As filed with the Securities and Exchange Commission on September 18, 1998

                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            PATHOGENESIS CORPORATION
                                       AND
               PATHOGENESIS CORPORATION 401(K) PROFIT SHARING PLAN
                               (as Co-Registrants)
               (Exact name of Company as specified in its charter)

                DELAWARE                                 91-1542150
     (State or other jurisdiction of     (I.R.S. Employer Identification Number)
     incorporation or organization)

                             201 ELLIOTT AVENUE WEST
                            SEATTLE, WASHINGTON 98119
               (Address of Company's Principal Executive Offices)
                                 ---------------

               PATHOGENESIS CORPORATION 401(K) PROFIT SHARING PLAN
                            (Full Title of the Plan)


           CAMERON S. AVERY                          COPIES TO:
            GENERAL COUNSEL                         WOON-WAH SIU
       PATHOGENESIS CORPORATION                  BELL, BOYD & LLOYD
   5215 OLD ORCHARD ROAD, SUITE 900    THREE FIRST NATIONAL PLAZA, SUITE 3300
        SKOKIE, ILLINOIS 60077                 CHICAGO, ILLINOIS 60602
            (847) 583-8050                         (312) 372-1121

                      (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)
                                 ---------------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------
                                                                   PROPOSED         PROPOSED
                                               AMOUNT               MAXIMUM          MAXIMUM       AMOUNT OF
       TITLE OF EACH CLASS OF                  TO BE            OFFERING PRICE     AGGREGATE     REGISTRATION
     SECURITIES TO BE REGISTERED             REGISTERED            PER UNIT      OFFERING PRICE       FEE
---------------------------------------------------------------------------------------------------------------
<S>                                        <C>                    <C>            <C>              <C> 
Common Stock, par value $.001 per share    30,000 Shares(1)       $28.1875(2)    $845,625(2)      $250.00(2)
---------------------------------------------------------------------------------------------------------------

Interests in the Plan                          (3)

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

<FN>
(1)  Estimated maximum aggregate number of shares of Common Stock of
     PathoGenesis Corporation purchasable with participant contributions under
     the PathoGenesis Corporation 401(k) Profit Sharing Plan (the "Plan") in the
     next 36 months. Also includes the associated Preferred Stock Purchase
     Rights evidenced by certificates of shares of Common Stock that
     automatically trade with such Common Stock.

(2)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     (the "Securities Act") solely for purposes of calculating the registration
     fee and based upon the average of the high and low sale prices of the
     Common Stock on the Nasdaq National Market on September 11, 1998, as
     reported in The Wall Street Journal (Midwest Edition).

(3)  Pursuant to Rule 416(c) under the Securities Act, this registration
     statement covers an indeterminate amount of interests to be offered or sold
     pursuant to the PathoGenesis Corporation 401(k) Profit Sharing Plan
     described herein.
</FN>
</TABLE>
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not required to be included herewith.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be included herewith.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         This registration statement on Form S-8 relates to the registration of
an indeterminate number of interests in the PathoGenesis Corporation 401(k)
Profit Sharing Plan (the "Plan") pursuant to which participants in the Plan may
have the Plan purchase, in the open market, shares of common stock, par value
$.001 per share (the "Common Stock"), of PathoGenesis Corporation (the
"Company").

         The following documents previously filed by the Company with the
Securities and Exchange Commission are incorporated herein by reference:

                  (a) The Company's annual report on Form 10-K for the fiscal 
         year ended December 31, 1997 (File No. 0-27150).

                  (b) The Company's quarterly reports on Form 10-Q for the
         quarters ended March 31, 1998, as amended by Amendment No. 1 on Form
         10-Q/A, and June 30, 1998 (File No. 0-27150).

                  (c) The description of the Company's Common Stock set forth
         under the caption "Description of Capital Stock -Common Stock" in the
         Company's prospectus constituting a part of the registration statement
         on Form S-1 (Reg. No. 333-22297), filed on February 25, 1997; and

                  (d) The description of the Company's Preferred Stock Purchase
         Rights (the "Rights") in the Company's registration statement on Form
         8-A filed on July 10, 1997, for the registration of the Rights under
         Section 12(g) of the Securities Exchange Act of 1934 (File No.
         0-27150).

         All reports and other documents subsequently filed by the Company and
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all of the securities offered hereby have been sold or which
deregisters all of such 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. Any statement contained in any
document incorporated or deemed to be incorporated by reference in this
registration statement 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 other subsequently filed document which also is or 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.

                                       1


<PAGE>


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 authorizes a
Delaware corporation to indemnify any director or officer against expenses,
judgments, fines and settlements actually and reasonably incurred by such person
in connection with any action, suit or proceeding, if such director or officer
acted in good faith and in a manner such person 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 or her
conduct was unlawful, except that no indemnification shall be made in connection
with any action by or in the right of the corporation if such person is adjudged
to be liable to the corporation, unless the court determines that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expense that the court shall deem proper. Said section
further provides that to the extent that any such person is successful on the
merits or otherwise in defense of any action such director or officer shall be
indemnified against expenses actually and reasonably incurred by him or her. In
addition, a Delaware corporation is authorized to purchase insurance on behalf
of its directors and officers against liabilities whether or not in the
circumstances the corporation would have the power to indemnify against such
liabilities under said section.

         The Company's Amended and Restated Certificate of Incorporation
provides for indemnification of the Company's directors, officers, employees and
agents, to the fullest extent permitted by the Delaware General Corporation Law,
against all expense, liability and loss reasonably incurred or suffered by each
such person in connection with any action, suit, or proceeding to which such
person was or is made a party or is threatened to be made a party by reason of
the fact that such person is a director, officer, employee or agent of the
Company; provided, however, except as provided in the Amended and Restated
Certificate of Incorporation with respect to proceedings to enforce rights to
indemnification, the Company shall indemnify any such person in connection with
a proceeding initiated by such person only if the proceeding was authorized by
the board of directors of the Company. The Company has obtained directors and
officers insurance covering its directors and executive officers.

         The Company's Amended and Restated Certificate of Incorporation
eliminates, to the fullest extent permitted by Delaware law, liability of a
director to the Company or its stockholders for monetary damages for breach of
the director's fiduciary duty of care except for liability where the director
(a) breaches his or her duty of loyalty to the Company or its shareholders, (b)
fails to act in good faith or engages in intentional misconduct or knowing
violation of law, (c) authorizes a payment of an illegal dividend or stock
repurchase, or (d) obtains an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies such as injunctive
relief or rescission remain available. In addition, a director is not relieved
of his or her responsibilities under any other law, including the federal
securities laws.

         Insofar as indemnification by the Company for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing, the Company 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this registration statement are listed in the Exhibit
Index which appears elsewhere in this registration statement and is hereby
incorporated by reference.

                                       2


<PAGE>


         The Company hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service in a timely
manner and has made or will make all changes required by the Internal Revenue
Service in order to qualify the Plan under Section 401 of the Internal Revenue
Code of 1986, as amended.

ITEM 9.  UNDERTAKINGS.

         (a)    The Company 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 Securities Act of 1933;

                      (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;

                      (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 paragraphs (a)(1)(i) and (a)(1)(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 Company pursuant to Section 13 or
                Section 15(d) of the Securities Exchange Act of 1934 that are
                incorporated by reference in this registration statement.

                (2) That, for the purpose of determining any liability under the
                Securities Act of 1933, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in 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)-(g)  Not applicable.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company will, unless in the
opinion of its counsel the matter 

                                       3


<PAGE>


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 of 1933 and will be governed by the 
final adjudication of such issue.

         (i)-(j)  Not applicable.







                                       4


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Village of Skokie, State of Illinois, on September 17, 1998.

                                       PATHOGENESIS CORPORATION



                                       By      /S/ ALAN R. MEYER
                                         --------------------------------
                                                  Alan R. Meyer
                                            Executive Vice President

<TABLE>
<CAPTION>

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<S>                                      <C>                                                <C>

/S/ ALAN R. MEYER                         Executive Vice President, Chief                     September 17, 1998 
--------------------------------------
Alan R. Meyer                             Financial Officer and Director
                                          (Principal Financial and
                                            Accounting Officer)

WILBUR H. GANTZ                           Chairman, Chief Executive Officer,  )
--------------------------------------
                                          President and Director              )
                                          (Principal Executive Officer)       )
                                                                              )
JOHN GORDON                               Director                            )
--------------------------------------
                                                                              )
                                                                              )
ELIZABETH M. GREETHAM                     Director                            )                By:/S/ ALAN R. MEYER
--------------------------------------                                                           -----------------
                                                                              )                    Alan R. Meyer
                                                                              )                   Attorney-in-Fact
                                                                              )                  September 17, 1998
                                                                              )
                                                                              )
ARTHUR W. NIENHUIS                        Director                            )
--------------------------------------
                                                                              )
                                                                              )
TALAT M. OTHMAN                           Director                            )
--------------------------------------
                                                                              )
                                                                              )
EUGENE L. STEP                            Director                            )
--------------------------------------
                                                                              )
                                                                              )
FRED WILPON                               Director                            )
--------------------------------------
                               

</TABLE>

(Being the principal executive officer, the principal financial and accounting
officer and a majority of the directors of PathoGenesis Corporation.)


         ORIGINAL POWERS OF ATTORNEY AUTHORIZING WILBUR H. GANTZ OR ALAN R.
MEYER TO EXECUTE THIS REGISTRATION STATEMENT, AND ANY AMENDMENT THERETO, FOR
EACH OF MS. 

                                       5


<PAGE>


GREETHAM AND MESSRS. GANTZ, GORDON, MEYER, NIENHUIS, OTHMAN, STEP AND WILPON 
HAVE BEEN EXECUTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

         Pursuant to the requirements of the Securities Act of 1933,
PathoGenesis Corporation, which administers the Plan, has duly caused this
registration statement to be signed on the Plan's behalf by the undersigned,
thereunto duly authorized, in the Village of Skokie, State of Illinois, on
September 17, 1998.

                                              PATHOGENESIS CORPORATION
                                              401(K) PROFIT SHARING PLAN

                                              By: PATHOGENESIS CORPORATION
                                                  Plan Administrator


                                                   By: /S/ ALAN R. MEYER
                                                       ----------------------
                                                   Alan R. Meyer
                                                   Executive Vice President and
                                                   Chief Financial Officer

                                       6
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As filed with the Securities and Exchange Commission on September 18, 1998

                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            PATHOGENESIS CORPORATION
                                       AND
               PATHOGENESIS CORPORATION 401(K) PROFIT SHARING PLAN
                               (as Co-Registrants)
               (Exact name of Company as specified in its charter)

                DELAWARE                                 91-1542150
     (State or other jurisdiction of     (I.R.S. Employer Identification Number)
     incorporation or organization)

                             201 ELLIOTT AVENUE WEST
                            SEATTLE, WASHINGTON 98119
               (Address of Company's Principal Executive Offices)
                                 ---------------

               PATHOGENESIS CORPORATION 401(K) PROFIT SHARING PLAN
                            (Full Title of the Plan)

           CAMERON S. AVERY                          COPIES TO:
            GENERAL COUNSEL                         WOON-WAH SIU
       PATHOGENESIS CORPORATION                  BELL, BOYD & LLOYD
   5215 OLD ORCHARD ROAD, SUITE 900    THREE FIRST NATIONAL PLAZA, SUITE 3300
        SKOKIE, ILLINOIS 60077                 CHICAGO, ILLINOIS 60602
            (847) 583-8050                         (312) 372-1121

                      (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)
                                 ---------------
CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------
                                                                   PROPOSED         PROPOSED
                                               AMOUNT               MAXIMUM          MAXIMUM       AMOUNT OF
       TITLE OF EACH CLASS OF                  TO BE            OFFERING PRICE     AGGREGATE     REGISTRATION
     SECURITIES TO BE REGISTERED             REGISTERED            PER UNIT      OFFERING PRICE       FEE
---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share    30,000 Shares(1)       $28.1875(2)    $845,625(2)      $250.00(2)
---------------------------------------------------------------------------------------------------------------

Interests in the Plan                          (3)

===============================================================================================================
(1)  Estimated maximum aggregate number of shares of Common Stock of
     PathoGenesis Corporation purchasable with participant contributions under
     the PathoGenesis Corporation 401(k) Profit Sharing Plan (the "Plan") in the
     next 36 months. Also includes the associated Preferred Stock Purchase
     Rights evidenced by certificates of shares of Common Stock that
     automatically trade with such Common Stock.

(2)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     (the "Securities Act") solely for purposes of calculating the registration
     fee and based upon the average of the high and low sale prices of the
     Common Stock on the Nasdaq National Market on September 11, 1998, as
     reported in The Wall Street Journal (Midwest Edition).

(3)  Pursuant to Rule 416(c) under the Securities Act, this registration
     statement covers an indeterminate amount of interests to be offered or sold
     pursuant to the PathoGenesis Corporation 401(k) Profit Sharing Plan
     described herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not required to be included herewith.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be included herewith.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         This registration statement on Form S-8 relates to the registration of
an indeterminate number of interests in the PathoGenesis Corporation 401(k)
Profit Sharing Plan (the "Plan") pursuant to which participants in the Plan may
have the Plan purchase, in the open market, shares of common stock, par value
$.001 per share (the "Common Stock"), of PathoGenesis Corporation (the
"Company").

         The following documents previously filed by the Company with the
Securities and Exchange Commission are incorporated herein by reference:

                  (a) The Company's annual report on Form 10-K for the fiscal 
         year ended December 31, 1997 (File No. 0-27150).

                  (b) The Company's quarterly reports on Form 10-Q for the
         quarters ended March 31, 1998, as amended by Amendment No. 1 on Form
         10-Q/A, and June 30, 1998 (File No. 0-27150).

                  (c) The description of the Company's Common Stock set forth
         under the caption "Description of Capital Stock -Common Stock" in the
         Company's prospectus constituting a part of the registration statement
         on Form S-1 (Reg. No. 333-22297), filed on February 25, 1997; and

                  (d) The description of the Company's Preferred Stock Purchase
         Rights (the "Rights") in the Company's registration statement on Form
         8-A filed on July 10, 1997, for the registration of the Rights under
         Section 12(g) of the Securities Exchange Act of 1934 (File No.
         0-27150).

         All reports and other documents subsequently filed by the Company and
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all of the securities offered hereby have been sold or which
deregisters all of such 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. Any statement contained in any
document incorporated or deemed to be incorporated by reference in this
registration statement 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 other subsequently filed document which also is or 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.

                                       1
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 authorizes a
Delaware corporation to indemnify any director or officer against expenses,
judgments, fines and settlements actually and reasonably incurred by such person
in connection with any action, suit or proceeding, if such director or officer
acted in good faith and in a manner such person 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 or her
conduct was unlawful, except that no indemnification shall be made in connection
with any action by or in the right of the corporation if such person is adjudged
to be liable to the corporation, unless the court determines that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expense that the court shall deem proper. Said section
further provides that to the extent that any such person is successful on the
merits or otherwise in defense of any action such director or officer shall be
indemnified against expenses actually and reasonably incurred by him or her. In
addition, a Delaware corporation is authorized to purchase insurance on behalf
of its directors and officers against liabilities whether or not in the
circumstances the corporation would have the power to indemnify against such
liabilities under said section.

         The Company's Amended and Restated Certificate of Incorporation
provides for indemnification of the Company's directors, officers, employees and
agents, to the fullest extent permitted by the Delaware General Corporation Law,
against all expense, liability and loss reasonably incurred or suffered by each
such person in connection with any action, suit, or proceeding to which such
person was or is made a party or is threatened to be made a party by reason of
the fact that such person is a director, officer, employee or agent of the
Company; provided, however, except as provided in the Amended and Restated
Certificate of Incorporation with respect to proceedings to enforce rights to
indemnification, the Company shall indemnify any such person in connection with
a proceeding initiated by such person only if the proceeding was authorized by
the board of directors of the Company. The Company has obtained directors and
officers insurance covering its directors and executive officers.

         The Company's Amended and Restated Certificate of Incorporation
eliminates, to the fullest extent permitted by Delaware law, liability of a
director to the Company or its stockholders for monetary damages for breach of
the director's fiduciary duty of care except for liability where the director
(a) breaches his or her duty of loyalty to the Company or its shareholders, (b)
fails to act in good faith or engages in intentional misconduct or knowing
violation of law, (c) authorizes a payment of an illegal dividend or stock
repurchase, or (d) obtains an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies such as injunctive
relief or rescission remain available. In addition, a director is not relieved
of his or her responsibilities under any other law, including the federal
securities laws.

         Insofar as indemnification by the Company for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing, the Company 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this registration statement are listed in the Exhibit
Index which appears elsewhere in this registration statement and is hereby
incorporated by reference.

                                       2
The Company hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service in a timely
manner and has made or will make all changes required by the Internal Revenue
Service in order to qualify the Plan under Section 401 of the Internal Revenue
Code of 1986, as amended.

ITEM 9.  UNDERTAKINGS.

         (a)    The Company 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 Securities Act of 1933;

                      (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;

                      (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 paragraphs (a)(1)(i) and (a)(1)(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 Company pursuant to Section 13 or
                Section 15(d) of the Securities Exchange Act of 1934 that are
                incorporated by reference in this registration statement.

                (2) That, for the purpose of determining any liability under the
                Securities Act of 1933, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in 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)-(g)  Not applicable.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company will, unless in the
opinion of its counsel the matter 

                                       3
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 of 1933 and will be governed by the 
final adjudication of such issue.

         (i)-(j)  Not applicable.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Village of Skokie, State of Illinois, on September 17, 1998.

                                       PATHOGENESIS CORPORATION

                                       By      /S/ ALAN R. MEYER
                                         --------------------------------
                                                  Alan R. Meyer
                                            Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/S/ ALAN R. MEYER                         Executive Vice President, Chief                     September 17, 1998 
--------------------------------------
Alan R. Meyer                             Financial Officer and Director
                                          (Principal Financial and
                                            Accounting Officer)

WILBUR H. GANTZ                           Chairman, Chief Executive Officer,  )
--------------------------------------
                                          President and Director              )
                                          (Principal Executive Officer)       )
                                                                              )
JOHN GORDON                               Director                            )
--------------------------------------
                                                                              )
                                                                              )
ELIZABETH M. GREETHAM                     Director                            )                By:/S/ ALAN R. MEYER
--------------------------------------                                                           -----------------
                                                                              )                    Alan R. Meyer
                                                                              )                   Attorney-in-Fact
                                                                              )                  September 17, 1998
                                                                              )
                                                                              )
ARTHUR W. NIENHUIS                        Director                            )
--------------------------------------
                                                                              )
                                                                              )
TALAT M. OTHMAN                           Director                            )
--------------------------------------
                                                                              )
                                                                              )
EUGENE L. STEP                            Director                            )
--------------------------------------
                                                                              )
                                                                              )
FRED WILPON                               Director                            )
--------------------------------------
(Being the principal executive officer, the principal financial and accounting
officer and a majority of the directors of PathoGenesis Corporation.)

         ORIGINAL POWERS OF ATTORNEY AUTHORIZING WILBUR H. GANTZ OR ALAN R.
MEYER TO EXECUTE THIS REGISTRATION STATEMENT, AND ANY AMENDMENT THERETO, FOR
EACH OF MS. 

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GREETHAM AND MESSRS. GANTZ, GORDON, MEYER, NIENHUIS, OTHMAN, STEP AND WILPON 
HAVE BEEN EXECUTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

         Pursuant to the requirements of the Securities Act of 1933,
PathoGenesis Corporation, which administers the Plan, has duly caused this
registration statement to be signed on the Plan's behalf by the undersigned,
thereunto duly authorized, in the Village of Skokie, State of Illinois, on
September 17, 1998.

                                              PATHOGENESIS CORPORATION
                                              401(K) PROFIT SHARING PLAN

                                              By: PATHOGENESIS CORPORATION
                                                  Plan Administrator

                                                   By: /S/ ALAN R. MEYER
                                                       ----------------------
                                                   Alan R. Meyer
                                                   Executive Vice President and
                                                   Chief Financial Officer

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