Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ----------------

                       AMERICAN BIOGENETIC SCIENCES, INC.
             (Exact name of registrant as specified in its charter)


               Delaware                              11-2655906
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)                Identification No.)

1375 Akron Street, Copiague, New York                     11726
 (Address of Principal Executive Offices)               (Zip Code)

                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                           Timothy J. Roach, Treasurer
                       American Biogenetic Sciences, Inc.
                                1375 Akron Street
                            Copiague, New York 11726
                     (Name and address of agent for service)

                                 (516) 789-2600
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Leonard W. Suroff, Esq.
                                1375 Akron Street
                            Copiague, New York 11726

Approximate  date of commencement of proposed sale to public:  From time to time
after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                 Proposed        Proposed        
Title of                                         maximum         maximum             Amount
each class               Amount                  offering        aggregate           of
of securities            to be                   price per       offering            registration
to be registered         registered(1)           share (2)       price (2)           fee
-------------------------------------------------------------------------------------------------
<S>                     <C>                <C>             <C>               <C>    

Class A Common
Stock, par value
$.001 per share           1,000,000 shares     $1.0625            1,062,500      $     313.44        
-------------------------------------------------------------------------------------------------
</TABLE>

(a)      Pursuant to Rule 416(b),  there shall also be deemed covered hereby all
         additional  securities  resulting from anti-dilution  adjustments under
         the 1996 Stock Option Plan.

(b)      Estimated solely for the purpose of calculating the registration fee on
         the basis of, pursuant to Rule 457(h),  the average of the high and low
         sales prices per share of the Registrant's  Class A Common Stock on the
         Nasdaq National Market on July 16, 1998.
<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                           INCORPORATION BY REFERENCE
                           --------------------------

         The contents of the American  Biogenetic  Sciences,  Inc.  Registration
Statement  on Form  S-8,  File No.  333-  09473  filed  with the  Commission  on
August 2, 1996 are hereby  incorporated  by reference  with the  exception of
Exhibits 5.01, 23.01, 23.02 and 99.01, which are provided herewith.


                                      II-1

<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 the Town of Copiague, State of New York, on the 16th day of July,
1998.


                                  AMERICAN BIOGENETIC SCIENCES, INC.


                                  By: /s/ Alfred J. Roach
                                      ------------------------------------------
                                      Alfred J. Roach, Chairman of the Board

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints each of Alfred J. Roach, Josef C. Schoell
and  Timothy  J.  Roach  and each of them  with  power of  substitution,  as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement  (including  post-effective  amendments)  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-facts or their substitutes may 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 below by the  following  persons in the
capacities indicated on the 16th day of July, 1998.
<TABLE>
<CAPTION>

      Signature                                      Title
      ---------                                      -----

<S>                                       <C>
/s/ Alfred J. Roach
------------------------------
Alfred J. Roach                               Chairman of the Board (Chief Executive Officer)

/s/ Josef C. Schoell                          Vice President, Finance (Principal Financial and Accounting
------------------------------
Josef C. Schoell                              Officer)

/s/ Gustav Victor Rudolph Born
------------------------------
Gustav Victor Rudolph Born                    Director

/s/ Ellena M. Byrne
------------------------------
Ellena M. Byrne                               Director

/s/ Joseph C. Hogan
------------------------------
Joseph C. Hogan                               Director

/s/ Stephen H. Ip
------------------------------
Stephen H. Ip                                 Director

/s/ Timothy J. Roach
------------------------------
Timothy J. Roach                              Director

/s/ William G. Sharwell
------------------------------
William G. Sharwell                           Director
</TABLE>
                                      II-2
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number
-------

 5.01             Opinion and consent of Leonard W. Suroff, Esq. as to the 
                  legality of the Class A Common Stock being offered.

23.01             Consent of Arthur Andersen LLP

23.02             Consent of Leonard W. Suroff, Esq. (contained in Exhibit
                  5.01).

99.01             American Biogenetic Sciences, Inc. 1996 Stock Option Plan, as
                  amended.

                                      II-3
[{"type": "S-8", "sequence": "1", "description": "AMERICAN BIOGENEICS SCIENCES, INC. S-8", "secsgml_size_bytes": 7239}]
{"company-data": {"conformed-name": "AMERICAN BIOGENETIC SCIENCES INC", "cik": "0000856984", "assigned-sic": "2836", "irs-number": "112655906", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59351", "film-number": "98668234"}, "business-address": {"street1": "1375 AKRON STREET", "street2": "P O BOX 1001", "city": "COPIAGUE", "state": "NY", "zip": "11726", "phone": "5167892600"}}
Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ----------------

                       AMERICAN BIOGENETIC SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                              11-2655906
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)                Identification No.)

1375 Akron Street, Copiague, New York                     11726
 (Address of Principal Executive Offices)               (Zip Code)

                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                           Timothy J. Roach, Treasurer
                       American Biogenetic Sciences, Inc.
                                1375 Akron Street
                            Copiague, New York 11726
                     (Name and address of agent for service)

                                 (516) 789-2600
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Leonard W. Suroff, Esq.
                                1375 Akron Street
                            Copiague, New York 11726

Approximate  date of commencement of proposed sale to public:  From time to time
after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed        
Title of                                         maximum         maximum             Amount
each class               Amount                  offering        aggregate           of
of securities            to be                   price per       offering            registration
to be registered         registered(1)           share (2)       price (2)           fee
-------------------------------------------------------------------------------------------------
Class A Common
Stock, par value
$.001 per share           1,000,000 shares     $1.0625            1,062,500      $     313.44        
-------------------------------------------------------------------------------------------------
(a)      Pursuant to Rule 416(b),  there shall also be deemed covered hereby all
         additional  securities  resulting from anti-dilution  adjustments under
         the 1996 Stock Option Plan.

(b)      Estimated solely for the purpose of calculating the registration fee on
         the basis of, pursuant to Rule 457(h),  the average of the high and low
         sales prices per share of the Registrant's  Class A Common Stock on the
         Nasdaq National Market on July 16, 1998.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                           INCORPORATION BY REFERENCE
                           --------------------------

         The contents of the American  Biogenetic  Sciences,  Inc.  Registration
Statement  on Form  S-8,  File No.  333-  09473  filed  with the  Commission  on
August 2, 1996 are hereby  incorporated  by reference  with the  exception of
Exhibits 5.01, 23.01, 23.02 and 99.01, which are provided herewith.

                                      II-1
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 Town of Copiague, State of New York, on the 16th day of July,
1998.

                                  AMERICAN BIOGENETIC SCIENCES, INC.

                                  By: /s/ Alfred J. Roach
                                      ------------------------------------------
                                      Alfred J. Roach, Chairman of the Board

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints each of Alfred J. Roach, Josef C. Schoell
and  Timothy  J.  Roach  and each of them  with  power of  substitution,  as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement  (including  post-effective  amendments)  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-facts or their substitutes may 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 below by the  following  persons in the
capacities indicated on the 16th day of July, 1998.
Signature                                      Title
      ---------                                      -----
/s/ Alfred J. Roach
------------------------------
Alfred J. Roach                               Chairman of the Board (Chief Executive Officer)

/s/ Josef C. Schoell                          Vice President, Finance (Principal Financial and Accounting
------------------------------
Josef C. Schoell                              Officer)

/s/ Gustav Victor Rudolph Born
------------------------------
Gustav Victor Rudolph Born                    Director

/s/ Ellena M. Byrne
------------------------------
Ellena M. Byrne                               Director

/s/ Joseph C. Hogan
------------------------------
Joseph C. Hogan                               Director

/s/ Stephen H. Ip
------------------------------
Stephen H. Ip                                 Director

/s/ Timothy J. Roach
------------------------------
Timothy J. Roach                              Director

/s/ William G. Sharwell
------------------------------
William G. Sharwell                           Director
II-2
EXHIBIT INDEX

Exhibit
Number
-------

 5.01             Opinion and consent of Leonard W. Suroff, Esq. as to the 
                  legality of the Class A Common Stock being offered.

23.01             Consent of Arthur Andersen LLP

23.02             Consent of Leonard W. Suroff, Esq. (contained in Exhibit
                  5.01).

99.01             American Biogenetic Sciences, Inc. 1996 Stock Option Plan, as
                  amended.

                                      II-3