<PAGE>   1
     As filed with the Securities and Exchange Commission on July 28, 1998
                                                      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. KUMAR CHANDRASEKARAN, PH.D.
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           INSITE VISION INCORPORATED
                     965 ATLANTIC AVENUE, ALAMEDA, CA 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
                                                       Proposed             Maximum
                                                        Maximum            Aggregate          Amount of
 Title of Securities to be       Amount to be       Offering Price         Offering          Registration
         Registered              Registered(1)       per Share(2)          Price(2)              Fee
==============================================================================================================
<S>                              <C>                <C>                  <C>                <C>       
Common Stock                      265,521 shares       $3.84375           $1,020,596.34      $301.08
$0.01 par value

==============================================================================================================
</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 the 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 prices per share of the Registrant's Common Stock on July
    24, 1998 as reported on the American Stock Exchange.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain 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, 1997 filed with the Commission on February 6,
               1998, pursuant to Section 13 of the Securities Exchange Act of
               1934, as amended (the "1934 Act");

        (b)    The Registrant's Quarterly Report on 10-Q for the fiscal quarter
               ended March 31, 1998 filed with the Commission on May 14, 1998
               pursuant to Section 13 of the 1934 Act; and

        (c)    The Registrant's Registration Statements on Forms 8-A, No.
               00-12308 filed with the Commission on August 27, 1993 and No.
               001-14207 filed with the Commission on June 8, 1998, which
               describe 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 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 deregisters 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 is also 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 Capital Stock

        Not Applicable.


Item 5. Interests of Named Experts and Counsel

        Not Applicable.


Item 6. Indemnification of Directors and Officers

        The Registrant's Restated Certificate of Incorporation provides that,
pursuant to Delaware law, the directors shall not be liable for monetary damages
for breach of their fiduciary duties as directors to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the fiduciary duties of the directors, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of such director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.



<PAGE>   3

        The Registrant has entered into separate indemnification agreements with
its directors and officers. These agreements require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from actions not taken in good faith or in a manner the indemnitee
believed to be opposed to the best interests of the Registrant), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified and to obtain directors' insurance if available on
reasonable terms. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the Commission, such indemnification is against public policy as expressed in
the 1933 Act and is therefore unenforceable.


Item 7. Exemption from Registration Claimed

        Not Applicable.


Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number    Exhibit
--------------    -------
<S>               <C>
    4.0           Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                  Registration Statements on Form 8-A No. 0-12308 and No. 001-14207, including the exhibits
                  thereto, incorporated herein by reference pursuant to Item 3(c) of this Registration Statement.
    5.1           Opinion 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 5.1.
    24.1          Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1          InSite Vision Incorporated 1994 Stock Option Plan (as amended and restated December 15,
                  1997).
    99.2*         Form of Notice of Grant of Stock Option and Stock Option Agreement.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement (Involuntary Termination Following Corporate
                  Transaction).
    99.5*         Form of Addendum to Stock Option Agreement (Special Tax Elections).
    99.6*         Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
    99.7*         Form of Notice of Automatic Option Grant and Non-Employee Director Option Agreement.
    99.8          Form of Non-Employee Director Stock Option Agreement.
</TABLE>

    * Exhibits 99.2, 99.5, 99.6 and 99.7 are incorporated herein by reference to
Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, of Registrant's Registration
Statement No. 33-75268 on Form S-8, filed with the Commission on February 14,
1994.


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 the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (1)(i) and (1)(ii) shall 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 Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the 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



                                      II-2.
<PAGE>   4

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 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 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item 6 or otherwise, the
Registrant has been informed 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.



                                      II-3.
<PAGE>   5

                                   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 28th day
of July, 1998.

                               INSITE VISION INCORPORATED


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



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

       That the undersigned officer and directors of INSITE VISION INCORPORATED,
a Delaware corporation, do hereby constitute and appoint S. Kumar
Chandrasekaran, Ph.D. the lawful attorney 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 all 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>
Signatures                                Title                                              Date
----------                                -----                                              ----
<S>                                <C>                                                <C>

/s/ S. Kumar Chandrasekaran
-----------------------------      Chairman of the Board and Chief Executive          July 28, 1998
S. Kumar Chandrasekaran, Ph.D.     Officer (Principal Executive Officer)
</TABLE>



                                      II-4.
<PAGE>   6

<TABLE>
<CAPTION>
Signatures                                Title                                               Date
----------                                -----                                               ----
<S>                                <C>                                                <C>
/s/ Michael D. Baer
-----------------------------      Chief Financial Officer                            July 28, 1998
Michael D. Baer


/s Mitchell H. Friedlander
-----------------------------      Director                                           July 28, 1998
Mitchell H. Friedlander, M.D.


/s/ John E. Lucas
-----------------------------      Director                                           July 28, 1998
John E. Lucas


/s/ John L. Mattana
-----------------------------      Director                                           July 28, 1998
John L. Mattana


/s/ Anders P. Wiklund
-----------------------------      Director                                           July 28, 1998
Anders P. Wiklund
</TABLE>



                                           II-5.
<PAGE>   7



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                           INSITE VISION INCORPORATED



<PAGE>   8

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number    Exhibit
--------------    -------
<S>               <C>
    4.0           Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                  Registration Statements on Form 8-A No. 0-12308 and No. 001-14207, including the exhibits
                  thereto, incorporated herein by reference pursuant to Item 3(c) of this Registration Statement.
    5.1           Opinion 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 5.1.
    24.1          Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1          InSite Vision Incorporated 1994 Stock Option Plan (as amended and restated December 15,
                  1997).
    99.2*         Form of Notice of Grant of Stock Option and Stock Option Agreement.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement (Involuntary Termination Following Corporate
                  Transaction).
    99.5*         Form of Addendum to Stock Option Agreement (Special Tax Elections).
    99.6*         Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
    99.7*         Form of Notice of Automatic Option Grant and Non-Employee Director Option Agreement.
    99.8          Form of Non-Employee Director Stock Option Agreement.
</TABLE>

    * Exhibits 99.2, 99.5, 99.6 and 99.7 are incorporated herein by reference to
Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, of Registrant's Registration
Statement No. 33-75268 on Form S-8, filed with the Commission on February 14,
1994.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19641}]
{"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": "333-60057", "film-number": "98672674"}, "business-address": {"street1": "965 ATLANTIC AVE", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5108658800"}, "mail-address": {"street1": "965 ATLANTIC AVENUE", "street2": "965 ATLANTIC AVENUE", "city": "ALAMEDA", "state": "CA", "zip": "94501"}}
1
     As filed with the Securities and Exchange Commission on July 28, 1998
                                                      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. KUMAR CHANDRASEKARAN, PH.D.
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           INSITE VISION INCORPORATED
                     965 ATLANTIC AVENUE, ALAMEDA, CA 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
                                                       Proposed             Maximum
                                                        Maximum            Aggregate          Amount of
 Title of Securities to be       Amount to be       Offering Price         Offering          Registration
         Registered              Registered(1)       per Share(2)          Price(2)              Fee
==============================================================================================================
Common Stock                      265,521 shares       $3.84375           $1,020,596.34      $301.08
$0.01 par value

==============================================================================================================
(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 the 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 prices per share of the Registrant's Common Stock on July
    24, 1998 as reported on the American Stock Exchange.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain 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, 1997 filed with the Commission on February 6,
               1998, pursuant to Section 13 of the Securities Exchange Act of
               1934, as amended (the "1934 Act");

        (b)    The Registrant's Quarterly Report on 10-Q for the fiscal quarter
               ended March 31, 1998 filed with the Commission on May 14, 1998
               pursuant to Section 13 of the 1934 Act; and

        (c)    The Registrant's Registration Statements on Forms 8-A, No.
               00-12308 filed with the Commission on August 27, 1993 and No.
               001-14207 filed with the Commission on June 8, 1998, which
               describe 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 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 deregisters 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 is also 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 Capital Stock

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

Item 6. Indemnification of Directors and Officers

        The Registrant's Restated Certificate of Incorporation provides that,
pursuant to Delaware law, the directors shall not be liable for monetary damages
for breach of their fiduciary duties as directors to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the fiduciary duties of the directors, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of such director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
3

        The Registrant has entered into separate indemnification agreements with
its directors and officers. These agreements require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from actions not taken in good faith or in a manner the indemnitee
believed to be opposed to the best interests of the Registrant), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified and to obtain directors' insurance if available on
reasonable terms. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the Commission, such indemnification is against public policy as expressed in
the 1933 Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits
Exhibit Number    Exhibit
--------------    -------
4.0           Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                  Registration Statements on Form 8-A No. 0-12308 and No. 001-14207, including the exhibits
                  thereto, incorporated herein by reference pursuant to Item 3(c) of this Registration Statement.
    5.1           Opinion 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 5.1.
    24.1          Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1          InSite Vision Incorporated 1994 Stock Option Plan (as amended and restated December 15,
                  1997).
    99.2*         Form of Notice of Grant of Stock Option and Stock Option Agreement.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement (Involuntary Termination Following Corporate
                  Transaction).
    99.5*         Form of Addendum to Stock Option Agreement (Special Tax Elections).
    99.6*         Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
    99.7*         Form of Notice of Automatic Option Grant and Non-Employee Director Option Agreement.
    99.8          Form of Non-Employee Director Stock Option Agreement.
* Exhibits 99.2, 99.5, 99.6 and 99.7 are incorporated herein by reference to
Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, of Registrant's Registration
Statement No. 33-75268 on Form S-8, filed with the Commission on February 14,
1994.

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 the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (1)(i) and (1)(ii) shall 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 Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the 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

                                      II-2.
4

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 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 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item 6 or otherwise, the
Registrant has been informed 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.

                                      II-3.
5

                                   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 28th day
of July, 1998.

                               INSITE VISION INCORPORATED

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

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

       That the undersigned officer and directors of INSITE VISION INCORPORATED,
a Delaware corporation, do hereby constitute and appoint S. Kumar
Chandrasekaran, Ph.D. the lawful attorney 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 all 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.
Signatures                                Title                                              Date
----------                                -----                                              ----
/s/ S. Kumar Chandrasekaran
-----------------------------      Chairman of the Board and Chief Executive          July 28, 1998
S. Kumar Chandrasekaran, Ph.D.     Officer (Principal Executive Officer)
II-4.
6
Signatures                                Title                                               Date
----------                                -----                                               ----
/s/ Michael D. Baer
-----------------------------      Chief Financial Officer                            July 28, 1998
Michael D. Baer

/s Mitchell H. Friedlander
-----------------------------      Director                                           July 28, 1998
Mitchell H. Friedlander, M.D.

/s/ John E. Lucas
-----------------------------      Director                                           July 28, 1998
John E. Lucas

/s/ John L. Mattana
-----------------------------      Director                                           July 28, 1998
John L. Mattana

/s/ Anders P. Wiklund
-----------------------------      Director                                           July 28, 1998
Anders P. Wiklund
II-5.
7

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           INSITE VISION INCORPORATED
8

                                  EXHIBIT INDEX
Exhibit Number    Exhibit
--------------    -------
4.0           Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                  Registration Statements on Form 8-A No. 0-12308 and No. 001-14207, including the exhibits
                  thereto, incorporated herein by reference pursuant to Item 3(c) of this Registration Statement.
    5.1           Opinion 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 5.1.
    24.1          Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1          InSite Vision Incorporated 1994 Stock Option Plan (as amended and restated December 15,
                  1997).
    99.2*         Form of Notice of Grant of Stock Option and Stock Option Agreement.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement (Involuntary Termination Following Corporate
                  Transaction).
    99.5*         Form of Addendum to Stock Option Agreement (Special Tax Elections).
    99.6*         Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
    99.7*         Form of Notice of Automatic Option Grant and Non-Employee Director Option Agreement.
    99.8          Form of Non-Employee Director Stock Option Agreement.
* Exhibits 99.2, 99.5, 99.6 and 99.7 are incorporated herein by reference to
Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, of Registrant's Registration
Statement No. 33-75268 on Form S-8, filed with the Commission on February 14,
1994.