<PAGE>   1
         As filed with the Securities and Exchange Commission on August 14, 1996
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                           MATRIX PHARMACEUTICAL, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                         94-2957068
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)


                               34700 CAMPUS DRIVE
                            FREMONT, CALIFORNIA 94555
               (Address of principal executive offices) (Zip Code)

                           MATRIX PHARMACEUTICAL, INC.
                           1988 RESTRICTED STOCK PLAN
                            (Full title of the plan)

                                CRAIG R. MCMULLEN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           MATRIX PHARMACEUTICAL, INC.
                  34700 CAMPUS DRIVE, FREMONT, CALIFORNIA 94555
                     (Name and address of agent for service)
                                 (510) 742-9900
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================================================================================================================
                                                          Proposed              Proposed
   Title of                                                Maximum               Maximum
  Securities                           Amount             Offering              Aggregate             Amount of
     to be                              to be               Price               Offering            Registration
  Registered                        Registered(1)       per Share(2)            Price(2)                 Fee
  ----------                        -------------       ------------            --------                 ---
<C>                                  <C>                <C>                   <C>                    <C>                 
Options to Purchase
Common Stock
(1988 Restricted Stock Plan)         850,000 shares          N/A                   N/A                   N/A

Common Stock,
$0.01 par value
(1988 Restricted Stock Plan)         850,000 shares        $11                $9,350,000            $3,224.14 
================================================================================================================
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1988 Restricted Stock Plan
         by reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration which
         results in an increase in the number of the Registrant's outstanding
         shares of 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 Common Stock of Matrix
         Pharmaceutical, Inc. on August 13, 1996 as reported by the Nasdaq
         National Market.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  Matrix Pharmaceutical, Inc. (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, 1995 and filed with the Securities and
                  Exchange Commission on March 1, 1996;

         b.       The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarters ended March 31, 1996 and June 30, 1996, and filed
                  with the Securities and Exchange Commission on May 8, 1996 and
                  August 8, 1996, respectively; and

         c.       The Registrant's Registration Statement No. 0-19750 on Form
                  8-A filed with the Commission December 19, 1991, together with
                  Amendments No. 1 and No. 2 on Form 8 filed January 23, 1992 
                  and January 27, 1992, respectively, in which there is
                  described the terms, rights and provisions applicable to the
                  Registrant's outstanding Common Stock.

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

Item 4.  Description of Securities

                  Not applicable.

Item 5.   Interests of Named Experts and Counsel

                  Not applicable.

                                      II-2.
<PAGE>   3
Item 6.  Indemnification of Directors and Officers

                  Pursuant to the Delaware General Corporation Law, the
Registrant has adopted provisions in its Restated Certificate of Incorporation
which eliminate the personal liability of its directors and officers to the
Registrant and its stockholders for monetary damages for breach of their
fiduciary duties in certain circumstances and which authorize the Registrant to
indemnify its directors, officers and other agents, by bylaw, agreement or
otherwise, to the fullest extent permitted by law. The Registrant's Bylaws
require the Registrant to indemnify its directors, officers, employees and other
agents to the fullest extent permitted by law.

                  The Registrant's Restated Certificate of Incorporation and
Bylaws expressly authorize the use of indemnification agreements and, with the
approval of its stockholders, the Registrant has entered into separate
Indemnification Agreements with its directors and certain of its officers. These
Indemnification Agreements may require the Registrant, among other things, to
indemnify directors and officers against certain liabilities that may arise by
reason of their status or service as directors and officers and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified. The Registrant maintains an insurance policy covering
directors and officers, under which the insurer has agreed to pay, subject to
certain exclusions (including certain violations of securities laws) the amount
of insured claims made against the insured officers and directors of the
Registrant for wrongful acts that such officers or directors may otherwise be
required to pay or for which the Registrant is required to indemnify such
officers and directors.

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 No. 0-19750 on Form 8-A
                      which is incorporated herein by reference pursuant to Item
                      3(c).

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

    23.1              Consent of Ernst & Young LLP, Independent Auditors.

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

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

    99.1              1988 Restricted Stock Plan.

    99.2              Form of Stock Option Agreement with Notice of Grant -
                      Installment Option (incorporated by reference to Exhibit
                      99.2 of Registration Statement No. 33-79908).

    99.3              Form of Stock Option Agreement with Notice of Grant
                      (incorporated by reference to Exhibit 28.2 of Registration
                      Statement No. 33-65547).

    99.4              Form of Stock Purchase Agreement (incorporated by
                      reference to Exhibit 28.3 of Registration Statement No.
                      33-65547).

    99.5              Form of Restricted Stock Purchase Agreement (incorporated
                      by reference to Exhibit 28.4 of Registration Statement No.
                      33-65547).



                                      II-3.
<PAGE>   4
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 Securities Act of 1933, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those 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 this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold upon the termination of the Registrant's 1988 Restricted Stock Plan.

                  B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
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-4.
<PAGE>   5
                                   SIGNATURES

                  Pursuant to the requirements of the 1933 Act, 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 Fremont, State of California, on this 22nd day of
July, 1996.

                                MATRIX PHARMACEUTICAL, INC.


                                By   /s/ Craig R. McMullen
                                   ---------------------------------------
                                    Craig R. McMullen
                                    President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Matrix
Pharmaceutical, Inc., a Delaware corporation, do hereby constitute and appoint
Craig R. McMullen and James R. Glynn, and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the 1933 Act, and any rules
or regulations or requirements of the 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
attorneys and agents, or either of them, 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 1933 Act, 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/ Craig R. McMullen                       President, Chief Executive             July 22, 1996
- ------------------------------------        Officer and Director 
Craig R. McMullen                           (Principal Executive Officer)

                                            

/s/ James R. Glynn                          Vice President and Chief Financial     July 22, 1996
- ------------------------------------        Officer (Principal Financial 
James R. Glynn                              and Accounting Officer)     
</TABLE>

                                            



                                      II-5.
<PAGE>   6
<TABLE>
<CAPTION>

Signature                                   Title                          Date
- ---------                                   -----                          ----
<S>                                         <C>                            <C> 
/s/ Edward E. Luck                          Chairman of the Board          July 22, 1996
- ------------------------------------
Edward E. Luck


/s/ J. Stephen Dolezalek                    Director                       July 22, 1996
- ---------------------------
J. Stephan Dolezalek


/s/ Alan E. Salzman                         Director                       July 22, 1996
- ------------------------------------
Alan E. Salzman


/s/ Richard D. Murdock                      Director                       July 22, 1996
- ---------------------------
Richard D. Murdock


/s/ John E. Lyons                           Director                       July 22, 1996
- ------------------------------------
John E. Lyons


/s/ Julius L. Pericola                      Director                       July 22, 1996
- ------------------------------------
Julius L. Pericola
</TABLE>



                                      II-6.
<PAGE>   7
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           MATRIX PHARMACEUTICAL, INC.
<PAGE>   8
                                  EXHIBIT INDEX

        Exhibit
        Number        Exhibit

        4.0           Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration No. 0-19750 on Form 8-A
                      which is incorporated herein by reference pursuant to Item
                      3(c).

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

        23.1          Consent of Ernst & Young LLP, Independent Auditors.

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

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

        99.1          1988 Restricted Stock Plan.

        99.2          Form of Stock Option Agreement with Notice of Grant -
                      Installment Option (incorporated by reference to Exhibit
                      99.2 of Registration Statement No. 33-79908).

        99.3          Form of Stock Option Agreement with Notice of Grant
                      (incorporated by reference to Exhibit 28.2 of Registration
                      Statement No. 33-65547).

        99.4          Form of Stock Purchase Agreement (incorporated by
                      reference to Exhibit 28.3 of Registration Statement No.
                      33-65547).

        99.5          Form of Restricted Stock Purchase Agreement (incorporated
                      by reference to Exhibit 28.4 of Registration Statement No.
                      33-65547).
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{"company-data": {"conformed-name": "MATRIX PHARMACEUTICAL INC/DE", "cik": "0000882194", "assigned-sic": "2834", "irs-number": "942957068", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10155", "film-number": "96613713"}, "business-address": {"street1": "34700 CAMPUS DR", "city": "FREMONT", "state": "CA", "zip": "94555", "phone": "4153266100"}}
1
         As filed with the Securities and Exchange Commission on August 14, 1996
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                           MATRIX PHARMACEUTICAL, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                         94-2957068
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                               34700 CAMPUS DRIVE
                            FREMONT, CALIFORNIA 94555
               (Address of principal executive offices) (Zip Code)

                           MATRIX PHARMACEUTICAL, INC.
                           1988 RESTRICTED STOCK PLAN
                            (Full title of the plan)

                                CRAIG R. MCMULLEN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           MATRIX PHARMACEUTICAL, INC.
                  34700 CAMPUS DRIVE, FREMONT, CALIFORNIA 94555
                     (Name and address of agent for service)
                                 (510) 742-9900
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                          Proposed              Proposed
   Title of                                                Maximum               Maximum
  Securities                           Amount             Offering              Aggregate             Amount of
     to be                              to be               Price               Offering            Registration
  Registered                        Registered(1)       per Share(2)            Price(2)                 Fee
  ----------                        -------------       ------------            --------                 ---
Options to Purchase
Common Stock
(1988 Restricted Stock Plan)         850,000 shares          N/A                   N/A                   N/A

Common Stock,
$0.01 par value
(1988 Restricted Stock Plan)         850,000 shares        $11                $9,350,000            $3,224.14 
================================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1988 Restricted Stock Plan
         by reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration which
         results in an increase in the number of the Registrant's outstanding
         shares of 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 Common Stock of Matrix
         Pharmaceutical, Inc. on August 13, 1996 as reported by the Nasdaq
         National Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  Matrix Pharmaceutical, Inc. (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, 1995 and filed with the Securities and
                  Exchange Commission on March 1, 1996;

         b.       The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarters ended March 31, 1996 and June 30, 1996, and filed
                  with the Securities and Exchange Commission on May 8, 1996 and
                  August 8, 1996, respectively; and

         c.       The Registrant's Registration Statement No. 0-19750 on Form
                  8-A filed with the Commission December 19, 1991, together with
                  Amendments No. 1 and No. 2 on Form 8 filed January 23, 1992 
                  and January 27, 1992, respectively, in which there is
                  described the terms, rights and provisions applicable to the
                  Registrant's outstanding Common Stock.

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

Item 4.  Description of Securities

                  Not applicable.

Item 5.   Interests of Named Experts and Counsel

                  Not applicable.

                                      II-2.
3
Item 6.  Indemnification of Directors and Officers

                  Pursuant to the Delaware General Corporation Law, the
Registrant has adopted provisions in its Restated Certificate of Incorporation
which eliminate the personal liability of its directors and officers to the
Registrant and its stockholders for monetary damages for breach of their
fiduciary duties in certain circumstances and which authorize the Registrant to
indemnify its directors, officers and other agents, by bylaw, agreement or
otherwise, to the fullest extent permitted by law. The Registrant's Bylaws
require the Registrant to indemnify its directors, officers, employees and other
agents to the fullest extent permitted by law.

                  The Registrant's Restated Certificate of Incorporation and
Bylaws expressly authorize the use of indemnification agreements and, with the
approval of its stockholders, the Registrant has entered into separate
Indemnification Agreements with its directors and certain of its officers. These
Indemnification Agreements may require the Registrant, among other things, to
indemnify directors and officers against certain liabilities that may arise by
reason of their status or service as directors and officers and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified. The Registrant maintains an insurance policy covering
directors and officers, under which the insurer has agreed to pay, subject to
certain exclusions (including certain violations of securities laws) the amount
of insured claims made against the insured officers and directors of the
Registrant for wrongful acts that such officers or directors may otherwise be
required to pay or for which the Registrant is required to indemnify such
officers and directors.

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 No. 0-19750 on Form 8-A
                      which is incorporated herein by reference pursuant to Item
                      3(c).

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

    23.1              Consent of Ernst & Young LLP, Independent Auditors.

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

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

    99.1              1988 Restricted Stock Plan.

    99.2              Form of Stock Option Agreement with Notice of Grant -
                      Installment Option (incorporated by reference to Exhibit
                      99.2 of Registration Statement No. 33-79908).

    99.3              Form of Stock Option Agreement with Notice of Grant
                      (incorporated by reference to Exhibit 28.2 of Registration
                      Statement No. 33-65547).

    99.4              Form of Stock Purchase Agreement (incorporated by
                      reference to Exhibit 28.3 of Registration Statement No.
                      33-65547).

    99.5              Form of Restricted Stock Purchase Agreement (incorporated
                      by reference to Exhibit 28.4 of Registration Statement No.
                      33-65547).

                                      II-3.
4
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 Securities Act of 1933, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those 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 this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold upon the termination of the Registrant's 1988 Restricted Stock Plan.

                  B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
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-4.
5
                                   SIGNATURES

                  Pursuant to the requirements of the 1933 Act, 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 Fremont, State of California, on this 22nd day of
July, 1996.

                                MATRIX PHARMACEUTICAL, INC.

                                By   /s/ Craig R. McMullen
                                   ---------------------------------------
                                    Craig R. McMullen
                                    President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Matrix
Pharmaceutical, Inc., a Delaware corporation, do hereby constitute and appoint
Craig R. McMullen and James R. Glynn, and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the 1933 Act, and any rules
or regulations or requirements of the 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
attorneys and agents, or either of them, 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 1933 Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                   Title                                  Date
- ---------                                   -----                                  ----
/s/ Craig R. McMullen                       President, Chief Executive             July 22, 1996
- ------------------------------------        Officer and Director 
Craig R. McMullen                           (Principal Executive Officer)

                                            

/s/ James R. Glynn                          Vice President and Chief Financial     July 22, 1996
- ------------------------------------        Officer (Principal Financial 
James R. Glynn                              and Accounting Officer)
II-5.
6
Signature                                   Title                          Date
- ---------                                   -----                          ----
/s/ Edward E. Luck                          Chairman of the Board          July 22, 1996
- ------------------------------------
Edward E. Luck

/s/ J. Stephen Dolezalek                    Director                       July 22, 1996
- ---------------------------
J. Stephan Dolezalek

/s/ Alan E. Salzman                         Director                       July 22, 1996
- ------------------------------------
Alan E. Salzman

/s/ Richard D. Murdock                      Director                       July 22, 1996
- ---------------------------
Richard D. Murdock

/s/ John E. Lyons                           Director                       July 22, 1996
- ------------------------------------
John E. Lyons

/s/ Julius L. Pericola                      Director                       July 22, 1996
- ------------------------------------
Julius L. Pericola
II-6.
7
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           MATRIX PHARMACEUTICAL, INC.
8
                                  EXHIBIT INDEX

        Exhibit
        Number        Exhibit

        4.0           Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration No. 0-19750 on Form 8-A
                      which is incorporated herein by reference pursuant to Item
                      3(c).

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

        23.1          Consent of Ernst & Young LLP, Independent Auditors.

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

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

        99.1          1988 Restricted Stock Plan.

        99.2          Form of Stock Option Agreement with Notice of Grant -
                      Installment Option (incorporated by reference to Exhibit
                      99.2 of Registration Statement No. 33-79908).

        99.3          Form of Stock Option Agreement with Notice of Grant
                      (incorporated by reference to Exhibit 28.2 of Registration
                      Statement No. 33-65547).

        99.4          Form of Stock Purchase Agreement (incorporated by
                      reference to Exhibit 28.3 of Registration Statement No.
                      33-65547).

        99.5          Form of Restricted Stock Purchase Agreement (incorporated
                      by reference to Exhibit 28.4 of Registration Statement No.
                      33-65547).