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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.
                                      20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               CAMBREX CORPORATION

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             (Exact name of registrant as specified in its charter)

         DELAWARE                                              22-2476135

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(State of incorporation or organization)                    (I.R.S. Employer
                                                           Identification No.)


One Meadowlands Plaza, East Rutherford, New Jersey                 07073

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(Address of principal executive offices)                         (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                       Name of each exchange on which
      to be so registered                       each class is to be registered

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Common Stock, $0.10 par value                       NEW YORK STOCK EXCHANGE

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Securities to be registered pursuant to Section 12(g) of the Act:


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                                (Title of class)

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                                (Title of class)
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Item 1.  Description of Registrant's Securities to be Registered.

         The Restated Certificate of Incorporation of the Company, as amended,
         (the "Certificate of Incorporation") provides that the authorized
         capital stock consists of 20,000,000 shares of Common Stock, par value
         $.10 per share, 730,746 shares of Nonvoting Common Stock, par value
         $.10 per share, and 5,000,000 shares of Series Preferred Stock, par
         value $.10 per share.

         The Common Stock and Nonvoting Common Stock (collectively "Common
         Shares" for purposes of this section) have the same rights and
         privileges and rank equally, share ratably in any dividends or
         distributions on liquidation and are identical in all respects except
         with respect to voting rights. The holders of the Common Stock are
         entitled to one vote for each share held of record on each matter
         submitted to a vote of stockholders. Holders of Common Stock may not
         cumulate their votes in the election of directors. The holders of the
         Nonvoting Common Stock are not entitled to vote on any matter except as
         otherwise required by law.

         The Common Shares have no preemptive, subscription or similar rights
         and are not subject to redemption. Dividends may be paid on the Common
         Shares in the discretion of the Board of Directors from sources legally
         available therefor, subject to any limitations which may be imposed by
         the terms of any outstanding series of Series Preferred Stock. Upon any
         dissolution of the Company, holders of Common Shares would be entitled
         to share pro rata in the assets remaining after payment of corporate
         debts and expenses and all other priority claims, including the claims
         of holders of shares of Series Preferred Stock that may be issued and
         outstanding. The Common Shares when fully paid are non-assessable.

         In accordance with the Certificate of Incorporation, each outstanding
         share of Nonvoting Common Stock, at the option of the holder thereof,
         is convertible into a share of Common Stock to the extent that the
         holder thereof is not prohibited by law or regulation (such as laws or
         regulations relating to investments by subsidiaries of bank holding
         companies) from owning voting stock of the Company.

         The Board of Directors of the Company has the authority without any
         further vote or action by the stockholders to provide for the issue of
         up to 5,000,000 shares of Series Preferred Stock in one or more series.
         Each series may have such rights, designations, preferences (including
         preferences as to dividends and upon any liquidation of the Company),
         and relative, participating, optional and other special rights, and
         such qualifications, limitations and restrictions as are stated in the
         resolutions of the Board of Directors providing for the issue of such
         series and consequently could have powers and rights (including voting


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         and conversion rights) which could adversely affect the rights,
         including the voting power, of the holders of Common Stock.

         The Certificate of Incorporation and the By-Laws of the Company contain
         provisions that could have certain anti-takeover effects.

         The Certificate of Incorporation provides for the Board of Directors to
         be divided into three classes of directors serving staggered three-year
         terms. The classification of directors has the effect of making it more
         difficult for stockholders to change the composition of the Board of
         Directors in a relatively short period of time. At least two annual
         meetings of stockholders, instead of one, will generally be required to
         effect a change in a majority of the Board of Directors.

         The Certificate of Incorporation provides that the number of directors
         will be fixed by, or in the manner provided in, the By-Laws. The
         By-Laws provide that the entire Board of Directors will consist of not
         less than three members, the exact number to be set from time to time
         by the Board of Directors. Accordingly, the Board of Directors, and not
         the stockholders, will have the authority to determine the number of
         directors and could prevent any stockholder from obtaining majority
         representation on the Board of Directors by enlarging the Board of
         Directors and filling the new directorships with its own nominees.
         Moreover, under Delaware law and as provided in the Certificate of
         Incorporation, in the case of a corporation having a classified board,
         stockholders may remove a director only for cause. This provision, when
         coupled with the provision of the Certificate of Incorporation
         authorizing the Board of Directors to fill vacant directorships, will
         preclude a stockholder from removing incumbent directors without cause
         and simultaneously gaining control of the Board of Directors by filling
         the vacancies created by such removal with its own nominees.

         The Certificate of Incorporation provides that any action required or
         permitted to be taken by the stockholders of the Company may be
         effected only at an annual or special meeting of stockholders, and will
         prohibit stockholder action by written consent in lieu of a meeting.
         The By-Laws provide that special meetings of stockholders may be called
         only by the Board of Directors, the Chairman of the Board of Directors
         or the President of the Company. Stockholders are not permitted to call
         a special meeting or to required that the Board of Directors call a
         special meeting of stockholders. These provisions may have the effect
         of delaying consideration of a stockholder proposal until the next
         annual meeting unless a special meeting is called by the Board of
         Directors, the Chairman of the Board of Directors or the President of
         the Company.


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         The By-Laws establish an advance notice procedure with regard to the
         nomination, other than by or at the direction of the Board of Directors
         or a committee thereof, of candidates for election as directors (the
         "Nomination Procedure") and with regard to certain matters to be
         brought before an annual meeting of stockholders of the Company (the
         "Business Procedure"). Although the By-Laws do not give the Board of
         Directors any power to approve or disapprove stockholder nominations
         for the election of directors or any other business desired by
         stockholders to be conducted at an annual meeting, the Nomination
         Procedure and Business Procedure provisions of the By-Laws may have the
         effect of precluding a nomination for the election of directors or
         precluding the conducting of business at a particular meeting of the
         proper procedures are not followed, and may discourage or deter a third
         party from conducting a solicitation of proxies to elect its own slate
         of directors or otherwise attempting to obtain control of the Company,
         even if the conduct of such solicitation or such attempt might
         otherwise be desired by the Company's stockholders.

         The Certificate of Incorporation requires the affirmative vote of the
         holders of at least two-thirds of the voting power of all the
         outstanding shares of stock entitled to vote generally in the election
         of directors, voting together as a single class, to remove a director
         for cause. The requirement of a two-thirds vote to effect such removal
         could enable a minority of the stockholders of the Company to prevent
         such occurrence.

         The Certificate of Incorporation requires the affirmative vote of the
         holders of at least two-thirds of the voting power of all the
         outstanding shares of stock entitled to vote generally in the election
         of directors, voting together as a single class, for any amendment of
         the provisions of the Certificate of Incorporation described above or
         of the By-Laws. These provisions will make it more difficult for
         stockholders to make changes in the Certificate of Incorporation or
         By-Laws including changes designed to facilitate the exercise of
         control over the company.

         The Certificate of Incorporation authorizes the Board of Directors to
         fix, with respect to any series of the Series Preferred Stock, the
         powers, preferences and rights of the shares of such series. The
         Company could issue Series Preferred Stock that could, depending on its
         terms, either impede or facilitate the completion of a merger, tender
         offer or other takeover attempt.


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Item 2.   Exhibits*

     1.   Report on Form 10-K for the fiscal year ended December 31, 1996.

     2.   Quarterly reports on Form 10-Q for the quarters ended March 31, 1997,
          June 30, 1997 and September 30, 1997.

     3.   Current Report on Form 8-K dated October 8, 1997

     4.   Proxy statement, dated March 17, 1997.

     5.   (a) Certificate of Incorporation, as amended. 
          (b) By-laws, as amended.

     6.   Specimen of security being registered.

     7.   Annual Report submitted to shareholders for the fiscal year ended
          December 31, 1996.

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         *Pursuant to Instruction II, the foregoing exhibits are being filed
with the New York Stock Exchange and shall not be deemed filed with or
incorporated by reference in copies of the registration statement filed with the
Commission.

                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


CAMBREX CORPORATION
    (Registrant)




By: /s/ Douglas H. MacMillan
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    Douglas H. MacMillan
    Vice President and
    Chief Financial Officer


Date: February 6, 1998




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