<PAGE>   1

     As filed with the Securities and Exchange Commission on June 30, 1997
                                                  Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            _______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            _______________________

                          SHAMAN PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    94-3095806
   (State or other jurisdiction              (IRS Employer Identification No.)
 of incorporation or organization)

                             213 EAST GRAND AVENUE
                     SOUTH SAN FRANCISCO, CALIFORNIA  94080
              (Address of principal executive offices) (Zip Code)

                            ________________________

                             1992 STOCK OPTION PLAN
                            (Full title of the Plan)
                            _______________________

                                 LISA A. CONTE
         PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                          SHAMAN PHARMACEUTICALS, INC.
             213 EAST GRAND AVENUE, SOUTH SAN FRANCISCO, CA  94080
                    (Name and address of agent for service)
                                 (415) 952-7070
         (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>
 Options to Purchase Common        700,000                 N/A                N/A                  N/A
 Stock

 Common Stock, $0.001 par          700,000 shares         $5.64             $3,948,000          $1,196.36
 value
</TABLE>


(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1992 Stock Option 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 outstanding shares of Shaman
     Pharmaceuticals, Inc. 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 Shaman
     Pharmaceuticals, Inc. on June 26, 1997 as reported by the Nasdaq National
     Market.
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference

         Shaman Pharmaceuticals, 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, 1996, as filed with the Commission on
                 March 12, 1997, and as amended on March 13, 1997, pursuant to
                 Section 13 of the Securities Exchange Act of 1934, as amended
                 (the "Exchange Act");

         (b)     The Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 31, 1997, filed with the Commission on May
                 8, 1997 pursuant to Section 13 of the Exchange Act; and

         (c)     The Registrant's Registration Statement No. 0-21022 on Form
                 8-A filed with the Commission on December 18, 1992, as amended
                 by Amendment Nos. 1, 2 and 3 filed on January 19, January 21,
                 and January 26, 1993, 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 Exchange 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 Securities

         Not applicable.


Item 5.  Interests of Named Experts and Counsel

         Not applicable.


Item 6.  Indemnification of Directors and Officers

         Pursuant to the General Corporation Law of Delaware ("Delaware Law"),
the Registrant has adopted provisions in its Amended and Restated Certificate
of Incorporation which eliminate the personal liability of each member of the
Registrant's Board of Directors to the Registrant and its stockholders for
monetary damages for breach of such Board member's fiduciary duties in certain
circumstances and authorize the Registrant to indemnify its Board members,
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 Board members and permit the Registrant to indemnify its
officers, employees and other agents to the fullest extent permitted by
Delaware Law.





<PAGE>   3
         The Registrant's Amended and Restated Certificate of Incorporation
expressly authorizes the use of indemnification agreements.  The Registrant has
entered into such indemnification agreements with all of its officers and Board
members.  The form of such agreements was approved by the Registrant's
stockholders in January 1993.


Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.  Exhibits

<TABLE>
<CAPTION>
Exhibit Number       Exhibit
--------------       -------
    <S>              <C>
    4.1              Instruments Defining Rights of Stockholders.  Reference
                     is made to Registrant's Registration Statement No. 0-21022 on Form
                     8-A and Amendments Nos. 1, 2 and 3 thereto, which are incorporated
                     herein by reference pursuant to Item 3(c) of this Registration Statement.
    5.1              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 5.1.
    24.1             Power of Attorney.  Reference is made to page II-4 of this Registration
                     Statement.
    99.1             Shaman Pharmaceuticals, Inc. 1992 Stock Option Plan (as Amended and Restated on
                     February 14, 1997).
    99.2*            Form of Notice of Grant with Stock Option Agreement.
    99.3*            Form of Addendum to Stock Option Agreement (Special Tax Elections).
    99.4*            Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Rights).
    99.5             Form of Non-Employee Director Automatic Stock Option Agreement.
    ----------------------                                                          
</TABLE>
    *    Exhibits 99.2, 99.3 and 99.4 are incorporated herein by reference to
         Exhibits 99.2, 99.3 and 99.4, respectively, to Registrant's
         Registration Statement No. 33-66450 filed with the Commission on July
         23, 1993.


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 Exchange 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 at the termination of the
Registrant's 1992 Stock Option Plan.





                                         II-2
<PAGE>   4
         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
Exchange 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 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 South San Francisco,
State of California, on this 27th of June, 1997.

                                  SHAMAN PHARMACEUTICALS, INC.



                                  By:   /s/ LISA A. CONTE
                                     -------------------------------------
                                     Lisa A. Conte
                                     President, Chief Executive Officer and
                                     Chief Financial Officer

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned officers and directors of Shaman Pharmaceuticals,
Inc., a Delaware corporation, do hereby constitute and appoint Lisa A. Conte,
the lawful attorney-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
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/ LISA A. CONTE                         President, Chief Executive                 June 27, 1997
----------------------------------         Officer, Chief Financial Officer                                              
Lisa A. Conte                              and Director (Principal Executive
                                           and Financial Officer)
                                           
</TABLE>





                                             II-4
<PAGE>   6
<TABLE>
<CAPTION>
Signatures                                 Title                                     Date
----------                                 -----                                     ----
<S>                                       <C>                                <C>
 /s/ G. KIRK RAAB                          Chairman of the Board                     June 27, 1997
----------------------------------                                                                  
G. Kirk Raab



 /s/ HERBERT H. MCDADE                     Director                                  June 27, 1997
--------------------------                                                                  
Herbert H. McDade, Jr.



 /s/ M. DAVID TITUS                        Director                                  June 27, 1997
----------------------------------                                                                  
M. David Titus



 /s/ JOHN A. YOUNG                         Director                                  June 27, 1997
----------------------------------                                                                  
John A. Young
</TABLE>





                                               II-5
<PAGE>   7
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933


                          SHAMAN PHARMACEUTICALS, INC.





<PAGE>   8
                                 EXHIBIT INDEX




<TABLE>
<CAPTION>
        Exhibit
        Number       Exhibit
        ------       -------
        <S>          <C>
        4.1          Instruments Defining Rights of Stockholders.  Reference
                     is made to Registrant's Registration Statement No. 0-21022
                     on Form 8-A and Amendments No. 1, 2 and 3 thereto, which are
                     incorporated herein by reference pursuant to Item 3(c) of this
                     Registration Statement.
        5.1          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 5.1.
        24.1         Power of Attorney.  Reference is made to page II-4 of this Registration
                     Statement.
        99.1         Shaman Pharmaceuticals, Inc. 1992 Stock Option Plan (as Amended and
                     Restated on February 14, 1997).
        99.2*        Form of Notice of Grant with Stock Option Agreement.
        99.3*        Form of Addendum to Stock Option Agreement (Special Tax Elections).
        99.4*        Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Rights).
        99.5         Form of Non-Employee Director Automatic Stock Option Agreement.
        ----------------------                                                      
</TABLE>
        *        Exhibits 99.2, 99.3 and 99.4 are incorporated herein by
                 reference to Exhibits 99.2, 99.3 and 99.4, respectively, to
                 Registrant's Registration Statement No. 33-66450 filed with
                 the Commission on July 23, 1993.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19325}]
{"company-data": {"conformed-name": "SHAMAN PHARMACEUTICALS INC", "cik": "0000891933", "assigned-sic": "2834", "irs-number": "943095806", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30365", "film-number": "97632972"}, "business-address": {"street1": "213 E GRAND AVE SO", "city": "SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "4159527070"}, "mail-address": {"street1": "213 E GRAND AVE", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080"}}
1

     As filed with the Securities and Exchange Commission on June 30, 1997
                                                  Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            _______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            _______________________

                          SHAMAN PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    94-3095806
   (State or other jurisdiction              (IRS Employer Identification No.)
 of incorporation or organization)

                             213 EAST GRAND AVENUE
                     SOUTH SAN FRANCISCO, CALIFORNIA  94080
              (Address of principal executive offices) (Zip Code)

                            ________________________

                             1992 STOCK OPTION PLAN
                            (Full title of the Plan)
                            _______________________

                                 LISA A. CONTE
         PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                          SHAMAN PHARMACEUTICALS, INC.
             213 EAST GRAND AVENUE, SOUTH SAN FRANCISCO, CA  94080
                    (Name and address of agent for service)
                                 (415) 952-7070
         (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
===========================================================================================================
Options to Purchase Common        700,000                 N/A                N/A                  N/A
 Stock

 Common Stock, $0.001 par          700,000 shares         $5.64             $3,948,000          $1,196.36
 value
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1992 Stock Option 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 outstanding shares of Shaman
     Pharmaceuticals, Inc. 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 Shaman
     Pharmaceuticals, Inc. on June 26, 1997 as reported by the Nasdaq National
     Market.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Shaman Pharmaceuticals, 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, 1996, as filed with the Commission on
                 March 12, 1997, and as amended on March 13, 1997, pursuant to
                 Section 13 of the Securities Exchange Act of 1934, as amended
                 (the "Exchange Act");

         (b)     The Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 31, 1997, filed with the Commission on May
                 8, 1997 pursuant to Section 13 of the Exchange Act; and

         (c)     The Registrant's Registration Statement No. 0-21022 on Form
                 8-A filed with the Commission on December 18, 1992, as amended
                 by Amendment Nos. 1, 2 and 3 filed on January 19, January 21,
                 and January 26, 1993, 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 Exchange 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 Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Pursuant to the General Corporation Law of Delaware ("Delaware Law"),
the Registrant has adopted provisions in its Amended and Restated Certificate
of Incorporation which eliminate the personal liability of each member of the
Registrant's Board of Directors to the Registrant and its stockholders for
monetary damages for breach of such Board member's fiduciary duties in certain
circumstances and authorize the Registrant to indemnify its Board members,
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 Board members and permit the Registrant to indemnify its
officers, employees and other agents to the fullest extent permitted by
Delaware Law.
3
         The Registrant's Amended and Restated Certificate of Incorporation
expressly authorizes the use of indemnification agreements.  The Registrant has
entered into such indemnification agreements with all of its officers and Board
members.  The form of such agreements was approved by the Registrant's
stockholders in January 1993.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits
Exhibit Number       Exhibit
--------------       -------
4.1              Instruments Defining Rights of Stockholders.  Reference
                     is made to Registrant's Registration Statement No. 0-21022 on Form
                     8-A and Amendments Nos. 1, 2 and 3 thereto, which are incorporated
                     herein by reference pursuant to Item 3(c) of this Registration Statement.
    5.1              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 5.1.
    24.1             Power of Attorney.  Reference is made to page II-4 of this Registration
                     Statement.
    99.1             Shaman Pharmaceuticals, Inc. 1992 Stock Option Plan (as Amended and Restated on
                     February 14, 1997).
    99.2*            Form of Notice of Grant with Stock Option Agreement.
    99.3*            Form of Addendum to Stock Option Agreement (Special Tax Elections).
    99.4*            Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Rights).
    99.5             Form of Non-Employee Director Automatic Stock Option Agreement.
    ----------------------
*    Exhibits 99.2, 99.3 and 99.4 are incorporated herein by reference to
         Exhibits 99.2, 99.3 and 99.4, respectively, to Registrant's
         Registration Statement No. 33-66450 filed with the Commission on July
         23, 1993.

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 Exchange 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 at the termination of the
Registrant's 1992 Stock Option Plan.

                                         II-2
4
         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
Exchange 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 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 South San Francisco,
State of California, on this 27th of June, 1997.

                                  SHAMAN PHARMACEUTICALS, INC.

                                  By:   /s/ LISA A. CONTE
                                     -------------------------------------
                                     Lisa A. Conte
                                     President, Chief Executive Officer and
                                     Chief Financial Officer

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned officers and directors of Shaman Pharmaceuticals,
Inc., a Delaware corporation, do hereby constitute and appoint Lisa A. Conte,
the lawful attorney-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
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/ LISA A. CONTE                         President, Chief Executive                 June 27, 1997
----------------------------------         Officer, Chief Financial Officer                                              
Lisa A. Conte                              and Director (Principal Executive
                                           and Financial Officer)
II-4
6
Signatures                                 Title                                     Date
----------                                 -----                                     ----
/s/ G. KIRK RAAB                          Chairman of the Board                     June 27, 1997
----------------------------------                                                                  
G. Kirk Raab

 /s/ HERBERT H. MCDADE                     Director                                  June 27, 1997
--------------------------                                                                  
Herbert H. McDade, Jr.

 /s/ M. DAVID TITUS                        Director                                  June 27, 1997
----------------------------------                                                                  
M. David Titus

 /s/ JOHN A. YOUNG                         Director                                  June 27, 1997
----------------------------------                                                                  
John A. Young
II-5
7
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933

                          SHAMAN PHARMACEUTICALS, INC.
8
                                 EXHIBIT INDEX
Exhibit
        Number       Exhibit
        ------       -------
4.1          Instruments Defining Rights of Stockholders.  Reference
                     is made to Registrant's Registration Statement No. 0-21022
                     on Form 8-A and Amendments No. 1, 2 and 3 thereto, which are
                     incorporated herein by reference pursuant to Item 3(c) of this
                     Registration Statement.
        5.1          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 5.1.
        24.1         Power of Attorney.  Reference is made to page II-4 of this Registration
                     Statement.
        99.1         Shaman Pharmaceuticals, Inc. 1992 Stock Option Plan (as Amended and
                     Restated on February 14, 1997).
        99.2*        Form of Notice of Grant with Stock Option Agreement.
        99.3*        Form of Addendum to Stock Option Agreement (Special Tax Elections).
        99.4*        Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Rights).
        99.5         Form of Non-Employee Director Automatic Stock Option Agreement.
        ----------------------
*        Exhibits 99.2, 99.3 and 99.4 are incorporated herein by
                 reference to Exhibits 99.2, 99.3 and 99.4, respectively, to
                 Registrant's Registration Statement No. 33-66450 filed with
                 the Commission on July 23, 1993.