<PAGE>

     As filed with the Securities and Exchange Commission on April 11, 2000
                                                   Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

        DELAWARE                                         99-3296648
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               1710 GILBRETH ROAD
                                    SUITE 301
                              BURLINGAME, CA 94010
                                 (650) 409-2020
                    (Address of principal executive offices)

                           1999 Equity Incentive Plan
                           2000 Equity Incentive Plan
                 2000 Non-Employee Directors' Stock Option Plan
                        2000 Employee Stock Purchase Plan
                              ---------------------
                              (Full title of plans)

                             W. SCOTT HARKONEN, M.D.
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                               1710 GILBRETH ROAD
                                    SUITE 301
                              BURLINGAME, CA 94010
                                 (650) 409-2020
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:

                             ALAN C. MENDELSON, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                            PALO ALTO, CA 94306-2155
                                 (650) 843-5000

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================================
TITLE OF SECURITIES                  AMOUNT TO BE    PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE       AMOUNT OF
TO BE REGISTERED                      REGISTERED        PRICE PER SHARE (1)          OFFERING PRICE (1)        REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>                         <C>                          <C>
Stock Options and Common Stock
(par value $.001)                  3,233,834 shares      $3.43 to $14.8750               $38,331,151             $10,119.42
================================================================================================================================
</TABLE>

(1)    Estimated solely for the purpose of calculating the amount of the
       registration fee pursuant to Rule 457(h) under the Securities Act of
       1933, as amended. The offering price per share and aggregate offering
       price are based upon (a) the weighted average exercise price for shares
       subject to outstanding options granted pursuant to registrant's 1999
       Equity Incentive Plan and (b) the average of the bid and asked price as
       of a specified date within 5 business days prior to the date of filing
       the registration statement.

(2)    This Registration Statement shall cover any additional shares of
       Common Stock which become issuable under the 1999 Equity Incentive
       Plan, 2000 Equity Incentive Plan, 2000 Non-Employee Directors' Stock
       Option Plan and 2000 Employee Stock Purchase Plan set forth herein by
       reason of any stock dividend, stock split, recapitalization or any
       other similar transaction without receipt of consideration which
       results in an increase in the number of shares of the Registrant's
       outstanding Common Stock.



<PAGE>

The chart below details the calculation of the registration fee:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                          OFFERING PRICE PER    AGGREGATE OFFERING
              SECURITIES                      NUMBER OF SHARES                  SHARE                  PRICE
----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                         <C>                   <C>
Shares issuable pursuant to
outstanding options under the 1999
Equity Incentive Plan                              853,834                    $3.43 (1)(a)         $2,928,651
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 2000
Equity Incentive Plan                            2,000,000                 $14.8750 (1)(b)         $29,750,000
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options granted under the
2000 Non-Employee Directors' Stock
Option Plan                                            N/A                      N/A                    N/A
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 2000
Non-Employee Directors' Stock Option
Plan                                               180,000                 $14.8750 (1)(b)         $2,677,500
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options granted under the
2000 Employee Stock Purchase Plan                      N/A                      N/A                    N/A
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 2000
Employee Stock Purchase Plan                       200,000                 $14.8750 (1)(b)         $2,975,000
----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate Offering
Price                                                                                              $38,331,151
----------------------------------------------------------------------------------------------------------------------
Registration Fee                                                                                   $10,119.42
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Approximate date of commencement of proposed sale to the public: as soon as
practical after this registration statement becomes effective.


                                       1.

<PAGE>

                                     PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference into this registration
statement:

         (a)   Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on March 24, 2000
(file No. 333-96029).

         (b)   The description of the registrant's Common Stock which is
contained in the Registration Statement on Form 8-A filed on March 6, 2000,
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.

         All reports and other 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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Common Stock offered hereby will be
passed upon for the registrant by Cooley Godward LLP, Palo Alto, California.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law, the
registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended. Registrant's Bylaws require it to indemnify
its directors and executive officers, and permit registrant to indemnify its
other officers, employees and other agents, to the extent permitted by Delaware
law. The Bylaws also require the registrant to advance litigation expenses in
the case of stockholder derivative actions or other actions, against an
undertaking by the indemnified party to repay such advances if it is ultimately
determined that the indemnified party is not entitled to indemnification.

         Registrant has entered into indemnity agreements with each of its
directors and certain officers which provide indemnification under certain
circumstances for acts and omissions which may not be covered by any directors'
and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.


                                       2.
<PAGE>

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S>       <C>
4.1*      Amended and Restated Certificate of Incorporation of the registrant.

4.2*      Bylaws of the Company

4.3*      Form of Common Stock Certificate

5.1       Opinion of Cooley Godward LLP

23.1      Consent of Ernst & Young LLP, Independent Auditors

23.2      Consent of Cooley Godward LLP  (Included in Exhibit 5.1)

24.1      Power of Attorney (See signature page)

99.1*     1999 Equity Incentive Plan and related documents

99.2*     2000 Equity Incentive Plan and Form of Stock Option Grant Notice and Agreement

99.3*     2000 Non-Employee Directors' Stock Option Plan and Form of Nonstatutory Stock Option

99.4*     2000 Employee Stock Purchase Plan and Offering Documents
</TABLE>

-------------
* Incorporated by reference from the registrant's Registration Statement on Form
S-1, as amended (file No. 333-96029), initially filed with the Securities and
Exchange Commission on February 2, 2000.

ITEM 9.  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (a)      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 amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(i) and (a)(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 by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.


                                       3.

<PAGE>

         (b)      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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      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 (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to 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 herein, 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 Securities and
         Exchange 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, 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 Burlingame, State of California, on April 10, 2000.

                                       INTERMUNE PHARMACEUTICALS, INC.

                                       By:  /s/ Timothy P. Lynch
                                           -------------------------------------
                                            Timothy P. Lynch
                                            Chief Financial Officer and Vice
                                            President of Business Development


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints W. Scott Harkonen and Timothy P. Lynch,
and each of them, his true and lawful attorney-in-fact, each with the power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act, 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>
                                       Chief Executive Officer,               April 10, 2000
     /s/ W. Scott Harkonen             President and Director
----------------------------------     (Principal Executive Officer)
     W. Scott Harkonen


     /s/ Timothy P. Lynch              Vice President and Chief Financial     April 10, 2000
----------------------------------     Officer (Principal Financial and
     Timothy P. Lynch                  Accounting Officer)

     /s/ James I Healy                 Director                               April 10, 2000
----------------------------------
     James I. Healy

     /s/ Edgar Engleman                Director                               April 10, 2000
----------------------------------
     Edgar Engleman

     /s/ John L. Higgins               Director                               April 10, 2000
----------------------------------
     John L. Higgins

     /s/ Jonathan S. Leff              Director                               April 10, 2000
----------------------------------
     Jonathan S. Leff



                                       5.

<PAGE>


     /s/ Nicholas J. Simon             Director                               April 10, 2000
----------------------------------
     Nicholas J. Simon

     /s/ Wayne Hockmeyer               Director                               April 10, 2000
----------------------------------
     Wayne Hockmeyer
</TABLE>


                                       6.

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER      DESCRIPTION
<S>         <C>
4.1*        Amended and Restated Certificate of Incorporation of the registrant.

4.2*        Bylaws of the Company

4.3*        Form of Common Stock Certificate

5.1         Opinion of Cooley Godward LLP

23.1        Consent of Ernst & Young LLP, Independent Auditors

23.2        Consent of Cooley Godward LLP  (Included in Exhibit 5.1)

24.1        Power of Attorney (See signature page)

99.1*       1999 Equity Incentive Plan and related documents

99.2*       2000 Equity Incentive Plan and Form of Stock Option Grant Notice and Agreement

99.3*       2000 Non-Employee Directors' Stock Option Plan and Form of Nonstatutory Stock Option

99.4*       2000 Employee Stock Purchase Plan and Offering Documents
</TABLE>

-------------
* Incorporated by reference from the registrant's Registration Statement on Form
S-1, as amended (file No. 333-96029), initially filed with the Securities and
Exchange Commission on February 2, 2000.


                                       7.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20608}]
{"company-data": {"conformed-name": "INTERMUNE PHARMACEUTICALS INC", "cik": "0001087432", "assigned-sic": "2834", "irs-number": "943296648", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34510", "film-number": "598413"}, "business-address": {"street1": "3294 WEST BAYSHORE RD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "6504938333"}, "mail-address": {"street1": "3924 WEST BAYSHORE BLVD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
As filed with the Securities and Exchange Commission on April 11, 2000
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

        DELAWARE                                         99-3296648
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               1710 GILBRETH ROAD
                                    SUITE 301
                              BURLINGAME, CA 94010
                                 (650) 409-2020
                    (Address of principal executive offices)

                           1999 Equity Incentive Plan
                           2000 Equity Incentive Plan
                 2000 Non-Employee Directors' Stock Option Plan
                        2000 Employee Stock Purchase Plan
                              ---------------------
                              (Full title of plans)

                             W. SCOTT HARKONEN, M.D.
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                               1710 GILBRETH ROAD
                                    SUITE 301
                              BURLINGAME, CA 94010
                                 (650) 409-2020
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:

                             ALAN C. MENDELSON, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                            PALO ALTO, CA 94306-2155
                                 (650) 843-5000

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

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
TITLE OF SECURITIES                  AMOUNT TO BE    PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE       AMOUNT OF
TO BE REGISTERED                      REGISTERED        PRICE PER SHARE (1)          OFFERING PRICE (1)        REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common Stock
(par value $.001)                  3,233,834 shares      $3.43 to $14.8750               $38,331,151             $10,119.42
================================================================================================================================
(1)    Estimated solely for the purpose of calculating the amount of the
       registration fee pursuant to Rule 457(h) under the Securities Act of
       1933, as amended. The offering price per share and aggregate offering
       price are based upon (a) the weighted average exercise price for shares
       subject to outstanding options granted pursuant to registrant's 1999
       Equity Incentive Plan and (b) the average of the bid and asked price as
       of a specified date within 5 business days prior to the date of filing
       the registration statement.

(2)    This Registration Statement shall cover any additional shares of
       Common Stock which become issuable under the 1999 Equity Incentive
       Plan, 2000 Equity Incentive Plan, 2000 Non-Employee Directors' Stock
       Option Plan and 2000 Employee Stock Purchase Plan set forth herein by
       reason of any stock dividend, stock split, recapitalization or any
       other similar transaction without receipt of consideration which
       results in an increase in the number of shares of the Registrant's
       outstanding Common Stock.
The chart below details the calculation of the registration fee:
----------------------------------------------------------------------------------------------------------------------
                                                                          OFFERING PRICE PER    AGGREGATE OFFERING
              SECURITIES                      NUMBER OF SHARES                  SHARE                  PRICE
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options under the 1999
Equity Incentive Plan                              853,834                    $3.43 (1)(a)         $2,928,651
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 2000
Equity Incentive Plan                            2,000,000                 $14.8750 (1)(b)         $29,750,000
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options granted under the
2000 Non-Employee Directors' Stock
Option Plan                                            N/A                      N/A                    N/A
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 2000
Non-Employee Directors' Stock Option
Plan                                               180,000                 $14.8750 (1)(b)         $2,677,500
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options granted under the
2000 Employee Stock Purchase Plan                      N/A                      N/A                    N/A
----------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to the 2000
Employee Stock Purchase Plan                       200,000                 $14.8750 (1)(b)         $2,975,000
----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate Offering
Price                                                                                              $38,331,151
----------------------------------------------------------------------------------------------------------------------
Registration Fee                                                                                   $10,119.42
----------------------------------------------------------------------------------------------------------------------
Approximate date of commencement of proposed sale to the public: as soon as
practical after this registration statement becomes effective.

                                       1.
PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference into this registration
statement:

         (a)   Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on March 24, 2000
(file No. 333-96029).

         (b)   The description of the registrant's Common Stock which is
contained in the Registration Statement on Form 8-A filed on March 6, 2000,
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.

         All reports and other 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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Common Stock offered hereby will be
passed upon for the registrant by Cooley Godward LLP, Palo Alto, California.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law, the
registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended. Registrant's Bylaws require it to indemnify
its directors and executive officers, and permit registrant to indemnify its
other officers, employees and other agents, to the extent permitted by Delaware
law. The Bylaws also require the registrant to advance litigation expenses in
the case of stockholder derivative actions or other actions, against an
undertaking by the indemnified party to repay such advances if it is ultimately
determined that the indemnified party is not entitled to indemnification.

         Registrant has entered into indemnity agreements with each of its
directors and certain officers which provide indemnification under certain
circumstances for acts and omissions which may not be covered by any directors'
and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

                                       2.
ITEM 8.  EXHIBITS
EXHIBIT
NUMBER
4.1*      Amended and Restated Certificate of Incorporation of the registrant.

4.2*      Bylaws of the Company

4.3*      Form of Common Stock Certificate

5.1       Opinion of Cooley Godward LLP

23.1      Consent of Ernst & Young LLP, Independent Auditors

23.2      Consent of Cooley Godward LLP  (Included in Exhibit 5.1)

24.1      Power of Attorney (See signature page)

99.1*     1999 Equity Incentive Plan and related documents

99.2*     2000 Equity Incentive Plan and Form of Stock Option Grant Notice and Agreement

99.3*     2000 Non-Employee Directors' Stock Option Plan and Form of Nonstatutory Stock Option

99.4*     2000 Employee Stock Purchase Plan and Offering Documents
-------------
* Incorporated by reference from the registrant's Registration Statement on Form
S-1, as amended (file No. 333-96029), initially filed with the Securities and
Exchange Commission on February 2, 2000.

ITEM 9.  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (a)      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 amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(i) and (a)(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 by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

                                       3.
(b)      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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      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 (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to 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 herein, 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 Securities and
         Exchange 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, 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 Burlingame, State of California, on April 10, 2000.

                                       INTERMUNE PHARMACEUTICALS, INC.

                                       By:  /s/ Timothy P. Lynch
                                           -------------------------------------
                                            Timothy P. Lynch
                                            Chief Financial Officer and Vice
                                            President of Business Development

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints W. Scott Harkonen and Timothy P. Lynch,
and each of them, his true and lawful attorney-in-fact, each with the power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                              TITLE                                  DATE
Chief Executive Officer,               April 10, 2000
     /s/ W. Scott Harkonen             President and Director
----------------------------------     (Principal Executive Officer)
     W. Scott Harkonen

     /s/ Timothy P. Lynch              Vice President and Chief Financial     April 10, 2000
----------------------------------     Officer (Principal Financial and
     Timothy P. Lynch                  Accounting Officer)

     /s/ James I Healy                 Director                               April 10, 2000
----------------------------------
     James I. Healy

     /s/ Edgar Engleman                Director                               April 10, 2000
----------------------------------
     Edgar Engleman

     /s/ John L. Higgins               Director                               April 10, 2000
----------------------------------
     John L. Higgins

     /s/ Jonathan S. Leff              Director                               April 10, 2000
----------------------------------
     Jonathan S. Leff

                                       5.
/s/ Nicholas J. Simon             Director                               April 10, 2000
----------------------------------
     Nicholas J. Simon

     /s/ Wayne Hockmeyer               Director                               April 10, 2000
----------------------------------
     Wayne Hockmeyer
6.
EXHIBIT INDEX
EXHIBIT
NUMBER      DESCRIPTION
4.1*        Amended and Restated Certificate of Incorporation of the registrant.

4.2*        Bylaws of the Company

4.3*        Form of Common Stock Certificate

5.1         Opinion of Cooley Godward LLP

23.1        Consent of Ernst & Young LLP, Independent Auditors

23.2        Consent of Cooley Godward LLP  (Included in Exhibit 5.1)

24.1        Power of Attorney (See signature page)

99.1*       1999 Equity Incentive Plan and related documents

99.2*       2000 Equity Incentive Plan and Form of Stock Option Grant Notice and Agreement

99.3*       2000 Non-Employee Directors' Stock Option Plan and Form of Nonstatutory Stock Option

99.4*       2000 Employee Stock Purchase Plan and Offering Documents
-------------
* Incorporated by reference from the registrant's Registration Statement on Form
S-1, as amended (file No. 333-96029), initially filed with the Securities and
Exchange Commission on February 2, 2000.

                                       7.