AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1999
                                                    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.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                                             Proposed maximum
 Title of each class of securities to be    Amount to          Proposed maximum             aggregate offering        Amount of
                registered                  be Registered(1)   offering price per Share           price            registration fee
<S>                                         <C>                           <C>                  <C>                     <C>
Class A Common Stock,
   par value $.001 per share                   219,002 shares             $1.00(2)             $219,002(2)               $57.82
                                                30,000 shares              1.00(2)               30,000(2)                 7.92
                                               100,000 shares              0.40(2)               40,000(2)                10.56
                                               830,000 shares              0.28(2)              232,400(2)                61.35
                                               100,000 shares              0.308(2)              30,800(2)                 8.13
                                               720,998 shares              0.446(3)             321,565(3)                84.90
                                             ----------------                                   ---------                ------
              TOTAL                          2,000,000 shares                                  $873,767                 $230.68
====================================================================================================================================
</TABLE>
(1)  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.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule 457(h)(1), the price at which such options may
     be exercised.
(3)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rules 457(h)(1) and 457(c), 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 December 16, 1999.

<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The contents of the American  Biogenetic  Sciences,  Inc.  Registration
Statements  on Form S-8,  File  Nos.  333-09473  and  333-59351  filed  with the
Commission  on  August  2,  1996 and July 17,  1998,  respectively,  are  hereby
incorporated by reference with the exception of Exhibits 5.01, 23.01,  23.02 and
99.01 thereto,  in lieu of which  Exhibits 5.1,  23.1,  23.2 and 99.1 are filed
herewith.

                                      II-2
<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 17th day of
December, 1999.


                                     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 17th day of December, 1999.

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

/s/ John S. North
-------------------------------
     John S. North                  President (Chief Executive Officer)

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


-------------------------------
    Gustav Victor Rudolph Born      Director

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

/s/ Glenna M. Crooks
-------------------------------
    Glenna M. Crooks                Director

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

/s/ Alfred J. Roach
-------------------------------
    Alfred J. Roach                 Director

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

/s/ William G. Sharwell
-------------------------------
    William G. Sharwell             Director

                                      II-3
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number
-------

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

23.1      Consent of Arthur Andersen LLP

23.2      Consent of Leonard W. Suroff, Esq. (contained in Exhibit 5.1).

99.1      American Biogenetic Sciences, Inc. 1996 Stock Option Plan, as amended.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF AMERICAN BIOGENETIC SCIENCES, INC.", "secsgml_size_bytes": 8474}]
{"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": "333-93071", "film-number": "99777326"}, "business-address": {"street1": "1375 AKRON STREET", "street2": "P O BOX 1001", "city": "COPIAGUE", "state": "NY", "zip": "11726", "phone": "5167892600"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1999
                                                    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 maximum
 Title of each class of securities to be    Amount to          Proposed maximum             aggregate offering        Amount of
                registered                  be Registered(1)   offering price per Share           price            registration fee
Class A Common Stock,
   par value $.001 per share                   219,002 shares             $1.00(2)             $219,002(2)               $57.82
                                                30,000 shares              1.00(2)               30,000(2)                 7.92
                                               100,000 shares              0.40(2)               40,000(2)                10.56
                                               830,000 shares              0.28(2)              232,400(2)                61.35
                                               100,000 shares              0.308(2)              30,800(2)                 8.13
                                               720,998 shares              0.446(3)             321,565(3)                84.90
                                             ----------------                                   ---------                ------
              TOTAL                          2,000,000 shares                                  $873,767                 $230.68
====================================================================================================================================
(1)  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.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule 457(h)(1), the price at which such options may
     be exercised.
(3)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rules 457(h)(1) and 457(c), 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 December 16, 1999.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The contents of the American  Biogenetic  Sciences,  Inc.  Registration
Statements  on Form S-8,  File  Nos.  333-09473  and  333-59351  filed  with the
Commission  on  August  2,  1996 and July 17,  1998,  respectively,  are  hereby
incorporated by reference with the exception of Exhibits 5.01, 23.01,  23.02 and
99.01 thereto,  in lieu of which  Exhibits 5.1,  23.1,  23.2 and 99.1 are filed
herewith.

                                      II-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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Town of  Copiague,  State of New  York,  on the 17th day of
December, 1999.

                                     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 17th day of December, 1999.

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

/s/ John S. North
-------------------------------
     John S. North                  President (Chief Executive Officer)

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

-------------------------------
    Gustav Victor Rudolph Born      Director

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

/s/ Glenna M. Crooks
-------------------------------
    Glenna M. Crooks                Director

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

/s/ Alfred J. Roach
-------------------------------
    Alfred J. Roach                 Director

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

/s/ William G. Sharwell
-------------------------------
    William G. Sharwell             Director

                                      II-3
EXHIBIT INDEX
                                  -------------

Exhibit
Number
-------

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

23.1      Consent of Arthur Andersen LLP

23.2      Consent of Leonard W. Suroff, Esq. (contained in Exhibit 5.1).

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