<PAGE>
        As filed with the Securities and Exchange Commission on February 5, 2002
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                            SYMYX TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
<CAPTION>
<S>                                    <C>                                               <C>
           DELAWARE                                   8731                                     77-0397908
(STATE OR OTHER JURISDICTION OF                 (PRIMARY STANDARD                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)         INDUSTRIAL CLASSIFICATION CODE NUMBER)             IDENTIFICATION NUMBER)
</TABLE>


                             3100 CENTRAL EXPRESSWAY
                              SANTA CLARA, CA 95051
                                 (408) 764-2000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                       2001 NONSTATUTORY STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                STEVEN D. GOLDBY
                             CHIEF EXECUTIVE OFFICER
                            SYMYX TECHNOLOGIES, INC.
                             3100 CENTRAL EXPRESSWAY
                              SANTA CLARA, CA 95051
                                 (408) 764-2000

           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
         INCLUDING AREA CODE AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    Copy to:
                          CHRISTOPHER D. MITCHELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                PROPOSED            PROPOSED
                                                               AMOUNT           MAXIMUM             MAXIMUM            AMOUNT OF
                                                               TO BE            OFFERING           AGGREGATE          REGISTRATION
              TITLE OF SECURITIES TO BE REGISTERED           REGISTERED      PRICE PER SHARE     OFFERING PRICE            FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>                 <C>                  <C>
2001 Nonstatutory Stock Option Plan Common Stock,
$0.001 par value (options available for future grant)(1)   1,000,000 shares       $20.90          $20,900,000.00        $1,922.80
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)     The Proposed Maximum Offering Price Per Share has been estimated in
        accordance with Rule 457(c) under the Securities Act of 1933 as to the
        1,000,000 shares of Common Stock authorized for issuance pursuant to the
        2001 Nonstatutory Stock Option Plan, solely for the purpose of
        calculating the registration fee. No options have been granted with
        respect to such shares. The computation is based upon the average of the
        high and low price of the Common Stock as reported on the Nasdaq
        National Market on January 30, 2002 because the price at which the
        options to be granted in the future may be exercised is not currently
        determinable.



<PAGE>

                            SYMYX TECHNOLOGIES, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 2000, as filed pursuant to Section 13(a) of
                the Securities Exchange Act of 1934, as amended (the "Exchange
                Act") on March 23, 2001.

        (b)     Proxy Statement filed as of April 25, 2001 in connection with
                the Annual Meeting of Stockholders held on May 30, 2001.

        (c)     The Registrant's Quarterly Report on Form 10-Q for the quarterly
                period ended March 31, 2001, as filed pursuant to Section 13 (a)
                of the Exchange Act on May 9, 2001.

        (d)     The Registrant's Quarterly Report on Form 10-Q for the quarterly
                period ended June 30, 2001, as filed pursuant to Section 13 (a)
                of the Exchange Act on August 10, 2001.

        (e)     The Registrant's Quarterly Report on Form 10-Q for the quarterly
                period ended September 30, 2001, as filed pursuant to Section 13
                (a) of the Exchange Act on November 7, 2001.

        (f)     All documents filed by the Company pursuant to Sections 13(a),
                13(c), 14 and 15(d) of the Exchange Act on or after the date of
                this Registration Statement and 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
                in this Registration Statement and to be part hereof from the
                date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Mario M. Rosati, a member of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, is a Director and Secretary of the Registrant. Wilson
Sonsini Goodrich & Rosati, Professional Corporation, is corporate counsel to the
Registrant.

Item 6. Indemnification of Directors and Officers.



                                      II-1
<PAGE>

        The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

        The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Index below).

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 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.

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

                (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 offering.

        B. 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



                                      II-2
<PAGE>

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
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
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.



                                      II-3
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Symyx Technologies, Inc., 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 Santa Clara, State
of California, on February 5, 2002.


                                        SYMYX TECHNOLOGIES, INC.

                                        By: /s/ Steven D. Goldby
                                           -------------------------------------
                                            Steven D. Goldby
                                            Chief Executive Officer



                                      II-4
<PAGE>

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven D. Goldby and Jeryl L. Hilleman,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, 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 each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

        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/ Steven D. Goldby               Chief Executive Officer and Chairman of       February 5, 2002
---------------------------------  the Board (Principal Executive Officer)
        Steven D. Goldby

/s/ Jeryl L. Hilleman              Senior Vice President and Chief Financial     February 5, 2002
---------------------------------  Officer (Principal Financial and
        Jeryl L. Hilleman          Accounting Officer)

/s/ Thomas R. Baruch               Director                                      February 5, 2002
---------------------------------
        Thomas R. Baruch

/s/ Samuel D. Colella              Director                                      February 5, 2002
---------------------------------
        Samuel D. Colella

/s/ Martin Gerstel                 Director                                      February 5, 2002
---------------------------------
         Martin Gerstel

/s/ Francois L'Eplattenier         Director                                      February 5, 2002
---------------------------------
     Francois L'Eplattenier

                                   Director
---------------------------------
      Kenneth J. Nussbacher

/s/ Mario M. Rosati                Director                                      February 5, 2002
---------------------------------
         Mario M. Rosati

/s/ Peter G. Schultz               Director                                      February 5, 2002
---------------------------------
        Peter G. Schultz
</TABLE>



                                      II-5
<PAGE>

                            SYMYX TECHNOLOGIES, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
   EXHIBIT NO.                      DESCRIPTION
<S>             <C>
        4.1     2001 Nonstatutory Stock Option Plan

        5.1     Opinion of counsel as to legality of securities being
                registered.

        23.1    Consent of Ernst & Young LLP, Independent Auditors.

        23.2    Consent of counsel (contained in Exhibit 5.1).

        24.1    Power of Attorney (see page II-5).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f78818ors-8.txt", "description": "SYMYX TECHNOLOGIES FOR S-8", "secsgml_size_bytes": 16398}]
{"company-data": {"conformed-name": "SYMYX TECHNOLOGIES INC", "cik": "0001095330", "assigned-sic": "8731", "irs-number": "770397908", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82166", "film-number": "02527156"}, "business-address": {"street1": "3100 CENTRAL EXPRESS WAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051", "phone": "4087642000"}}
As filed with the Securities and Exchange Commission on February 5, 2002
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                            SYMYX TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                   8731                                     77-0397908
(STATE OR OTHER JURISDICTION OF                 (PRIMARY STANDARD                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)         INDUSTRIAL CLASSIFICATION CODE NUMBER)             IDENTIFICATION NUMBER)
3100 CENTRAL EXPRESSWAY
                              SANTA CLARA, CA 95051
                                 (408) 764-2000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                       2001 NONSTATUTORY STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                STEVEN D. GOLDBY
                             CHIEF EXECUTIVE OFFICER
                            SYMYX TECHNOLOGIES, INC.
                             3100 CENTRAL EXPRESSWAY
                              SANTA CLARA, CA 95051
                                 (408) 764-2000

           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
         INCLUDING AREA CODE AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    Copy to:
                          CHRISTOPHER D. MITCHELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                                PROPOSED            PROPOSED
                                                               AMOUNT           MAXIMUM             MAXIMUM            AMOUNT OF
                                                               TO BE            OFFERING           AGGREGATE          REGISTRATION
              TITLE OF SECURITIES TO BE REGISTERED           REGISTERED      PRICE PER SHARE     OFFERING PRICE            FEE
------------------------------------------------------------------------------------------------------------------------------------
2001 Nonstatutory Stock Option Plan Common Stock,
$0.001 par value (options available for future grant)(1)   1,000,000 shares       $20.90          $20,900,000.00        $1,922.80
------------------------------------------------------------------------------------------------------------------------------------
(1)     The Proposed Maximum Offering Price Per Share has been estimated in
        accordance with Rule 457(c) under the Securities Act of 1933 as to the
        1,000,000 shares of Common Stock authorized for issuance pursuant to the
        2001 Nonstatutory Stock Option Plan, solely for the purpose of
        calculating the registration fee. No options have been granted with
        respect to such shares. The computation is based upon the average of the
        high and low price of the Common Stock as reported on the Nasdaq
        National Market on January 30, 2002 because the price at which the
        options to be granted in the future may be exercised is not currently
        determinable.
SYMYX TECHNOLOGIES, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 2000, as filed pursuant to Section 13(a) of
                the Securities Exchange Act of 1934, as amended (the "Exchange
                Act") on March 23, 2001.

        (b)     Proxy Statement filed as of April 25, 2001 in connection with
                the Annual Meeting of Stockholders held on May 30, 2001.

        (c)     The Registrant's Quarterly Report on Form 10-Q for the quarterly
                period ended March 31, 2001, as filed pursuant to Section 13 (a)
                of the Exchange Act on May 9, 2001.

        (d)     The Registrant's Quarterly Report on Form 10-Q for the quarterly
                period ended June 30, 2001, as filed pursuant to Section 13 (a)
                of the Exchange Act on August 10, 2001.

        (e)     The Registrant's Quarterly Report on Form 10-Q for the quarterly
                period ended September 30, 2001, as filed pursuant to Section 13
                (a) of the Exchange Act on November 7, 2001.

        (f)     All documents filed by the Company pursuant to Sections 13(a),
                13(c), 14 and 15(d) of the Exchange Act on or after the date of
                this Registration Statement and 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
                in this Registration Statement and to be part hereof from the
                date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Mario M. Rosati, a member of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, is a Director and Secretary of the Registrant. Wilson
Sonsini Goodrich & Rosati, Professional Corporation, is corporate counsel to the
Registrant.

Item 6. Indemnification of Directors and Officers.

                                      II-1
The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

        The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Index below).

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 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.

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

                (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 offering.

        B. 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

                                      II-2
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
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
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.

                                      II-3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Symyx Technologies, Inc., 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 Santa Clara, State
of California, on February 5, 2002.

                                        SYMYX TECHNOLOGIES, INC.

                                        By: /s/ Steven D. Goldby
                                           -------------------------------------
                                            Steven D. Goldby
                                            Chief Executive Officer

                                      II-4
POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven D. Goldby and Jeryl L. Hilleman,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, 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 each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

        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/ Steven D. Goldby               Chief Executive Officer and Chairman of       February 5, 2002
---------------------------------  the Board (Principal Executive Officer)
        Steven D. Goldby

/s/ Jeryl L. Hilleman              Senior Vice President and Chief Financial     February 5, 2002
---------------------------------  Officer (Principal Financial and
        Jeryl L. Hilleman          Accounting Officer)

/s/ Thomas R. Baruch               Director                                      February 5, 2002
---------------------------------
        Thomas R. Baruch

/s/ Samuel D. Colella              Director                                      February 5, 2002
---------------------------------
        Samuel D. Colella

/s/ Martin Gerstel                 Director                                      February 5, 2002
---------------------------------
         Martin Gerstel

/s/ Francois L'Eplattenier         Director                                      February 5, 2002
---------------------------------
     Francois L'Eplattenier

                                   Director
---------------------------------
      Kenneth J. Nussbacher

/s/ Mario M. Rosati                Director                                      February 5, 2002
---------------------------------
         Mario M. Rosati

/s/ Peter G. Schultz               Director                                      February 5, 2002
---------------------------------
        Peter G. Schultz
II-5
SYMYX TECHNOLOGIES, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
EXHIBIT NO.                      DESCRIPTION
4.1     2001 Nonstatutory Stock Option Plan

        5.1     Opinion of counsel as to legality of securities being
                registered.

        23.1    Consent of Ernst & Young LLP, Independent Auditors.

        23.2    Consent of counsel (contained in Exhibit 5.1).

        24.1    Power of Attorney (see page II-5).