<PAGE>

    As filed with the Securities and Exchange Commission on October 23, 2001
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           INSITE VISION INCORPORATED
             (Exact name of registrant as specified in its charter)

              DELAWARE                                 94-3015807
    (State or other jurisdiction            (IRS Employer Identification No.)
  of incorporation or organization)

                              965 ATLANTIC AVENUE
                           ALAMEDA, CALIFORNIA 94501
              (Address of principal executive offices) (Zip Code)

                           INSITE VISION INCORPORATED
                             1994 STOCK OPTION PLAN
                          (Full title of the Plan(s))

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

                         S. KUMAR CHANDRASEKARAN, PH.D.
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                           INSITE VISION INCORPORATED
                              965 ATLANTIC AVENUE
                           ALAMEDA, CALIFORNIA 94501
                    (Name and address of agent for service)
                                 (510) 865-8800
         (Telephone Number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
                                                            Proposed Maximum      Proposed Maximum
                                          Amount to be       Offering Price      Aggregate Offering          Amount of
Title of Securities to be Registered      Registered(1)       per Share(2)             Price(2)           Registration Fee
------------------------------------      -------------     ----------------     ------------------       ----------------
<S>                                       <C>               <C>                  <C>                      <C>
InSite Vision Incorporated
1994 Stock Option Plan
Common Stock, $0.01 par value             497,014 shares         $1.25               $621,267.5               $155.32
==========================================================================================================================
</TABLE>

(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the InSite Vision Incorporated
       1994 Stock Option Plan by reason of any stock dividend, stock split,
       recapitalization or other similar transaction effected without the
       Registrant's receipt of consideration which results in an increase in the
       number of the outstanding shares of Registrant's Common Stock.

(2)    Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low selling price per share of the Registrant's Common Stock on
       October 16, 2001, as reported by the American Stock Exchange (AMEX).


<PAGE>

              Pursuant to General Instruction E to Form S-8, this Registration
Statement on Form S-8 registers the offer and sale of an additional 497,014
shares of Common Stock of the Registrant for issuance under the InSite Vision
Incorporated 1994 Stock Option Plan. The contents of the prior Registration
Statement relating to the Plan, Filing No. 333-43504, is incorporated herein by
reference.


                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

              InSite Vision, Incorporated (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

       (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2000 filed with the Commission on March 30,
              2001;

       (b)    The Registrant's Quarterly Reports on Form 10-Q, filed with the
              Commission on May 15, 2001 and August 14, 2001 for periods ended
              March 31, 2001 and June 30, 2001, respectively;

       (c)    The Registrant's Current Report on Form 8-K, filed with the
              Commission on May 14, 2001; and

       (d)    The Registrant's Registration Statement Nos. 000-22332 and
              001-14207 on Forms 8-A filed with the Commission on August 27,
              1993 and June 8, 1998, respectively, pursuant to Section 12(b) of
              the Securities Exchange Act of 1934 (the "Exchange Act"), in which
              there is described the terms, rights and provisions applicable to
              the Registrant's outstanding Common Stock.

              All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

              Not applicable.

Item 5. Interests of Named Experts and Counsel

              Not applicable.

Item 6. Indemnification of Directors and Officers

              Section 145 of the Delaware General Corporation Law, as amended
(the "DGCL"), provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any such
person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened,


                                      II-1
<PAGE>

pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, against expenses actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

              Section 102(b)(7) of the DGCL permits a corporation to include in
its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) any acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) any unlawful payment of
dividends or any unlawful stock purchase or redemption or (iv) any transaction
from which the director derived an improper personal benefit.

              The Registrant's Certificate of Incorporation provides that the
Registrant's directors shall not be liable to the Registrant or its stockholders
for monetary damages for breach of their fiduciary duties as directors, except
to the extent that exculpation from liabilities is not permitted under the DGCL
as in effect at the time such liability is determined. The Registrant has
entered into indemnification agreements with all of its officers and directors,
as permitted by the DGCL.

Item 7. Exemption from Registration Claimed

              Not applicable.


Item 8. Exhibits

<TABLE>
<CAPTION>
 Exhibit Number      Exhibit
 --------------      -------
<S>                  <C>
       4             Instruments Defining the Rights of Stockholders. Reference
                     is made to Registrant's Registration Statement Nos.
                     000-2232 and 001-14207 on Forms 8-A, together with any
                     exhibits thereto, which are incorporated herein by
                     reference pursuant to Item 3(d) to this Registration
                     Statement.

       5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1          Consent of Ernst & Young LLP, Independent Auditors.

       23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in
                     Exhibit 5.

       24            Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.

       99.1          InSite Vision Incorporated 1994 Stock Option Plan.
</TABLE>


                                      II-2
<PAGE>

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 1933 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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 InSite Vision
Incorporated 1994 Stock Option Plan.

              B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.

              C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.


                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 City of Alameda, State of California on this
23rd day of October, 2001.


                                      II-3
<PAGE>

                                        INSITE VISION INCORPORATED



                                        By: /s/ S. Kumar Chandrasekaran
                                           -------------------------------------
                                           S. Kumar Chandrasekaran, Ph.D.
                                           Chairman of the Board, President,
                                           Chief Executive Officer and Chief
                                           Financial Officer



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

              That the undersigned officers and directors of InSite Vision
Incorporated, a Delaware corporation, do hereby constitute and appoint S. Kumar
Chandrasekaran, Ph.D., Chairman of the Board, President, Chief Executive Officer
and Chief Financial Officer, the lawful attorney-in-fact and agent with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent determines may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorney and agent shall do
or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

              IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

              Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
           SIGNATURE                                  TITLE                             DATE
           ---------                                  -----                             ----
<S>                                     <C>                                       <C>
 /s/ S. Kumar Chandrasekaran            Chairman of the Board, President,         October 23, 2001
---------------------------------       Chief Executive Officer and Chief
S. Kumar Chandrasekaran, Ph.D.          Financial Officer (Principal
                                        Executive Officer and Principal
                                        Financial and Accounting Officer)


 /s/ Mitchell H. Friedlander            Director                                  October 23, 2001
---------------------------------
Mitchell H. Friedlander, M.D.


 /s/ John L. Mattana                    Director                                  October 23, 2001
---------------------------------
John L. Mattana
</TABLE>


                                      II-4
<PAGE>

<TABLE>
<CAPTION>
           SIGNATURE                                  TITLE                             DATE
           ---------                                  -----                             ----
<S>                                     <C>                                       <C>
/s/ Anders P. Wiklund                   Director                                  October 23, 2001
---------------------------------
Anders P. Wiklund




 /s/ Jon S. Saxe, Esq.                  Director                                  October 23, 2001
---------------------------------
Jon S. Saxe, Esq.
</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
 Exhibit Number      Exhibit
 --------------      -------
<S>                  <C>
       4             Instruments Defining the Rights of Stockholders. Reference
                     is made to Registrant's Registration Statement Nos.
                     000-2232 and 001-14207 on Forms 8-A, together with any
                     exhibits thereto, which are incorporated herein by
                     reference pursuant to Item 3(d) to this Registration
                     Statement.

       5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1          Consent of Ernst & Young LLP, Independent Auditors.

       23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in
                     Exhibit 5.

       24            Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.

       99.1          InSite Vision Incorporated 1994 Stock Option Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f76374ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20389}]
{"company-data": {"conformed-name": "INSITE VISION INC", "cik": "0000802724", "assigned-sic": "2834", "irs-number": "943015807", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72098", "film-number": "1764400"}, "business-address": {"street1": "445 MARINE VIEW AVE", "street2": "SUITE 100", "city": "DEL MAR", "state": "CA", "zip": "92014", "phone": "5108658800"}, "mail-address": {"street1": "445 MARINE VIEW AVE", "street2": "SUITE 100", "city": "DEL MAR", "state": "CA", "zip": "92014"}}
As filed with the Securities and Exchange Commission on October 23, 2001
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           INSITE VISION INCORPORATED
             (Exact name of registrant as specified in its charter)

              DELAWARE                                 94-3015807
    (State or other jurisdiction            (IRS Employer Identification No.)
  of incorporation or organization)

                              965 ATLANTIC AVENUE
                           ALAMEDA, CALIFORNIA 94501
              (Address of principal executive offices) (Zip Code)

                           INSITE VISION INCORPORATED
                             1994 STOCK OPTION PLAN
                          (Full title of the Plan(s))

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

                         S. KUMAR CHANDRASEKARAN, PH.D.
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                           INSITE VISION INCORPORATED
                              965 ATLANTIC AVENUE
                           ALAMEDA, CALIFORNIA 94501
                    (Name and address of agent for service)
                                 (510) 865-8800
         (Telephone Number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                            Proposed Maximum      Proposed Maximum
                                          Amount to be       Offering Price      Aggregate Offering          Amount of
Title of Securities to be Registered      Registered(1)       per Share(2)             Price(2)           Registration Fee
------------------------------------      -------------     ----------------     ------------------       ----------------
InSite Vision Incorporated
1994 Stock Option Plan
Common Stock, $0.01 par value             497,014 shares         $1.25               $621,267.5               $155.32
==========================================================================================================================
(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the InSite Vision Incorporated
       1994 Stock Option Plan by reason of any stock dividend, stock split,
       recapitalization or other similar transaction effected without the
       Registrant's receipt of consideration which results in an increase in the
       number of the outstanding shares of Registrant's Common Stock.

(2)    Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low selling price per share of the Registrant's Common Stock on
       October 16, 2001, as reported by the American Stock Exchange (AMEX).
Pursuant to General Instruction E to Form S-8, this Registration
Statement on Form S-8 registers the offer and sale of an additional 497,014
shares of Common Stock of the Registrant for issuance under the InSite Vision
Incorporated 1994 Stock Option Plan. The contents of the prior Registration
Statement relating to the Plan, Filing No. 333-43504, is incorporated herein by
reference.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

              InSite Vision, Incorporated (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

       (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2000 filed with the Commission on March 30,
              2001;

       (b)    The Registrant's Quarterly Reports on Form 10-Q, filed with the
              Commission on May 15, 2001 and August 14, 2001 for periods ended
              March 31, 2001 and June 30, 2001, respectively;

       (c)    The Registrant's Current Report on Form 8-K, filed with the
              Commission on May 14, 2001; and

       (d)    The Registrant's Registration Statement Nos. 000-22332 and
              001-14207 on Forms 8-A filed with the Commission on August 27,
              1993 and June 8, 1998, respectively, pursuant to Section 12(b) of
              the Securities Exchange Act of 1934 (the "Exchange Act"), in which
              there is described the terms, rights and provisions applicable to
              the Registrant's outstanding Common Stock.

              All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

              Not applicable.

Item 5. Interests of Named Experts and Counsel

              Not applicable.

Item 6. Indemnification of Directors and Officers

              Section 145 of the Delaware General Corporation Law, as amended
(the "DGCL"), provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any such
person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened,

                                      II-1
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, against expenses actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

              Section 102(b)(7) of the DGCL permits a corporation to include in
its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) any acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) any unlawful payment of
dividends or any unlawful stock purchase or redemption or (iv) any transaction
from which the director derived an improper personal benefit.

              The Registrant's Certificate of Incorporation provides that the
Registrant's directors shall not be liable to the Registrant or its stockholders
for monetary damages for breach of their fiduciary duties as directors, except
to the extent that exculpation from liabilities is not permitted under the DGCL
as in effect at the time such liability is determined. The Registrant has
entered into indemnification agreements with all of its officers and directors,
as permitted by the DGCL.

Item 7. Exemption from Registration Claimed

              Not applicable.

Item 8. Exhibits
Exhibit Number      Exhibit
 --------------      -------
4             Instruments Defining the Rights of Stockholders. Reference
                     is made to Registrant's Registration Statement Nos.
                     000-2232 and 001-14207 on Forms 8-A, together with any
                     exhibits thereto, which are incorporated herein by
                     reference pursuant to Item 3(d) to this Registration
                     Statement.

       5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1          Consent of Ernst & Young LLP, Independent Auditors.

       23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in
                     Exhibit 5.

       24            Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.

       99.1          InSite Vision Incorporated 1994 Stock Option Plan.
II-2
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 1933 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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 InSite Vision
Incorporated 1994 Stock Option Plan.

              B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.

              C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 City of Alameda, State of California on this
23rd day of October, 2001.

                                      II-3
INSITE VISION INCORPORATED

                                        By: /s/ S. Kumar Chandrasekaran
                                           -------------------------------------
                                           S. Kumar Chandrasekaran, Ph.D.
                                           Chairman of the Board, President,
                                           Chief Executive Officer and Chief
                                           Financial Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

              That the undersigned officers and directors of InSite Vision
Incorporated, a Delaware corporation, do hereby constitute and appoint S. Kumar
Chandrasekaran, Ph.D., Chairman of the Board, President, Chief Executive Officer
and Chief Financial Officer, the lawful attorney-in-fact and agent with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent determines may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorney and agent shall do
or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

              IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

              Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                  TITLE                             DATE
           ---------                                  -----                             ----
/s/ S. Kumar Chandrasekaran            Chairman of the Board, President,         October 23, 2001
---------------------------------       Chief Executive Officer and Chief
S. Kumar Chandrasekaran, Ph.D.          Financial Officer (Principal
                                        Executive Officer and Principal
                                        Financial and Accounting Officer)

 /s/ Mitchell H. Friedlander            Director                                  October 23, 2001
---------------------------------
Mitchell H. Friedlander, M.D.

 /s/ John L. Mattana                    Director                                  October 23, 2001
---------------------------------
John L. Mattana
II-4
SIGNATURE                                  TITLE                             DATE
           ---------                                  -----                             ----
/s/ Anders P. Wiklund                   Director                                  October 23, 2001
---------------------------------
Anders P. Wiklund

 /s/ Jon S. Saxe, Esq.                  Director                                  October 23, 2001
---------------------------------
Jon S. Saxe, Esq.
II-5
EXHIBIT INDEX
Exhibit Number      Exhibit
 --------------      -------
4             Instruments Defining the Rights of Stockholders. Reference
                     is made to Registrant's Registration Statement Nos.
                     000-2232 and 001-14207 on Forms 8-A, together with any
                     exhibits thereto, which are incorporated herein by
                     reference pursuant to Item 3(d) to this Registration
                     Statement.

       5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1          Consent of Ernst & Young LLP, Independent Auditors.

       23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in
                     Exhibit 5.

       24            Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.

       99.1          InSite Vision Incorporated 1994 Stock Option Plan.