------------------------------------------------
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________
                         TARGETED GENETICS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                                           <C>
                         WASHINGTON                                                       91-1549568
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)                (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>

                           1100 OLIVE WAY, SUITE 100
                           SEATTLE, WASHINGTON  98101
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                         TARGETED GENETICS CORPORATION

                        1992 RESTATED STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                               H. STEWART PARKER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           1100 OLIVE WAY, SUITE 100
                           SEATTLE, WASHINGTON  98101
                                 (206) 623-7612
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                             ______________________

                                    COPY TO:

                               STEPHEN M. GRAHAM
                               PERKINS COIE LLP
                         1201 THIRD AVENUE, 40TH FLOOR
                        SEATTLE, WASHINGTON  98101-3099
                             ______________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================ 
                                                                                         PROPOSED MAXIMUM
         TITLE OF SECURITIES               NUMBER TO BE         PROPOSED MAXIMUM        AGGREGATE OFFERING        AMOUNT OF
          TO BE REGISTERED                 REGISTERED(1)   OFFERING PRICE PER SHARE(2)       PRICE(2)         REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>                          <C>                   <C>
Common Stock, $.01 par value per share        500,000                  $1.52                 $760,000               $225
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     such employee benefit plan as the result of any future stock split, stock
     dividend or similar adjustment of the Registrant's outstanding Common
     Stock.

(2)  Estimated solely for the purpose of calculating the registration fee.  The
     price per share is estimated to be $1.52, based on the average of the high
     ($1.56) and low ($1.47) prices for the Common Stock on July 8, 1998, as
     reported on the Nasdaq National Market.
<PAGE>
 
                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:

          (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, filed on March 31 1998, which contains audited financial
statements for the most recent fiscal year for which such statements have been
filed;

          (b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on Form 10-
K referred to in (a) above; and

          (c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on April 26, 1994
under Section 12(g) of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment, which indicate that the securities offered hereby have
been sold or which deregister the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act").  Section 10 of the Registrant's Restated Bylaws provides for
indemnification of the Registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law.

     Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self-dealing or illegal
corporate loans or distributions, or any transactions from which the director
personally receives a benefit in money, property or services to which the
director is not entitled.  Article 11 of the Registrant's Restated Articles of
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Registrant
and its shareholders.

     The Registrant has entered into an Indemnification Agreement with each of
its executive officers and directors in which the Registrant agrees to hold
harmless and indemnify the officer or director to the fullest extent permitted
by Washington law.  Under these Indemnification Agreements, the officer or
director is not indemnified for any action, suit, claim or proceeding instituted
by or at the direction of the officer or director unless such action, suit,
claim or proceeding is or was authorized by the Registrant's Board of Directors
or unless the action is to enforce the provisions of the Indemnification
Agreement.

     No indemnity pursuant to the Indemnification Agreements shall be provided
by the Registrant on account of any suit in which a final, unappealable judgment
is rendered against an executive officer or director for an accounting of
profits made from the purchase or sale by the executive officer or director of
securities of the Registrant in violation of the provisions of Section 16(b) of
the Exchange Act, and amendments thereto, or for damages that have been paid
directly to the executive officer or director by an insurance carrier under a
policy of directors' and officers' liability insurance maintained by the
Registrant.

                                      II-1
<PAGE>
 
ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
     Exhibit
     Number                                         Description
- ---------------    ------------------------------------------------------------------------
<C>                <S>
      5.1          Opinion of Perkins Coie LLP regarding legality of the Common Stock being
                   registered
     23.1          Consent of Ernst & Young LLP, Independent Auditors
     23.2          Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
     24.1          Power of Attorney (see signature page)
     99.1          Targeted Genetics Corporation 1992 Restated Stock Option Plan
</TABLE>

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;

          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement; and

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
- --------  -------                                                              
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-2
<PAGE>
 
C.  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.

                                      II-3
<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 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 Seattle, State of Washington, on the 10th day of
July, 1998.

                              TARGETED GENETICS CORPORATION

                                    /s/ H. STEWART PARKER
                              -------------------------------------
                              By:   H. Stewart Parker
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints H.
Stewart Parker and James A. Johnson, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on the behalf of
each person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all post-
effective amendments.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 10th day of July, 1998.
<TABLE>
<CAPTION>
                     SIGNATURE                                                     TITLE
                     ---------                                                     -----
<S>                                                   <C>
             /s/ H. STEWART PARKER                    President, Chief Executive Officer (Principal Executive
- ------------------------------------------------      Officer) and Director
               H. Stewart Parker
 
             /s/ JAMES A. JOHNSON                     Vice President, Finance, Chief Financial Officer, Treasurer
- ------------------------------------------------      and Secretary (Principal Financial Officer)
               James A. Johnson
 
           /s/ JEREMY CURNOCK COOK                    Chairman of the Board
- ------------------------------------------------
             Jeremy Curnock Cook

                                                      Director 
- ------------------------------------------------              
               Jack L. Bowman

                                                      Director 
- ------------------------------------------------     
               James D. Grant

            /s/ LOUIS P. LACASSE                      Director
- ------------------------------------------------
              Louis P. Lacasse

                                                      Director 
- ------------------------------------------------     
              Mark P. Richmond

            /s/ MARTIN P. SUTTER                      Director
- ------------------------------------------------
              Martin P. Sutter
</TABLE>

                                      II-4
<PAGE>
 
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
     Exhibit
     Number                                         Description
- ---------------    --------------------------------------------------------------------------
<C>                <S>
        5.1        Opinion of Perkins Coie LLP regarding legality of the Common Stock being
                   registered
       23.1        Consent of Ernst & Young LLP, Independent Auditors
       23.2        Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
       24.1        Power of Attorney (see signature page)
       99.1        Targeted Genetics Corporation 1992 Restated Stock Option Plan
</TABLE>
