<PAGE>   1

      As filed with the Securities and Exchange Commission on June 26, 1997

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           GENELABS TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

               CALIFORNIA                                 94-3010150
        (State of incorporation)                       (I.R.S. employer
                                                      identification no.)

                               505 PENOBSCOT DRIVE
                         REDWOOD CITY, CALIFORNIA 94063
                    (Address of principal executive offices)

                        1991 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  IRENE A. CHOW
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               505 PENOBSCOT DRIVE
                         REDWOOD CITY, CALIFORNIA 94063
                                 (415) 369-9500
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                                Greg Smith, Esq.

                               Cooley Godward LLP

                         One Maritime Plaza, 20th Floor

                      San Francisco, California 94111-3580

                                 (415) 693-2000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                           PROPOSED     PROPOSED
                                           MAXIMUM      MAXIMUM
                               AMOUNT      OFFERING     AGGREGATE     AMOUNT OF
  TITLE OF SECURITIES          TO BE      PRICE PER     OFFERING    REGISTRATION
   TO BE REGISTERED          REGISTERED     SHARE         PRICE         FEE
--------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>             <C>
Common Stock, no par value   500,000(1)   $2.78125(2)  $1,390,625      $479.53
--------------------------------------------------------------------------------
</TABLE>

     (1)  Additional shares available for issuance as of May 22, 1997 under the
     1991 Employee Stock Purchase Plan.

     (2) Estimated based on the average of the high and low prices reported on
     The Nasdaq National Market on June 24, 1997 pursuant to Rule 457(c) and
     (h)(1) solely for the purpose of calculating the registration fee.



Exhibit Index appears on page 9.

<PAGE>   2



                           GENELABS TECHNOLOGIES, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

                (a)      The Registrant's Annual Report on Form 10-K for fiscal
                         year ended December 31, 1996 filed pursuant to Section
                         13(a) of the Securities Exchange Act of 1934, as
                         amended (the "Exchange Act").

                (b)      The Registrant's Quarterly Report on Form 10-Q for the
                         quarterly period ended March 31, 1997 filed with the
                         Commission pursuant to Section 13(a) of the Exchange
                         Act.

                (c)      The description of the Registrant's Common Stock
                         contained in the Registrant's registration statement on
                         Form 8-A filed on April 30, 1991 with the Commission
                         under Section 12(g) of the Exchange Act, including any
                         amendment or report filed for the purpose of updating
                         such description.

                All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The Registrant's Articles of Incorporation include a provision
that eliminates the personal liability of its directors to the Registrant and
its shareholders for monetary damages for breach of the directors' fiduciary
duties in certain circumstances. This limitation has no effect on a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the Registrant or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Registrant or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to




                                       2
<PAGE>   3

the Registrant or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Registrant or its shareholders, (vi) under Section 310 of the
California Corporations Code (the "California Code") (concerning contracts or
transactions between the Registrant and a director) or (vii) under Section 316
of the California Code (concerning directors' liability for improper dividends,
loans and guarantees). The provision does not extend to acts or omissions of a
director in his or her capacity as an officer. Further, the provision has no
effect on claims arising under federal or state securities laws and will not
affect the availability of injunctions and other equitable remedies available to
the Registrant's shareholders for any violation of a director's fiduciary duty
to the Registrant or its shareholders.

                The Registrant's Articles of Incorporation also include an
authorization for the Registrant to indemnify its agents (as defined in Section
317 of the California Code), through bylaw provisions, by agreement or
otherwise, to the fullest extent permitted by law. Pursuant to this latter
provision, the Registrant's Bylaws provide for indemnification of the
Registrant's directors, officers and employees. In addition, the Registrant, at
its discretion, may provide indemnification to persons whom the Registrant is
not obligated to indemnify. The Bylaws also allow the Registrant to enter into
indemnity agreements with individual directors, officers, employees and other
agents. These indemnity agreements have been entered into with all directors and
provide the maximum indemnification permitted by law. These agreements, together
with the Registrant's Bylaws and Articles of Incorporation, may require the
Registrant, among other things, to indemnify such directors against certain
liabilities that may arise by reason of their status or service as directors
(other than liabilities resulting from willful misconduct of a culpable nature),
to advance expenses to them as they are incurred, provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification, and to obtain directors' and officers'
insurance if available on reasonable terms.

                Section 317 of the California Code and the Registrant's Bylaws
make provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.

                Reference is made to Exhibit 10.04 to the Registrant's
registration statement on Form S-1 (No. 33-40120) filed by the Registrant with
the Commission on April 29, 1991, which sets forth certain provisions with
respect to the indemnification of certain controlling persons, directors and
officers against certain losses and liabilities, including certain liabilities
under the Securities Act.

                The Registrant currently carries a directors and officers
liability insurance policy.

                Reference is also made to the following documents incorporated
by reference herewith regarding relevant indemnification provisions described
above and elsewhere herein: Registrant's Amended and Restated Articles of
Incorporation (incorporated herein by reference to Exhibit 3.01 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991); and
Registrant's Bylaws, as amended to date (incorporated herein by reference to
Exhibit 4.02 to Registrant's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on June 15, 1994 (Registration No.
33-76242)).



                                       3
<PAGE>   4



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8.  EXHIBITS.

                The following exhibits are incorporated by reference or filed
herewith.

               4.01      Registrant's Amended and Restated Articles of
                         Incorporation (incorporated herein by reference to
                         Exhibit 3.01 to Registrant's Annual Report on Form 10-K
                         for the fiscal year ended December 31, 1991).

               4.02      Registrant's Certificate of Determination of 
                         Preferences of Series A Convertible Preferred Stock of
                         Genelabs Technologies, Inc. (incorporated herein by
                         reference to Exhibit 10.37 to Registrant's Quarterly
                         Report on Form 10-Q for the Quarter ended June 30,
                         1995).

               4.03      Registrant's Bylaws, as amended to date (incorporated
                         herein by reference to Exhibit 3.02 to Registrant's
                         Annual Report on Form 10-K for the fiscal year ended
                         December 31, 1993).

               4.04      Registrant's 1991 Employee Stock Purchased Plan, as
                         amended.

               5.01      Opinion of Cooley Godward LLP.

              23.01      Consent of Cooley Godward LLP (included in 
                         Exhibit 5.01).

              23.02      Consent of Ernst & Young LLP, Independent Auditors.

              24.01      Power of Attorney is contained on signature pages.







                                       4
<PAGE>   5




ITEM 9.  UNDERTAKINGS.

                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;

                         (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;

                         (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 paragraphs (1)(i) and (1)(ii)
above 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

                         (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                         (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

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



                                       5
<PAGE>   6




                Insofar as indemnification for liabilities arising under the
Securities Act may be permitted for directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                     EXPERTS

                The consolidated financial statements of Genelabs Technologies,
Inc., appearing in Genelabs Technologies, Inc.'s Annual Report (Form 10-K) for
the year ended December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.






                                       6
<PAGE>   7




                                   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 Redwood City, State of California, on the 25th
day of June 1997.


                                        GENELABS TECHNOLOGIES, INC.


                                        By:  /s/ IRENE A. CHOW
                                             ----------------------------------
                                             Chief Executive Officer, President
                                             and Director


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Irene A. Chow and Melinda Griffith, and
each of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<S>                             <C>                            <C>
PRINCIPAL EXECUTIVE OFFICER:


/s/ IRENE A. CHOW               Chief Executive Officer,       June 25, 1997
----------------------------    President and Director
    Irene A. Chow
PRINCIPAL FINANCIAL OFFICER:


/s/ JAMES A.D. SMITH            Chief Operating Officer        June 25, 1997
----------------------------
    James A.D. Smith
PRINCIPAL ACCOUNTING OFFICER:


/s/ MATTHEW M. LOAR             Director of Finance and        June 25, 1997
----------------------------    Controller
    Matthew M. Loar
</TABLE>




                                       7
<PAGE>   8



<TABLE>
<S>                             <C>                            <C>
ADDITIONAL DIRECTORS:


/s/ EDGAR G. ENGLEMAN           Director                       June 25, 1997
----------------------------
    Edgar G. Engleman


/s/ ARTHUR GRAY, JR.            Director                       June 25, 1997
----------------------------
    Arthur Gray, Jr.


/s/ H. H. HAIGHT                Director                       June 25, 1997
----------------------------
    H. H. Haight


/s/ DAMARIS SKOURAS             Director                       June 25, 1997
----------------------------
    Damaris Skouras


                                Director
----------------------------
Nina K. Wang
</TABLE>





                                       8
<PAGE>   9



                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit No.                            Description
-----------                            -----------

  <S>           <C>
   4.01         Registrant's Amended and Restated Articles of Incorporation
                (incorporated herein by reference to Exhibit 3.01 to
                Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1991).

   4.02         Registrant's Certificate of Determination of Preferences of 
                Series A Convertible Preferred Stock of Genelabs Technologies,
                Inc. (incorporated herein by reference to Exhibit 10.37 to
                Registrant's Quarterly Report on Form 10-Q for the Quarter ended
                June 30, 1995).

   4.03         Registrant's Bylaws, as amended to date (incorporated herein
                by reference to Exhibit 3.02 to Registrant's Annual Report on
                Form 10-K for the fiscal year ended December 31, 1993).

   4.04         Registrant's 1991 Employee Stock Purchase Plan, as amended.

   5.01         Opinion of Cooley Godward LLP.

  23.01         Consent of Cooley Godward LLP (included in Exhibit 5.01).

  23.02         Consent of Ernst & Young LLP, Independent Auditors.

  24.01         Power of Attorney (see page 7).
</TABLE>





                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20932}]
{"company-data": {"conformed-name": "GENELABS TECHNOLOGIES INC /CA", "cik": "0000874443", "assigned-sic": "2835", "irs-number": "943010150", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30083", "film-number": "97630287"}, "business-address": {"street1": "505 PENOBSCOT DR", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "4153699500"}, "mail-address": {"street1": "505 PENOBSCOT DR", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}}
1

      As filed with the Securities and Exchange Commission on June 26, 1997

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           GENELABS TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

               CALIFORNIA                                 94-3010150
        (State of incorporation)                       (I.R.S. employer
                                                      identification no.)

                               505 PENOBSCOT DRIVE
                         REDWOOD CITY, CALIFORNIA 94063
                    (Address of principal executive offices)

                        1991 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  IRENE A. CHOW
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               505 PENOBSCOT DRIVE
                         REDWOOD CITY, CALIFORNIA 94063
                                 (415) 369-9500
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                                Greg Smith, Esq.

                               Cooley Godward LLP

                         One Maritime Plaza, 20th Floor

                      San Francisco, California 94111-3580

                                 (415) 693-2000

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                           PROPOSED     PROPOSED
                                           MAXIMUM      MAXIMUM
                               AMOUNT      OFFERING     AGGREGATE     AMOUNT OF
  TITLE OF SECURITIES          TO BE      PRICE PER     OFFERING    REGISTRATION
   TO BE REGISTERED          REGISTERED     SHARE         PRICE         FEE
--------------------------------------------------------------------------------
Common Stock, no par value   500,000(1)   $2.78125(2)  $1,390,625      $479.53
--------------------------------------------------------------------------------
(1)  Additional shares available for issuance as of May 22, 1997 under the
     1991 Employee Stock Purchase Plan.

     (2) Estimated based on the average of the high and low prices reported on
     The Nasdaq National Market on June 24, 1997 pursuant to Rule 457(c) and
     (h)(1) solely for the purpose of calculating the registration fee.

Exhibit Index appears on page 9.
2

                           GENELABS TECHNOLOGIES, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

                (a)      The Registrant's Annual Report on Form 10-K for fiscal
                         year ended December 31, 1996 filed pursuant to Section
                         13(a) of the Securities Exchange Act of 1934, as
                         amended (the "Exchange Act").

                (b)      The Registrant's Quarterly Report on Form 10-Q for the
                         quarterly period ended March 31, 1997 filed with the
                         Commission pursuant to Section 13(a) of the Exchange
                         Act.

                (c)      The description of the Registrant's Common Stock
                         contained in the Registrant's registration statement on
                         Form 8-A filed on April 30, 1991 with the Commission
                         under Section 12(g) of the Exchange Act, including any
                         amendment or report filed for the purpose of updating
                         such description.

                All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The Registrant's Articles of Incorporation include a provision
that eliminates the personal liability of its directors to the Registrant and
its shareholders for monetary damages for breach of the directors' fiduciary
duties in certain circumstances. This limitation has no effect on a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the Registrant or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Registrant or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to

                                       2
3

the Registrant or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Registrant or its shareholders, (vi) under Section 310 of the
California Corporations Code (the "California Code") (concerning contracts or
transactions between the Registrant and a director) or (vii) under Section 316
of the California Code (concerning directors' liability for improper dividends,
loans and guarantees). The provision does not extend to acts or omissions of a
director in his or her capacity as an officer. Further, the provision has no
effect on claims arising under federal or state securities laws and will not
affect the availability of injunctions and other equitable remedies available to
the Registrant's shareholders for any violation of a director's fiduciary duty
to the Registrant or its shareholders.

                The Registrant's Articles of Incorporation also include an
authorization for the Registrant to indemnify its agents (as defined in Section
317 of the California Code), through bylaw provisions, by agreement or
otherwise, to the fullest extent permitted by law. Pursuant to this latter
provision, the Registrant's Bylaws provide for indemnification of the
Registrant's directors, officers and employees. In addition, the Registrant, at
its discretion, may provide indemnification to persons whom the Registrant is
not obligated to indemnify. The Bylaws also allow the Registrant to enter into
indemnity agreements with individual directors, officers, employees and other
agents. These indemnity agreements have been entered into with all directors and
provide the maximum indemnification permitted by law. These agreements, together
with the Registrant's Bylaws and Articles of Incorporation, may require the
Registrant, among other things, to indemnify such directors against certain
liabilities that may arise by reason of their status or service as directors
(other than liabilities resulting from willful misconduct of a culpable nature),
to advance expenses to them as they are incurred, provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification, and to obtain directors' and officers'
insurance if available on reasonable terms.

                Section 317 of the California Code and the Registrant's Bylaws
make provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act.

                Reference is made to Exhibit 10.04 to the Registrant's
registration statement on Form S-1 (No. 33-40120) filed by the Registrant with
the Commission on April 29, 1991, which sets forth certain provisions with
respect to the indemnification of certain controlling persons, directors and
officers against certain losses and liabilities, including certain liabilities
under the Securities Act.

                The Registrant currently carries a directors and officers
liability insurance policy.

                Reference is also made to the following documents incorporated
by reference herewith regarding relevant indemnification provisions described
above and elsewhere herein: Registrant's Amended and Restated Articles of
Incorporation (incorporated herein by reference to Exhibit 3.01 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991); and
Registrant's Bylaws, as amended to date (incorporated herein by reference to
Exhibit 4.02 to Registrant's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on June 15, 1994 (Registration No.
33-76242)).

                                       3
4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8.  EXHIBITS.

                The following exhibits are incorporated by reference or filed
herewith.

               4.01      Registrant's Amended and Restated Articles of
                         Incorporation (incorporated herein by reference to
                         Exhibit 3.01 to Registrant's Annual Report on Form 10-K
                         for the fiscal year ended December 31, 1991).

               4.02      Registrant's Certificate of Determination of 
                         Preferences of Series A Convertible Preferred Stock of
                         Genelabs Technologies, Inc. (incorporated herein by
                         reference to Exhibit 10.37 to Registrant's Quarterly
                         Report on Form 10-Q for the Quarter ended June 30,
                         1995).

               4.03      Registrant's Bylaws, as amended to date (incorporated
                         herein by reference to Exhibit 3.02 to Registrant's
                         Annual Report on Form 10-K for the fiscal year ended
                         December 31, 1993).

               4.04      Registrant's 1991 Employee Stock Purchased Plan, as
                         amended.

               5.01      Opinion of Cooley Godward LLP.

              23.01      Consent of Cooley Godward LLP (included in 
                         Exhibit 5.01).

              23.02      Consent of Ernst & Young LLP, Independent Auditors.

              24.01      Power of Attorney is contained on signature pages.

                                       4
5

ITEM 9.  UNDERTAKINGS.

                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;

                         (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;

                         (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 paragraphs (1)(i) and (1)(ii)
above 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

                         (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                         (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

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

                                       5
6

                Insofar as indemnification for liabilities arising under the
Securities Act may be permitted for directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                     EXPERTS

                The consolidated financial statements of Genelabs Technologies,
Inc., appearing in Genelabs Technologies, Inc.'s Annual Report (Form 10-K) for
the year ended December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                       6
7

                                   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 Redwood City, State of California, on the 25th
day of June 1997.

                                        GENELABS TECHNOLOGIES, INC.

                                        By:  /s/ IRENE A. CHOW
                                             ----------------------------------
                                             Chief Executive Officer, President
                                             and Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Irene A. Chow and Melinda Griffith, and
each of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

/s/ IRENE A. CHOW               Chief Executive Officer,       June 25, 1997
----------------------------    President and Director
    Irene A. Chow
PRINCIPAL FINANCIAL OFFICER:

/s/ JAMES A.D. SMITH            Chief Operating Officer        June 25, 1997
----------------------------
    James A.D. Smith
PRINCIPAL ACCOUNTING OFFICER:

/s/ MATTHEW M. LOAR             Director of Finance and        June 25, 1997
----------------------------    Controller
    Matthew M. Loar
7
8
ADDITIONAL DIRECTORS:

/s/ EDGAR G. ENGLEMAN           Director                       June 25, 1997
----------------------------
    Edgar G. Engleman

/s/ ARTHUR GRAY, JR.            Director                       June 25, 1997
----------------------------
    Arthur Gray, Jr.

/s/ H. H. HAIGHT                Director                       June 25, 1997
----------------------------
    H. H. Haight

/s/ DAMARIS SKOURAS             Director                       June 25, 1997
----------------------------
    Damaris Skouras

                                Director
----------------------------
Nina K. Wang
8
9

                                  EXHIBIT INDEX
Exhibit No.                            Description
-----------                            -----------
4.01         Registrant's Amended and Restated Articles of Incorporation
                (incorporated herein by reference to Exhibit 3.01 to
                Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1991).

   4.02         Registrant's Certificate of Determination of Preferences of 
                Series A Convertible Preferred Stock of Genelabs Technologies,
                Inc. (incorporated herein by reference to Exhibit 10.37 to
                Registrant's Quarterly Report on Form 10-Q for the Quarter ended
                June 30, 1995).

   4.03         Registrant's Bylaws, as amended to date (incorporated herein
                by reference to Exhibit 3.02 to Registrant's Annual Report on
                Form 10-K for the fiscal year ended December 31, 1993).

   4.04         Registrant's 1991 Employee Stock Purchase Plan, as amended.

   5.01         Opinion of Cooley Godward LLP.

  23.01         Consent of Cooley Godward LLP (included in Exhibit 5.01).

  23.02         Consent of Ernst & Young LLP, Independent Auditors.

  24.01         Power of Attorney (see page 7).
9