<PAGE>   1

    As filed with the Securities and Exchange Commission on December 4, 1995
                                                     Registration No. ________
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                   --------

                             ONCOGENE SCIENCE, INC.
             (Exact name of registrant as specified in its charter)

                                   --------


              Delaware                              13-3159796
    ------------------------------         ----------------------------
    (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)              Identification No.)

       106 Charles Lindbergh Blvd.
             Uniondale, NY                             11553
    --------------------------------        -----------------------------
     (Address of principal executive                 (Zip Code)
     offices)


                                   --------

                             ONCOGENE SCIENCE, INC.
                        1993 INCENTIVE AND NON-QUALIFIED
                               STOCK OPTION PLAN
                            (Full title of the plan)

                                   --------

                             ROBERT L. VAN NOSTRAND
                             ONCOGENE SCIENCE, INC.
                          106 CHARLES LINDBERGH BLVD.
                           UNIONDALE, NEW YORK  11553
                                 (516) 222-0023
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   --------

                                    Copy to:

                        SPENCER W. FRANCK, JR., ESQUIRE
                           SAUL, EWING, REMICK & SAUL
                            3800 CENTRE SQUARE WEST
                        PHILADELPHIA, PENNSYLVANIA 19102
                                 (215) 972-1955

                                   --------

               See next page for calculation of registration fee.

                                   --------

         The prospectus included in this registration statement also relates to
securities covered by the Registrant's registration statement on Form S-8 (File
No. 33-8980) initially filed on September 24, 1986 and amended on December 21,
1990, and its registration statement on Form S-8 (File No. 33-38443) initially
filed on December 21, 1990.
<PAGE>   2
                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==========================================================================================================
                                         Proposed          Proposed
       Title of         Amount to         Maximum           Maximum          Amount of Registration Fee(4)
   Securities to be         be        Offering Price       Aggregate
      Registered     Registered(1)       Per Share         Offering
                                                           Price(4)
- ----------------------------------------------------------------------------------------------------------
  <S>                 <C>                  <C>         <C>                             <C>
  Common Stock, Par   142,875(2)           $3.50       $  500,062.50
  Value $.01 Per      413,500(2)            4.00        1,654,000.00
  Share               321,500(2)            4.125       1,326,187.50
                      167,000(2)            4.375         730,625.00
                      555,125(3)            5.938       3,296,322.25
                      ----------                        ------------
                      1,600,000                        $7,507,207.25                   $2,588.69
                      =========                         ============
==========================================================================================================
</TABLE>





(1)      Pursuant to Rule 429 under the Securities Act of 1933, as amended, in
         addition to the shares reflected in the above table, the prospectus
         included as a part of this registration statement covers an aggregate
         of 1,800,000 shares of the Registrant's Common Stock (the "Previously
         Registered Shares") issuable pursuant to the Registrant's 1985 Stock
         Option Plan and 1989 Incentive and Non-Qualified Stock Option Plan,
         which were registered under the Registrant's registration statements
         on Form S-8 filed on September 24, 1986 (File No. 33-8980) and
         December 21, 1990 (File No. 33-38443).  The Previously Registered
         Shares are not reflected in the above table, and no registration fee
         is being paid with respect thereto upon the filing of this
         registration statement.

(2)      Represents shares issuable upon exercise of options previously granted
         under the 1993 Incentive and Non-Qualified Stock Option Plan (the
         "Plan").

(3)      Represents shares issuable in connection with options available for
         grant under the Plan.

(4)      The registration fee with respect to these shares has been computed
         in accordance with paragraph (c) and (h) of Rule 457, based upon, in
         the case of options previously granted, the stated exercise price of
         such options, and, in the case of options still available for grant,
         the average of the reported high and low sale prices of shares of
         the Common Stock on November 28, 1995.





                                      -2-
<PAGE>   3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION.(1)

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
                 INFORMATION.(1)

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The documents listed in clauses (a), (b) and (c) below are
incorporated herein by this reference thereto, and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by this reference in this registration statement and to be a part
hereof from the date of filing of such documents:

      (a)        The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994.

      (b)        The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended December 30, 1994, and March 31 and June 30, 1995, and the
Registrant's Current Reports on Form 8-K dated April 19, 1995 and August 2,
1995.

      (c)        The description of the Common Stock contained in the
registration statement filed by the Registrant to register such securities
under Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.

ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

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

(1) The information called for by Part I of Form S-8 is currently included in
    the description of the Registrant's 1993 Incentive and Non-Qualified
    Stock Option Plan (the "Plan") delivered to eligible persons under the
    Plan.  Pursuant to the Note to Part I of Form S-8, this information is not
    being filed with or included in this Form S-8.

    Pursuant to General Instruction C of Form S-8, this Registration Statement
    contains a prospectus prepared in accordance with the requirements of
    Part I of Form S-3 relating to reofferings and resales of shares of the
    Registrant's common stock acquired pursuant to the Plan by persons who
    may be deemed to be "affiliates" of the Registrant.

                                      -3-
<PAGE>   4
ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or another enterprise if serving at the request of the
corporation.  Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action by or in the right of the corporation, no
indemnification may be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine that despite the adjudication
of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses that the court
shall deem proper.  Section 145 further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him or her in connection
therewith.

                 The Registrant's Certificate of Incorporation provides that
the Registrant shall, to the fullest extent permitted by law, indemnify all
directors, officers, employees and agents of the Company.  The Certificate of
Incorporation also contains a provision eliminating the liability of directors
of the Registrant to the Registrant or its stockholders for monetary damages,
except under certain circumstances.  The Certificate of Incorporation also
permits the Registrant to maintain insurance to protect itself and any
director, officer, employee or agent against any liability with respect to
which the Corporation would have the power to indemnify such persons under the
Delaware General Corporation Law.  The Registrant maintains an insurance policy
insuring its directors and officers against certain liabilities.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

ITEM 8.          EXHIBITS.

                 The following is a list of exhibits filed as part of the
Registration Statement:

                 5        Opinion of Saul, Ewing, Remick & Saul.

                 10       1993 Incentive and Non-Qualified Stock Option Plan.

                 23.1     Consent of KPMG Peat Marwick LLP, independent public
                          accountants.

                 23.2     Consent of Saul, Ewing, Remick & Saul (contained in
                          Exhibit No. 5).

                 24       Power of Attorney (included on signature page of the
                          registration statement).





                                      -4-
<PAGE>   5
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;

                          (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;

                 (2)      that, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof;

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

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

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liability (other than 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 Act and will be governed by the final
adjudication of such issue.





                                      -5-
<PAGE>   6
PROSPECTUS

                                1,204,500 SHARES

                             ONCOGENE SCIENCE, INC.

                                  COMMON STOCK

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


         This Prospectus relates to the offer and sale by certain stockholders
(the "Selling Stockholders") of Oncogene Science, Inc., a Delaware corporation
(the "Company"), of up to 1,204,500 shares (the "Shares") of common stock, par
value $.01 per share ("Common Stock"), of the Company, which may be acquired
from time to time by the Selling Stockholders upon their exercise of options
under the Company's 1985 Stock Option Plan, 1989 Incentive and Non-Qualified
Stock Option Plan and 1993 Incentive and Non-Qualified Stock Option Plan (the
"Option Plans").  The distribution of the Shares may be effected in one or more
transactions through one or more brokers or dealers, through privately
negotiated transactions or otherwise, at market prices prevailing at the time
of sale or at prices otherwise negotiated.  None of the proceeds from the
resale of the Shares will be received by the Company.

         The Company's Common Stock is included for quotation on the NASDAQ
National Market System (the "NMS") under the symbol "ONCS."  On November 28,
1995, the closing sales price of the Company's Common Stock as quoted on the
NMS was $5.875 per share.


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

     INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES CERTAIN RISKS.
                      SEE "RISK FACTORS" ON PAGE 2 HEREOF.

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


 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
            EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
     PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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



                The date of this Prospectus is December 4, 1995
<PAGE>   7
                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  The reports, proxy and information
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission located
at 450 Fifth Street, N.W., Room 1024, Washington, D.C.  20549, and at the
public reference facilities in the regional offices of the Commission located
at 7 World Trade Center, Suite 1300, New York, New York  10048, and 500 West
Madison Street, Suite 1400, Chicago, Illinois  60661.  Copies of such material
can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C.  20549, at prescribed rates.

         This Prospectus is part of a registration statement that the
Registrant has filed with the Commission covering securities issuable pursuant
to the Registrant's 1993 Incentive and Non-Qualified Stock Option Plan.  This
Prospectus also relates to securities issuable pursuant to the Registrant's
1985 Stock Option Plan and 1989 Incentive and Non-Qualified Stock Option Plan,
which securities were covered by the Registrant's registration statements
initially filed on September 24, 1986 (File No. 33-8980) and December 21, 1990
(File No. 33-38443), respectively.  A copy of any document (but not exhibits
thereto) incorporated by reference in the registration statement of which this
Prospectus forms a part (or the registration statements covering the securities
issuable pursuant to the Registrant's 1985 Stock Option Plan or 1989 Incentive
and Non-Qualified Stock Option Plan), but which is not delivered with this
Prospectus, will be provided by the Company without charge to any person to
whom this Prospectus has been delivered, upon the oral or written request of
such person.  Such requests should be directed to Robert L. Van Nostrand, Vice
President, Finance and Administration, Oncogene Science, Inc., 106 Charles
Lindbergh Boulevard, Uniondale, New York  11553; telephone (516) 222-0023.

                                  RISK FACTORS

                 IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY
AND ITS BUSINESS BEFORE PURCHASING SHARES OF THE COMMON STOCK OFFERED HEREBY.

         UNCERTAINTIES RELATED TO CLINICAL TRIALS.  Before obtaining regulatory
approvals for the commercial sale of any of its products under development, the
Company must demonstrate through preclinical studies and clinical trials that
the product is safe and effective for use in each target indication.  The
results from preclinical studies and early clinical trials may not be
predictive of results that will be obtained in large-scale testing, and there
can be no assurance that the Company's clinical trials will demonstrate
sufficient safety and efficacy to obtain the requisite regulatory approvals or
will result in marketable products.  In addition, clinical trials are often
conducted with patients having the most advanced stages of the disease.  During
the course of treatment, these patients can die or suffer other adverse medical
effects for reasons that may not be related to the pharmaceutical agent being
tested but which can nevertheless affect clinical trial results.  A number of
companies in the pharmaceutical industry have suffered significant setbacks in
advanced clinical trials, even after promising results in earlier trials.

         The rate of completion of the Company's clinical trials is dependent
upon, among other factors, the rate of patient enrollment.  Patient enrollment
is a function of many factors, including the size of the patient population,
the nature of the protocol, the proximity of patients to clinical sites and the
eligibility





                                      A-2
<PAGE>   8
criteria for the study.  Delays in planned patient enrollment may result in
increased costs and delays, which could have a material adverse effect on the
Company.  There can be no assurance that any proposed clinical trial schedules
will be met or that any of the Company's products in development will receive
marketing approval in any country on a timely basis, or at all.  If the Company
is unable to complete clinical trials or demonstrate the safety and efficacy of
any particular product it is seeking to develop, the Company's business,
financial condition and results of operation could be materially and adversely
affected.  See "Business -- Government Regulation."

         UNCERTAINTIES RELATED TO THE EARLY STAGE OF DEVELOPMENT; TECHNOLOGICAL
UNCERTAINTIES.  Nearly all of the Company's product candidates are in the
research or development stage and only one proposed product has progressed to
the clinical trial stage.  There can be no assurance that product revenues will
be realized on a timely basis, if ever.

         The development of new pharmaceutical products is highly uncertain and
subject to a number of significant risks.  Potential products that appear to be
promising at early stages of development may not reach the market for a number
of reasons.  Potential products may be found ineffective or cause harmful side
effects during preclinical testing or clinical trials, fail to receive
necessary regulatory approvals, be difficult to manufacture on a large scale,
be uneconomical, fail to achieve market acceptance or be precluded from
commercialization by proprietary rights of third parties.  There can be no
assurance that the Company's product development efforts will be successfully
completed, that required regulatory approvals can be obtained or that any
products, if introduced, will be successfully marketed or achieve customer
acceptance.  Commercial availability of any of the Company's products, is not
expected for a number of years, if at all.

         HISTORY OF LOSSES.  The Company has sustained net losses from
operations in each fiscal year since its inception, and anticipates that such
losses will continue for some time.  The Company has been, and will continue to
be, dependent upon collaborative research revenues, government research grants,
interest income and cash balances until products developed from its technology
are commercially marketed.  While the Company currently is involved in certain
collaborative research programs with major pharmaceutical companies, there can
be no assurance that such programs will not be terminated, that such programs
will lead to the development of marketable or profitable products, that the
Company will be able to secure additional collaborative research contracts in
the future or that any future contracts, if any, will be profitable or will
lead to the development of marketable or profitable products.

         NEED FOR FUTURE FUNDING; UNCERTAINTY OF ACCESS TO CAPITAL.  The
Company will require substantial additional funding in order to continue its
research, product development, preclinical testing and clinical trials of its
product candidates.  The Company will also require additional funding for
operating expenses and the pursuit of regulatory approvals for its product
candidates.  The Company's future capital requirements will depend on many
factors, including continued scientific progress in its research and
development programs, the size and complexity of these programs, progress with
preclinical testing and clinical trials, the time and costs involved in
obtaining regulatory approvals, the costs involved in filing, prosecuting and
enforcing patent claims, competing technological and market developments, the
establishment of additional collaborative arrangements, the cost of
manufacturing arrangements, commercialization activities, and the cost of
product in-licensing and strategic acquisitions, if any.  There can be no
assurance that the Company's cash reserves and other liquid assets, including
the net proceeds of this offering and funding that may be received from the
Company's commercial partners and interest income earned thereon, will be
adequate to satisfy its capital and operating requirements.





                                      A-3
<PAGE>   9
         The Company intends to seek additional funding through arrangements
with corporate collaborators and through public or private sales of the
Company's securities, including equity securities.  There can be no assurance,
however, that additional funding will be available on reasonable terms, if at
all.  Any additional equity financings would be dilutive to the Company's
stockholders.  If adequate funds are not available, the Company may be required
to curtail significantly one or more of its research and development programs
and/or obtain funds through arrangements with collaborative partners or others
that may require the Company to relinquish rights to certain of its
technologies or product candidates.

         DEPENDENCE ON COLLABORATIVE RELATIONSHIPS.  The Company has
established collaborative arrangements with various pharmaceutical companies
with respect to the discovery and development of drugs for various disease
targets.  The Company will be dependent upon these outside partners to conduct
preclinical testing and clinical trials and to provide adequate funding for the
Company's development programs.  Under certain of these arrangements, the
Company's commercial partners may have all or a significant portion of the
development and regulatory approval responsibilities.  Failure of the
commercial partners to develop marketable products or to gain the appropriate
regulatory approvals would have a material adverse effect on the Company's
business, financial condition and results of operations.

         In most cases, the Company cannot control the amount and timing of
resources its commercial partners devote to the Company's programs or potential
products.  If any of the Company's commercial partners were to breach or
terminate its agreements with the Company or otherwise fail to conduct its
collaborative activities in a timely manner, the preclinical or clinical
development or commercialization of product candidates or research programs
would be delayed, and the Company would be required to devote additional
resources to product development and commercialization, or terminate certain
development programs.  The termination of collaborative arrangements would have
a material adverse effect on the Company's business, financial condition and
results of operations.  There can be no assurance that disputes will not arise
in the future with respect to the ownership of rights to any technology
developed with third parties.  These and other possible disagreements between
collaborators and the Company could lead to delays in the result in the
collaborative research, development or commercialization of certain product
candidates or could require or result in litigation or arbitration, which would
be time-consuming and expensive, and would have a material adverse effect on
the Company's business, financial condition and results of operations.

         NO ASSURANCE OF PROTECTION OF IMPORTANT PATENTS AND PROPRIETARY
TECHNOLOGY.  The Company's success depends in part on its ability to obtain
patents, maintain trade secret protection and operate without infringing on the
proprietary rights of third parties.  The Company has filed or acquired more
than 95 applications for United States patents and over 110 applications for
foreign patents.  The Company currently owns 17 issued United States patents
and 23 granted foreign patents.  There can be no assurance that any of the
Company's pending patent applications will be approved, that the Company will
develop additional proprietary technologies that are patentable, that any
patents issued to the Company or its licensors will provide a basis for
commercially viable products or will provide the Company with any competitive
advantages or will not be challenged by third parties, or that the patents of
others will not have an adverse effect on the ability of the Company to do
business.  In addition, patent law relating to the scope of claims in which the
technology fields in which the Company operates is still evolving.
Consequently, the degree of future protection for the Company's proprietary
rights is uncertain.  Furthermore, there can be no assurance that others will
not independently develop similar or alternative technologies, duplicate any of
the Company's technologies, or, if patents are issued to the Company, design
around the patented technologies developed by the Company.  In addition, the
Company could





                                      A-4
<PAGE>   10
incur substantial costs in litigation if it is required to defend itself in
patent suits brought by third parties or if it initiates such suits.

         The Company is aware of patent applications filed by, or patents
issued to, other entities with respect to technology potentially useful to the
Company and, in some cases, related to the products and processes being used or
developed by the Company.  The Company currently cannot assess the effect, if
any, that these applications and/or patents may have on its future operations.
The extent to which efforts by other researchers have resulted or will result
in patents and the extent to which the issuance of patents to others would have
a material adverse effect on the Company or would force the Company to obtain
licenses from others, if available, currently is unknown.

         The Company is aware of several patents and patent applications owned
by others who may allege infringement by the Company with respect to products
the Company is seeking to develop.  Although the Company does not believe that
its operations or technology infringes upon any valid claim contained in any
patent owned by any other person, there can be no assurance that the Company's
operations or technology will not infringe upon the rights of any third party.

         The Company relies on secrecy to protect technology where patent
protection is not believed to be appropriate or obtainable.  The Company has
entered, and will continue to enter, into confidentiality agreements with its
employees, consultants, licensors and collaborative partners.  There can be no
assurance, however, that others will not independently develop substantially
equivalent proprietary information and techniques or otherwise gain access to
the Company's trade secrets, that such obligations of confidentiality will be
honored or that the Company will be able to effectively protect its rights to
proprietary information.

         GOVERNMENT REGULATION; NO ASSURANCE OF REGULATORY APPROVAL.  The
Company's research, preclinical testing and clinical trials of its product
candidates are, and the manufacturing and marketing of its products will be,
subject to extensive and rigorous regulation by numerous governmental
authorities in the United States and in other countries where the Company
intends to test and market its product candidates.

         Prior to marketing, any product developed by the Company must undergo
an extensive regulatory approval process.  This regulatory process, which
includes preclinical testing and clinical trials, and may include
post-marketing surveillance, of each compound to establish its safety and
efficacy, can take many years and require the expenditure of substantial
resources.  Data obtained from preclinical and clinical activities are
susceptible to varying interpretations which could delay, limit or prevent
regulatory approval.  In addition, delays or rejections may be encountered
based upon changes in FDA policy for drug approval during the period of product
development and FDA regulatory review of each submitted new drug application
("NDA").  Similar delays may also be encountered in foreign countries.  There
can be no assurance that regulatory approval will be obtained for any drugs
developed by the Company.  Moreover, regulatory approval may entail limitations
on the indicated use of the drug.  Further, even if regulatory approval is
obtained, a marketed drug and its manufacturer are subject to continuing
review.  Discovery of previously unknown problems with a product or
manufacturer may have adverse effects on the Company's business, financial
condition and results of operations, including withdrawal of the product from
the market.  Violations of regulatory requirements at any stage,including
preclinical testing and clinical trials, the approval process or post-approval,
may result in various adverse consequences including the FDA's delay in
approving or its refusal to approve a product, withdrawal of an approved
product from the market and the imposition of criminal penalties against the
manufacturer and NDA holder.  The





                                      A-5
<PAGE>   11
Company has not submitted any Investigational New Drug application for any
product candidate, and no product candidate has been approved for
commercialization in the United States or elsewhere.  No assurance can be given
that the Company will be able to obtain FDA approval for any products.  Failure
to obtain requisite governmental approvals or failure to obtain approvals of
the scope requested will delay or preclude the Company or its licensees or
marketing partners from marketing the Company's products or limit the
commercial use of the products and will have a material adverse effect on the
Company's business, financial condition and results of operations.

         COMPETITION AND RISK OF TECHNOLOGICAL OBSOLESCENCE.  The Company
operates in a rapidly evolving field.  New developments are expected to
continue at a rapid pace in both industry and in academia.  Competition in
technology development from large pharmaceutical companies, biotechnology
companies, joint ventures, research and academic institutions and others is
intense and expected to increase.  Many of these companies and institutions
have substantially greater capital resources, research and development staffs,
experience and facilities than the Company.  These entities represent
significant long-term competition for the Company.  In addition, the Company's
competitors might succeed in developing technologies that are more effective
than those that are being developed by the Company or that otherwise would
render the Company's technologies obsolete or noncompetitive.

         UNCERTAINTIES RELATED TO PHARMACEUTICAL PRICING AND REIMBURSEMENT.
The Company's business, financial condition and results of operations may be
materially adversely affected by the continuing efforts of government and
third-party payors to contain or reduce the costs of health care through
various means.  For example, in certain foreign markets, pricing and/or
profitability of prescription pharmaceuticals are subject to government
control.  In the United States, the Company expects that there will continue to
be a number of federal and state proposals to implement similar government
control.  In addition, increasing emphasis on managed care in the United States
will continue to put pressure on pharmaceutical pricing.  Cost control
initiatives could decrease the price that the Company or any of its licensees
receives for any products it may develop and sell in the future and have a
material adverse effect on the Company's business, financial condition and
results of operations.  Further, to the extent that cost control initiatives
have a material adverse effect on the Company's commercial partners, the
Company's ability to commercialize its products may be adversely affected.

         The Company's ability to commercialize pharmaceutical products may
depend in part on the extent to which reimbursement for the products will be
available from government and health administration authorities, private health
insurers and other third-party payors.  Significant uncertainty exists as to
the reimbursement status of newly approved health care products, and
third-party payors, including Medicare, are increasingly challenging the prices
charged for medical products and services.  There can be no assurance that any
third-party insurance coverage will be available to patients for any products
developed by the Company.  Government and other third-party payors are
increasingly attempting to contain health care costs by limiting both coverage
and the level of reimbursement for new therapeutic products and by refusing in
some cases to provide coverage for uses of approved products for disease
indications for which the FDA has not granted labeling approval.  If adequate
coverage and reimbursement levels are not provided by government and other
third-party payors for the Company's products, the market acceptance of these
products would be adversely affected.

         NO MANUFACTURING EXPERIENCE; RELIANCE ON THIRD-PARTY MANUFACTURING.
The Company's strategy for development and commercialization of certain of its
products is dependent upon entering into various arrangements with research
collaborators, commercial partners and others and upon the subsequent success
of these third parties in performing their obligations.





                                      A-6
<PAGE>   12
         The Company has no experience in manufacturing products for commercial
purposes and does not have manufacturing facilities.  Consequently, the Company
will be dependent on its commercial partners or contract manufacturers for the
production of products for development and commercial purposes.  The
manufacture of the Company's products for clinical trials and commercial
purposes is subject to current Good Manufacturing Practice ("GMP") regulations
promulgated by the FDA.  In the event that the Company is unable to obtain or
retain third-party manufacturing, it will not be able to commercialize its
products as planned.  There can be no assurance that the Company will be able
to enter into agreements for the manufacture of future products with
manufacturers whose facilities and procedures comply with GMP and other
regulatory requirements.  The Company's current dependence upon others for the
manufacture of its products may adversely affect its profit martin, if any, on
the sale of future products and the Company's ability to develop and deliver
products on a timely and competitive basis.

         POTENTIAL PRODUCT LIABILITY; UNCERTAINTIES RELATED TO INSURANCE.  The
use of any of the Company's potential products in clinical trials and the sale
of any approved products, including the testing and commercialization of
pimagedine, may expose the Company to liability claims resulting from the use
of products or product candidates.  These claims might be made directly by
consumers, pharmaceutical companies or others.  The Company maintains a limited
amount of product liability insurance coverage for claims arising from the use
of its products in clinical trials.  However, coverage is becoming increasingly
expensive, and no assurance can be given that the Company will be able to
maintain insurance or, if maintained, that it will be sufficient to protect the
Company against liability that could have a material adverse effect on the
Company's business, financial conditions and results of operations.  There can
be no assurance that the Company will be able to obtain commercially reasonable
product liability insurance for any product approved for marketing in the
future or that insurance coverage and the resources of the Company would be
sufficient to satisfy any liability resulting from product liability claims.  A
successful product liability claim or series of claims brought against the
Company could have a material adverse effect on its business, financial
condition and results of operations.

         ATTRACTION AND RETENTION OF KEY EMPLOYEES AND CONSULTANTS.  The
Company is highly dependent on the principal members of its management and
scientific staff.  The loss of services of any of these personnel could impede
the achievement of the Company's development objectives.  Furthermore,
recruiting and retaining qualified scientific personnel to perform research and
development work in the future will also be critical to the Company's success.
There can be no assurance that the Company will be able to attract and retain
personnel on acceptable terms given the competition between pharmaceutical and
health care companies, universities and nonprofit research institutions for
experienced scientists.  In addition, the Company relies on consultants to
assist the Company in formulating its research and development strategy.  All
of Oncogene Science's consultants are employed by employers other than the
Company and may have commitments to or consulting or advisory contracts with
other entities that may limit their availability to the Company.

         RISK OF HAZARDOUS MATERIAL CONTAMINATION.  The activities of the
Company involve and will involve the controlled use of hazardous materials.
Although the Company believes that its safety procedures for handling and
disposing of such materials comply with the standards prescribed by state and
federal laws and regulations, the risk of accidental contamination or injury
from these materials cannot be completely eliminated.  In the event of such an
accident, the Company could be held liable for damages that result, and any
such liability could exceed its resources or otherwise have a material adverse
impact on the Company.





                                      A-7
<PAGE>   13
         IMPACT OF "IN-THE-MONEY" OPTIONS AND WARRANTS.  The Company currently
has outstanding, and may in the future issue, options and warrants to purchase
shares of the Company's Common Stock.  To the extent such options and warrants
are in-the-money relative to the price of the Company's Common Stock as quoted
on the NMS, the exercise of such options and warrants may have the effect of
depressing the market price of the Company's Common Stock and reducing its
liquidity.  In addition, the existence of options and warrants that may be
exercised for shares of the Company's Common Stock at less than its then
current market value may make it more difficult or expensive for the Company to
obtain equity capital in the future.

         VOLATILITY OF COMMON STOCK PRICE; MARKET FOR THE COMMON STOCK; NO
DIVIDENDS.  The market prices for securities of biotechnology and
pharmaceutical companies, including Oncogene Science, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance
of particular companies.  Factors such as fluctuations in the Company's
operating results, announcements of technological innovations or new
therapeutic products by the Company or others, clinical trial results,
developments concerning agreements with collaborators, governmental regulation,
developments in patent or other proprietary rights, public concern as to the
safety of drugs developed by the Company or others, future sales of substantial
amounts of Common Stock by existing stockholders and general market conditions
can have an adverse effect on the market price of the Common Stock.  The
realization of any of the risks described in these "Risk Factors" could have a
dramatic and adverse impact on market prices.  The Company has not paid any
cash dividends on its Common Stock and does not anticipate paying any such
dividends.

                                USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the
securities covered by this Prospectus.

                              SELLING STOCKHOLDERS

         This Prospectus relates to the Shares that may be acquired by the
Selling Stockholders pursuant to the exercise of options that have been, or may
be in the future, granted pursuant to the Option Plans.  The following table
sets forth certain information with respect to Selling Stockholders who
currently hold options to purchase Shares.  The Company is unaware of whether
the Selling Stockholders listed below presently intend to sell the Shares they
may acquire upon exercise of options.  The Company in the future may grant
additional options to the persons listed below and to persons other than those
listed below whose subsequent sale of Shares will be covered by this
Prospectus, which, in such case, will be supplemented.





                                      A-8
<PAGE>   14
<TABLE>
<CAPTION>
                                                                                         Number of Shares (and
                                                                                         Percentage of
                                   Number of Shares          Number of Shares Offered    Outstanding Shares)
                                   Beneficially Owned        for Selling                 Beneficially Owned
 Name and                          Prior to this             Stockholder's               After Completion of
 Position with the Company         Offering(1)               Account(2)                  this Offering (3)
 -------------------------         ----------------------    ------------------------    ----------------------
 <S>                               <C>                       <C>                         <C>
 G. Morgan Browne                  60,116(4)                 57,500(2)                   42,150(*)(4)
    Director

 J. Gordon Foulkes, Ph.D.          111,889(5)                161,500                     None
    Vice President, Chief
    Scientific Officer and
    Director

 Gary E. Frashier                  192,270(6)                250,000                     8,934(*)
    Chief Executive Officer and
    Director

 John H. French II                 40,489(7)                 63,000(2)                   6,500(*)
    Director

 Edwin A. Gee, Ph.D.               117,966(5)                157,000(2)                  None
    Chairman of the Board and
    Director

 Colin Goddard                     31,681(8)                 93,000                      800(*)
    Vice President,
    Pharmaceutical Operations

 Walter M. Lovenberg,  Ph.D.       53,000(9)                 70,000(2)                   1,000(*)
    Director

 Steve M. Peltzman                 113,844(10)               212,500                     14,599(*)
    President, Chief Operating
    Officer and Director

 Ann H. Rose, Ph.D.                24,625(5)                 70,000                      None
    Vice President, TGF-Beta3
    Program and Regulatory
    Affairs

 Robert L.Van Nostrand,            53,053(11)                70,000                      450(*)
    Vice President,
    Finance and
    Administration

</TABLE>





                                      A-9
<PAGE>   15


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

*  Denotes less than 1% of class.

(1)      The number of shares of Common Stock beneficially owned by any Selling
         Stockholder includes shares subject to options or warrants held by the
         Selling Stockholder that are exercisable within 60 days of the date of
         this Prospectus.

(2)      Represents shares of Common Stock that may be acquired through the
         exercise of options granted pursuant to the Option Plans, without
         regard to whether such options are, or when they become, exercisable.
         For each of Messrs. Browne and French and Drs. Gee and Lovenberg, this
         number includes 20,000 shares subject to options granted contingent
         upon approval by the Company's stockholders at the 1996 annual meeting
         of stockholders of an amendment to the 1993 Incentive and
         Non-Qualified Stock Option Plan.

(3)      Computed in each case by assuming that all options (without regard to
         when such options become exercisable) granted to the Selling
         Stockholder under the Option Plans have been exercised and that the
         Shares acquired in connection with such exercise were disposed of by
         the Selling Stockholder.  For purposes of computing the percentage of
         the Company's Common Stock owned by the Selling Stockholder after
         completion of this offering, it is assumed that the total number of
         shares of the Company's outstanding Common Stock includes such Shares.

(4)      Includes 400 shares owned by Mr. Browne's wife as to which Mr. Browne
         disclaims beneficial ownership.  Includes (only as to the number of
         shares reflected as beneficially owned prior to this offering) 17,966
         shares that may be acquired at or within 60 days of November 30, 1995
         pursuant to the exercise of outstanding options.  Also includes 21,750
         shares owned by Cold Spring Harbor Laboratory, of which Mr. Browne is
         an executive officer.  Mr. Browne disclaims beneficial ownership of
         the shares owned by Cold Spring Harbor Laboratory.

(5)      Consists entirely of shares that may be acquired at or within 60 days
         of November 30, 1995 pursuant to the exercise of outstanding options.

(6)      Includes (only as to the number of shares reflected as beneficially
         owned prior to this offering) 183,336 shares that may be acquired at
         or within 60 days of November 30, 1995 pursuant to the exercise of
         outstanding options.

(7)      Includes 33,989 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

(8)      Includes 30,881 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

(9)      Includes 52,000 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

(10)     Includes 99,245 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

(11)     Includes 52,603 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

                              PLAN OF DISTRIBUTION

   The Shares of Common Stock covered by this Prospectus are being registered
by the Company for the account of the Selling Stockholders.  The Company will
pay all expenses of registering the Shares, but will not receive any of the
proceeds from sales by any of the Selling Stockholders.  The Company
understands that none of such Shares will be offered through underwriters.

   The Shares may be sold from time to time by the Selling Stockholders either
through one or more brokers or dealers, through privately negotiated
transactions or otherwise, at market prices prevailing at the time of sale or
at prices otherwise negotiated.  In connection therewith, the Selling
Stockholders and participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act, and commissions or
discounts or any profit realized on the sale of Shares received by a Selling
Stockholder or any such broker or dealer may be deemed to be underwriting
commissions or discounts within the meaning of the Securities Act.  As of the
date of this Prospectus, the Company understands





                                      A-10
<PAGE>   16


that none of the Selling Stockholders has any agreement, arrangement or
understanding with any brokers or dealers concerning the distribution of
Shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Incorporated herein by reference and made a part hereof are: (1) the
description of the Company's Common Stock contained in the registration
statement filed by the Company to register such securities under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description, (2) the Company's Annual Report on Form 10-K for the
year ended September 30, 1994, (3) the Company's Quarterly Reports on Form 10-Q
for the quarters ended December 31, 1994, and March 31 and June 30, 1995, and
(4) the Company's Current Reports on Form 8-K dated April 19, 1995 and August
2, 1995, which documents are on file with the Commission.  All documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of this offering shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents.

                                INDEMNIFICATION

   Under the provisions of Article Six of the Company's By-laws, the Company is
required to indemnify, to the fullest extent permitted by applicable law as it
presently exists or hereafter may be amended, any person who was or is made or
is threatened to be made a party to, or is otherwise involved in, any action,
suit or other proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company, against all liability and
loss suffered and expenses incurred by such person.  The Company is required to
indemnify a person in connection with a proceeding initiated by such person
only if the proceeding was authorized by the Board of Directors of the Company.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.





                                      A-11
<PAGE>   17


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

                 TABLE OF CONTENTS

                                                Page
                                                ----
Available Information . . . . . . . . . . . .   A-2
Risk Factors  . . . . . . . . . . . . . . . .   A-2
Use of Proceeds . . . . . . . . . . . . . . .   A-8
Selling Stockholders  . . . . . . . . . . . .   A-8
Plan of Distribution  . . . . . . . . . . . .  A-10
Documents Incorporated by Reference . . . . .  A-11
Indemnification . . . . . . . . . . . . . . .  A-11

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

No dealer, salesman or any other person has been
authorized to give any information or to make any
representation other than those contained in this
Prospectus in connection with the offer contained
in this Prospectus, and, if given or made, such
information or representation must not be relied
upon.  Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any
circumstances, create an implication that there
has been no change in the affairs of the Company
since the date hereof or that the information
contained or incorporated by reference herein is
correct as of any time subsequent to its date.
This Prospectus does not constitute an offer or a
solicitation by anyone in any jurisdiction in
which such offer or solicitation is not
authorized, or in which the person making such
offer or solicitation is not qualified to do so,
or to anyone to whom it is unlawful to make such
offer or solicitation.

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


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



            ONCOGENE SCIENCE, INC.



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

               1,204,500 Shares

                 Common Stock

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




                  PROSPECTUS

               December 4, 1995




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






                                      A-12
<PAGE>   18


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, 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, thereunder duly
authorized, in the City of Uniondale, State of New York, on December 1, 1995.

                                        ONCOGENE SCIENCE, INC.


                                        By: /s/ Gary E. Frashier
                                            ---------------------
                                            Gary E. Frashier,
                                            Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby makes, constitutes and appoints Gary E. Frashier and
Robert L. Van Nostrand, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other 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 or necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
              Signature                                 Title                                 Date
              ---------                                 -----                                 ----
 <S>                                     <C>                                            <C>
 /s/ Gary E. Frashier                    Chief Executive Officer                        December 1, 1995
 ---------------------------------       and Director
  Gary E. Frashier

 /s/ Steve M. Peltzman                   President, Chief Operating Officer and         December 1, 1995
 --------------------------------        Director
 Steve M. Peltzman

 /s/ J. Gordon Foulkes                   Vice President, Chief Scientific               December 1, 1995
 ---------------------------------       Officer and Director
 J. Gordon Foulkes
</TABLE>





                                      II-1
<PAGE>   19


<TABLE>
 <S>                                     <C>                                            <C>
 /s/ Robert L. Van Nostrand              Vice President, Finance and                    December 1, 1995
 ------------------------------          Administration (Principal Financial
 Robert L. Van Nostrand                  and Accounting Officer)

 /s/ G. Morgan Browne                                  Director                         December 1, 1995
 ------------------------------
 G. Morgan Browne

 /s/ John H. French, II                                Director                         December 1, 1995
 ---------------------------------
 John H. French, II

 /s/ Edwin A. Gee, Ph.D.                               Director                         December 1, 1995
 ------------------------------
 Edwin A. Gee, Ph.D.

 /s/ Walter M. Lovenberg, Ph.D.                        Director                         December 1, 1995
 ------------------------------
 Walter M. Lovenberg, Ph.D.

 /s/ Walter M. Miller                                  Director                         December 1, 1995
 -----------------------------------
 Walter M. Miller

 /s/ Gary Takata                                       Director                         December 1, 1995
 -----------------------------------                                                   
 Gary Takata

 /s/ John P. White                                     Director                         December 1, 1995
 -----------------------------------
 John P. White
</TABLE>





                                      II-2
<PAGE>   20


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
 EXHIBIT NO.                               EXHIBIT                              
 -----------                               -------                              
 <S>                 <C>
 5                   Opinion of Saul, Ewing, Remick & Saul.

 10                  1993 Incentive and Non-Qualified Stock Option Plan.

 23.1                Consent of KPMG Peat Marwick LLP, independent
                     public accountants.

 23.2                Consent of Saul, Ewing, Remick & Saul (Contained in
                     Exhibit No. 5).

 24                  Power of Attorney authorizing Gary E. Frashier and
                     Robert L. Van Nostrand to sign the Registration
                     Statement (included in signature page of the
                     Registration Statement).
</TABLE>





                                      II-3
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 ONCOGENE SCIENCE", "secsgml_size_bytes": 63229}]
{"company-data": {"conformed-name": "ONCOGENE SCIENCE INC", "cik": "0000729922", "assigned-sic": "2835", "irs-number": "133159796", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64713", "film-number": "95598794"}, "business-address": {"street1": "106 CHARLES LINDBERGH BLVD", "city": "UNIONDALE", "state": "NY", "zip": "11553", "phone": "5162220023"}, "mail-address": {"street1": "106 CHARLES LINDBERGH BLVD", "city": "UNIONDALE", "state": "NY", "zip": "11553-3649"}}
1

    As filed with the Securities and Exchange Commission on December 4, 1995
                                                     Registration No. ________
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                   --------

                             ONCOGENE SCIENCE, INC.
             (Exact name of registrant as specified in its charter)

                                   --------

              Delaware                              13-3159796
    ------------------------------         ----------------------------
    (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)              Identification No.)

       106 Charles Lindbergh Blvd.
             Uniondale, NY                             11553
    --------------------------------        -----------------------------
     (Address of principal executive                 (Zip Code)
     offices)

                                   --------

                             ONCOGENE SCIENCE, INC.
                        1993 INCENTIVE AND NON-QUALIFIED
                               STOCK OPTION PLAN
                            (Full title of the plan)

                                   --------

                             ROBERT L. VAN NOSTRAND
                             ONCOGENE SCIENCE, INC.
                          106 CHARLES LINDBERGH BLVD.
                           UNIONDALE, NEW YORK  11553
                                 (516) 222-0023
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   --------

                                    Copy to:

                        SPENCER W. FRANCK, JR., ESQUIRE
                           SAUL, EWING, REMICK & SAUL
                            3800 CENTRE SQUARE WEST
                        PHILADELPHIA, PENNSYLVANIA 19102
                                 (215) 972-1955

                                   --------

               See next page for calculation of registration fee.

                                   --------

         The prospectus included in this registration statement also relates to
securities covered by the Registrant's registration statement on Form S-8 (File
No. 33-8980) initially filed on September 24, 1986 and amended on December 21,
1990, and its registration statement on Form S-8 (File No. 33-38443) initially
filed on December 21, 1990.
2
                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                         Proposed          Proposed
       Title of         Amount to         Maximum           Maximum          Amount of Registration Fee(4)
   Securities to be         be        Offering Price       Aggregate
      Registered     Registered(1)       Per Share         Offering
                                                           Price(4)
- ----------------------------------------------------------------------------------------------------------
Common Stock, Par   142,875(2)           $3.50       $  500,062.50
  Value $.01 Per      413,500(2)            4.00        1,654,000.00
  Share               321,500(2)            4.125       1,326,187.50
                      167,000(2)            4.375         730,625.00
                      555,125(3)            5.938       3,296,322.25
                      ----------                        ------------
                      1,600,000                        $7,507,207.25                   $2,588.69
                      =========                         ============
==========================================================================================================
(1)      Pursuant to Rule 429 under the Securities Act of 1933, as amended, in
         addition to the shares reflected in the above table, the prospectus
         included as a part of this registration statement covers an aggregate
         of 1,800,000 shares of the Registrant's Common Stock (the "Previously
         Registered Shares") issuable pursuant to the Registrant's 1985 Stock
         Option Plan and 1989 Incentive and Non-Qualified Stock Option Plan,
         which were registered under the Registrant's registration statements
         on Form S-8 filed on September 24, 1986 (File No. 33-8980) and
         December 21, 1990 (File No. 33-38443).  The Previously Registered
         Shares are not reflected in the above table, and no registration fee
         is being paid with respect thereto upon the filing of this
         registration statement.

(2)      Represents shares issuable upon exercise of options previously granted
         under the 1993 Incentive and Non-Qualified Stock Option Plan (the
         "Plan").

(3)      Represents shares issuable in connection with options available for
         grant under the Plan.

(4)      The registration fee with respect to these shares has been computed
         in accordance with paragraph (c) and (h) of Rule 457, based upon, in
         the case of options previously granted, the stated exercise price of
         such options, and, in the case of options still available for grant,
         the average of the reported high and low sale prices of shares of
         the Common Stock on November 28, 1995.

                                      -2-
3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION.(1)

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
                 INFORMATION.(1)

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The documents listed in clauses (a), (b) and (c) below are
incorporated herein by this reference thereto, and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by this reference in this registration statement and to be a part
hereof from the date of filing of such documents:

      (a)        The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994.

      (b)        The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended December 30, 1994, and March 31 and June 30, 1995, and the
Registrant's Current Reports on Form 8-K dated April 19, 1995 and August 2,
1995.

      (c)        The description of the Common Stock contained in the
registration statement filed by the Registrant to register such securities
under Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.

ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

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

(1) The information called for by Part I of Form S-8 is currently included in
    the description of the Registrant's 1993 Incentive and Non-Qualified
    Stock Option Plan (the "Plan") delivered to eligible persons under the
    Plan.  Pursuant to the Note to Part I of Form S-8, this information is not
    being filed with or included in this Form S-8.

    Pursuant to General Instruction C of Form S-8, this Registration Statement
    contains a prospectus prepared in accordance with the requirements of
    Part I of Form S-3 relating to reofferings and resales of shares of the
    Registrant's common stock acquired pursuant to the Plan by persons who
    may be deemed to be "affiliates" of the Registrant.

                                      -3-
4
ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or another enterprise if serving at the request of the
corporation.  Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action by or in the right of the corporation, no
indemnification may be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine that despite the adjudication
of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses that the court
shall deem proper.  Section 145 further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him or her in connection
therewith.

                 The Registrant's Certificate of Incorporation provides that
the Registrant shall, to the fullest extent permitted by law, indemnify all
directors, officers, employees and agents of the Company.  The Certificate of
Incorporation also contains a provision eliminating the liability of directors
of the Registrant to the Registrant or its stockholders for monetary damages,
except under certain circumstances.  The Certificate of Incorporation also
permits the Registrant to maintain insurance to protect itself and any
director, officer, employee or agent against any liability with respect to
which the Corporation would have the power to indemnify such persons under the
Delaware General Corporation Law.  The Registrant maintains an insurance policy
insuring its directors and officers against certain liabilities.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

ITEM 8.          EXHIBITS.

                 The following is a list of exhibits filed as part of the
Registration Statement:

                 5        Opinion of Saul, Ewing, Remick & Saul.

                 10       1993 Incentive and Non-Qualified Stock Option Plan.

                 23.1     Consent of KPMG Peat Marwick LLP, independent public
                          accountants.

                 23.2     Consent of Saul, Ewing, Remick & Saul (contained in
                          Exhibit No. 5).

                 24       Power of Attorney (included on signature page of the
                          registration statement).

                                      -4-
5
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;

                          (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;

                 (2)      that, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof;

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

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

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liability (other than 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 Act and will be governed by the final
adjudication of such issue.

                                      -5-
6
PROSPECTUS

                                1,204,500 SHARES

                             ONCOGENE SCIENCE, INC.

                                  COMMON STOCK

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

         This Prospectus relates to the offer and sale by certain stockholders
(the "Selling Stockholders") of Oncogene Science, Inc., a Delaware corporation
(the "Company"), of up to 1,204,500 shares (the "Shares") of common stock, par
value $.01 per share ("Common Stock"), of the Company, which may be acquired
from time to time by the Selling Stockholders upon their exercise of options
under the Company's 1985 Stock Option Plan, 1989 Incentive and Non-Qualified
Stock Option Plan and 1993 Incentive and Non-Qualified Stock Option Plan (the
"Option Plans").  The distribution of the Shares may be effected in one or more
transactions through one or more brokers or dealers, through privately
negotiated transactions or otherwise, at market prices prevailing at the time
of sale or at prices otherwise negotiated.  None of the proceeds from the
resale of the Shares will be received by the Company.

         The Company's Common Stock is included for quotation on the NASDAQ
National Market System (the "NMS") under the symbol "ONCS."  On November 28,
1995, the closing sales price of the Company's Common Stock as quoted on the
NMS was $5.875 per share.

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

     INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES CERTAIN RISKS.
                      SEE "RISK FACTORS" ON PAGE 2 HEREOF.

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

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
            EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
     PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is December 4, 1995
7
                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  The reports, proxy and information
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission located
at 450 Fifth Street, N.W., Room 1024, Washington, D.C.  20549, and at the
public reference facilities in the regional offices of the Commission located
at 7 World Trade Center, Suite 1300, New York, New York  10048, and 500 West
Madison Street, Suite 1400, Chicago, Illinois  60661.  Copies of such material
can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C.  20549, at prescribed rates.

         This Prospectus is part of a registration statement that the
Registrant has filed with the Commission covering securities issuable pursuant
to the Registrant's 1993 Incentive and Non-Qualified Stock Option Plan.  This
Prospectus also relates to securities issuable pursuant to the Registrant's
1985 Stock Option Plan and 1989 Incentive and Non-Qualified Stock Option Plan,
which securities were covered by the Registrant's registration statements
initially filed on September 24, 1986 (File No. 33-8980) and December 21, 1990
(File No. 33-38443), respectively.  A copy of any document (but not exhibits
thereto) incorporated by reference in the registration statement of which this
Prospectus forms a part (or the registration statements covering the securities
issuable pursuant to the Registrant's 1985 Stock Option Plan or 1989 Incentive
and Non-Qualified Stock Option Plan), but which is not delivered with this
Prospectus, will be provided by the Company without charge to any person to
whom this Prospectus has been delivered, upon the oral or written request of
such person.  Such requests should be directed to Robert L. Van Nostrand, Vice
President, Finance and Administration, Oncogene Science, Inc., 106 Charles
Lindbergh Boulevard, Uniondale, New York  11553; telephone (516) 222-0023.

                                  RISK FACTORS

                 IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY
AND ITS BUSINESS BEFORE PURCHASING SHARES OF THE COMMON STOCK OFFERED HEREBY.

         UNCERTAINTIES RELATED TO CLINICAL TRIALS.  Before obtaining regulatory
approvals for the commercial sale of any of its products under development, the
Company must demonstrate through preclinical studies and clinical trials that
the product is safe and effective for use in each target indication.  The
results from preclinical studies and early clinical trials may not be
predictive of results that will be obtained in large-scale testing, and there
can be no assurance that the Company's clinical trials will demonstrate
sufficient safety and efficacy to obtain the requisite regulatory approvals or
will result in marketable products.  In addition, clinical trials are often
conducted with patients having the most advanced stages of the disease.  During
the course of treatment, these patients can die or suffer other adverse medical
effects for reasons that may not be related to the pharmaceutical agent being
tested but which can nevertheless affect clinical trial results.  A number of
companies in the pharmaceutical industry have suffered significant setbacks in
advanced clinical trials, even after promising results in earlier trials.

         The rate of completion of the Company's clinical trials is dependent
upon, among other factors, the rate of patient enrollment.  Patient enrollment
is a function of many factors, including the size of the patient population,
the nature of the protocol, the proximity of patients to clinical sites and the
eligibility

                                      A-2
8
criteria for the study.  Delays in planned patient enrollment may result in
increased costs and delays, which could have a material adverse effect on the
Company.  There can be no assurance that any proposed clinical trial schedules
will be met or that any of the Company's products in development will receive
marketing approval in any country on a timely basis, or at all.  If the Company
is unable to complete clinical trials or demonstrate the safety and efficacy of
any particular product it is seeking to develop, the Company's business,
financial condition and results of operation could be materially and adversely
affected.  See "Business -- Government Regulation."

         UNCERTAINTIES RELATED TO THE EARLY STAGE OF DEVELOPMENT; TECHNOLOGICAL
UNCERTAINTIES.  Nearly all of the Company's product candidates are in the
research or development stage and only one proposed product has progressed to
the clinical trial stage.  There can be no assurance that product revenues will
be realized on a timely basis, if ever.

         The development of new pharmaceutical products is highly uncertain and
subject to a number of significant risks.  Potential products that appear to be
promising at early stages of development may not reach the market for a number
of reasons.  Potential products may be found ineffective or cause harmful side
effects during preclinical testing or clinical trials, fail to receive
necessary regulatory approvals, be difficult to manufacture on a large scale,
be uneconomical, fail to achieve market acceptance or be precluded from
commercialization by proprietary rights of third parties.  There can be no
assurance that the Company's product development efforts will be successfully
completed, that required regulatory approvals can be obtained or that any
products, if introduced, will be successfully marketed or achieve customer
acceptance.  Commercial availability of any of the Company's products, is not
expected for a number of years, if at all.

         HISTORY OF LOSSES.  The Company has sustained net losses from
operations in each fiscal year since its inception, and anticipates that such
losses will continue for some time.  The Company has been, and will continue to
be, dependent upon collaborative research revenues, government research grants,
interest income and cash balances until products developed from its technology
are commercially marketed.  While the Company currently is involved in certain
collaborative research programs with major pharmaceutical companies, there can
be no assurance that such programs will not be terminated, that such programs
will lead to the development of marketable or profitable products, that the
Company will be able to secure additional collaborative research contracts in
the future or that any future contracts, if any, will be profitable or will
lead to the development of marketable or profitable products.

         NEED FOR FUTURE FUNDING; UNCERTAINTY OF ACCESS TO CAPITAL.  The
Company will require substantial additional funding in order to continue its
research, product development, preclinical testing and clinical trials of its
product candidates.  The Company will also require additional funding for
operating expenses and the pursuit of regulatory approvals for its product
candidates.  The Company's future capital requirements will depend on many
factors, including continued scientific progress in its research and
development programs, the size and complexity of these programs, progress with
preclinical testing and clinical trials, the time and costs involved in
obtaining regulatory approvals, the costs involved in filing, prosecuting and
enforcing patent claims, competing technological and market developments, the
establishment of additional collaborative arrangements, the cost of
manufacturing arrangements, commercialization activities, and the cost of
product in-licensing and strategic acquisitions, if any.  There can be no
assurance that the Company's cash reserves and other liquid assets, including
the net proceeds of this offering and funding that may be received from the
Company's commercial partners and interest income earned thereon, will be
adequate to satisfy its capital and operating requirements.

                                      A-3
9
         The Company intends to seek additional funding through arrangements
with corporate collaborators and through public or private sales of the
Company's securities, including equity securities.  There can be no assurance,
however, that additional funding will be available on reasonable terms, if at
all.  Any additional equity financings would be dilutive to the Company's
stockholders.  If adequate funds are not available, the Company may be required
to curtail significantly one or more of its research and development programs
and/or obtain funds through arrangements with collaborative partners or others
that may require the Company to relinquish rights to certain of its
technologies or product candidates.

         DEPENDENCE ON COLLABORATIVE RELATIONSHIPS.  The Company has
established collaborative arrangements with various pharmaceutical companies
with respect to the discovery and development of drugs for various disease
targets.  The Company will be dependent upon these outside partners to conduct
preclinical testing and clinical trials and to provide adequate funding for the
Company's development programs.  Under certain of these arrangements, the
Company's commercial partners may have all or a significant portion of the
development and regulatory approval responsibilities.  Failure of the
commercial partners to develop marketable products or to gain the appropriate
regulatory approvals would have a material adverse effect on the Company's
business, financial condition and results of operations.

         In most cases, the Company cannot control the amount and timing of
resources its commercial partners devote to the Company's programs or potential
products.  If any of the Company's commercial partners were to breach or
terminate its agreements with the Company or otherwise fail to conduct its
collaborative activities in a timely manner, the preclinical or clinical
development or commercialization of product candidates or research programs
would be delayed, and the Company would be required to devote additional
resources to product development and commercialization, or terminate certain
development programs.  The termination of collaborative arrangements would have
a material adverse effect on the Company's business, financial condition and
results of operations.  There can be no assurance that disputes will not arise
in the future with respect to the ownership of rights to any technology
developed with third parties.  These and other possible disagreements between
collaborators and the Company could lead to delays in the result in the
collaborative research, development or commercialization of certain product
candidates or could require or result in litigation or arbitration, which would
be time-consuming and expensive, and would have a material adverse effect on
the Company's business, financial condition and results of operations.

         NO ASSURANCE OF PROTECTION OF IMPORTANT PATENTS AND PROPRIETARY
TECHNOLOGY.  The Company's success depends in part on its ability to obtain
patents, maintain trade secret protection and operate without infringing on the
proprietary rights of third parties.  The Company has filed or acquired more
than 95 applications for United States patents and over 110 applications for
foreign patents.  The Company currently owns 17 issued United States patents
and 23 granted foreign patents.  There can be no assurance that any of the
Company's pending patent applications will be approved, that the Company will
develop additional proprietary technologies that are patentable, that any
patents issued to the Company or its licensors will provide a basis for
commercially viable products or will provide the Company with any competitive
advantages or will not be challenged by third parties, or that the patents of
others will not have an adverse effect on the ability of the Company to do
business.  In addition, patent law relating to the scope of claims in which the
technology fields in which the Company operates is still evolving.
Consequently, the degree of future protection for the Company's proprietary
rights is uncertain.  Furthermore, there can be no assurance that others will
not independently develop similar or alternative technologies, duplicate any of
the Company's technologies, or, if patents are issued to the Company, design
around the patented technologies developed by the Company.  In addition, the
Company could

                                      A-4
10
incur substantial costs in litigation if it is required to defend itself in
patent suits brought by third parties or if it initiates such suits.

         The Company is aware of patent applications filed by, or patents
issued to, other entities with respect to technology potentially useful to the
Company and, in some cases, related to the products and processes being used or
developed by the Company.  The Company currently cannot assess the effect, if
any, that these applications and/or patents may have on its future operations.
The extent to which efforts by other researchers have resulted or will result
in patents and the extent to which the issuance of patents to others would have
a material adverse effect on the Company or would force the Company to obtain
licenses from others, if available, currently is unknown.

         The Company is aware of several patents and patent applications owned
by others who may allege infringement by the Company with respect to products
the Company is seeking to develop.  Although the Company does not believe that
its operations or technology infringes upon any valid claim contained in any
patent owned by any other person, there can be no assurance that the Company's
operations or technology will not infringe upon the rights of any third party.

         The Company relies on secrecy to protect technology where patent
protection is not believed to be appropriate or obtainable.  The Company has
entered, and will continue to enter, into confidentiality agreements with its
employees, consultants, licensors and collaborative partners.  There can be no
assurance, however, that others will not independently develop substantially
equivalent proprietary information and techniques or otherwise gain access to
the Company's trade secrets, that such obligations of confidentiality will be
honored or that the Company will be able to effectively protect its rights to
proprietary information.

         GOVERNMENT REGULATION; NO ASSURANCE OF REGULATORY APPROVAL.  The
Company's research, preclinical testing and clinical trials of its product
candidates are, and the manufacturing and marketing of its products will be,
subject to extensive and rigorous regulation by numerous governmental
authorities in the United States and in other countries where the Company
intends to test and market its product candidates.

         Prior to marketing, any product developed by the Company must undergo
an extensive regulatory approval process.  This regulatory process, which
includes preclinical testing and clinical trials, and may include
post-marketing surveillance, of each compound to establish its safety and
efficacy, can take many years and require the expenditure of substantial
resources.  Data obtained from preclinical and clinical activities are
susceptible to varying interpretations which could delay, limit or prevent
regulatory approval.  In addition, delays or rejections may be encountered
based upon changes in FDA policy for drug approval during the period of product
development and FDA regulatory review of each submitted new drug application
("NDA").  Similar delays may also be encountered in foreign countries.  There
can be no assurance that regulatory approval will be obtained for any drugs
developed by the Company.  Moreover, regulatory approval may entail limitations
on the indicated use of the drug.  Further, even if regulatory approval is
obtained, a marketed drug and its manufacturer are subject to continuing
review.  Discovery of previously unknown problems with a product or
manufacturer may have adverse effects on the Company's business, financial
condition and results of operations, including withdrawal of the product from
the market.  Violations of regulatory requirements at any stage,including
preclinical testing and clinical trials, the approval process or post-approval,
may result in various adverse consequences including the FDA's delay in
approving or its refusal to approve a product, withdrawal of an approved
product from the market and the imposition of criminal penalties against the
manufacturer and NDA holder.  The

                                      A-5
11
Company has not submitted any Investigational New Drug application for any
product candidate, and no product candidate has been approved for
commercialization in the United States or elsewhere.  No assurance can be given
that the Company will be able to obtain FDA approval for any products.  Failure
to obtain requisite governmental approvals or failure to obtain approvals of
the scope requested will delay or preclude the Company or its licensees or
marketing partners from marketing the Company's products or limit the
commercial use of the products and will have a material adverse effect on the
Company's business, financial condition and results of operations.

         COMPETITION AND RISK OF TECHNOLOGICAL OBSOLESCENCE.  The Company
operates in a rapidly evolving field.  New developments are expected to
continue at a rapid pace in both industry and in academia.  Competition in
technology development from large pharmaceutical companies, biotechnology
companies, joint ventures, research and academic institutions and others is
intense and expected to increase.  Many of these companies and institutions
have substantially greater capital resources, research and development staffs,
experience and facilities than the Company.  These entities represent
significant long-term competition for the Company.  In addition, the Company's
competitors might succeed in developing technologies that are more effective
than those that are being developed by the Company or that otherwise would
render the Company's technologies obsolete or noncompetitive.

         UNCERTAINTIES RELATED TO PHARMACEUTICAL PRICING AND REIMBURSEMENT.
The Company's business, financial condition and results of operations may be
materially adversely affected by the continuing efforts of government and
third-party payors to contain or reduce the costs of health care through
various means.  For example, in certain foreign markets, pricing and/or
profitability of prescription pharmaceuticals are subject to government
control.  In the United States, the Company expects that there will continue to
be a number of federal and state proposals to implement similar government
control.  In addition, increasing emphasis on managed care in the United States
will continue to put pressure on pharmaceutical pricing.  Cost control
initiatives could decrease the price that the Company or any of its licensees
receives for any products it may develop and sell in the future and have a
material adverse effect on the Company's business, financial condition and
results of operations.  Further, to the extent that cost control initiatives
have a material adverse effect on the Company's commercial partners, the
Company's ability to commercialize its products may be adversely affected.

         The Company's ability to commercialize pharmaceutical products may
depend in part on the extent to which reimbursement for the products will be
available from government and health administration authorities, private health
insurers and other third-party payors.  Significant uncertainty exists as to
the reimbursement status of newly approved health care products, and
third-party payors, including Medicare, are increasingly challenging the prices
charged for medical products and services.  There can be no assurance that any
third-party insurance coverage will be available to patients for any products
developed by the Company.  Government and other third-party payors are
increasingly attempting to contain health care costs by limiting both coverage
and the level of reimbursement for new therapeutic products and by refusing in
some cases to provide coverage for uses of approved products for disease
indications for which the FDA has not granted labeling approval.  If adequate
coverage and reimbursement levels are not provided by government and other
third-party payors for the Company's products, the market acceptance of these
products would be adversely affected.

         NO MANUFACTURING EXPERIENCE; RELIANCE ON THIRD-PARTY MANUFACTURING.
The Company's strategy for development and commercialization of certain of its
products is dependent upon entering into various arrangements with research
collaborators, commercial partners and others and upon the subsequent success
of these third parties in performing their obligations.

                                      A-6
12
         The Company has no experience in manufacturing products for commercial
purposes and does not have manufacturing facilities.  Consequently, the Company
will be dependent on its commercial partners or contract manufacturers for the
production of products for development and commercial purposes.  The
manufacture of the Company's products for clinical trials and commercial
purposes is subject to current Good Manufacturing Practice ("GMP") regulations
promulgated by the FDA.  In the event that the Company is unable to obtain or
retain third-party manufacturing, it will not be able to commercialize its
products as planned.  There can be no assurance that the Company will be able
to enter into agreements for the manufacture of future products with
manufacturers whose facilities and procedures comply with GMP and other
regulatory requirements.  The Company's current dependence upon others for the
manufacture of its products may adversely affect its profit martin, if any, on
the sale of future products and the Company's ability to develop and deliver
products on a timely and competitive basis.

         POTENTIAL PRODUCT LIABILITY; UNCERTAINTIES RELATED TO INSURANCE.  The
use of any of the Company's potential products in clinical trials and the sale
of any approved products, including the testing and commercialization of
pimagedine, may expose the Company to liability claims resulting from the use
of products or product candidates.  These claims might be made directly by
consumers, pharmaceutical companies or others.  The Company maintains a limited
amount of product liability insurance coverage for claims arising from the use
of its products in clinical trials.  However, coverage is becoming increasingly
expensive, and no assurance can be given that the Company will be able to
maintain insurance or, if maintained, that it will be sufficient to protect the
Company against liability that could have a material adverse effect on the
Company's business, financial conditions and results of operations.  There can
be no assurance that the Company will be able to obtain commercially reasonable
product liability insurance for any product approved for marketing in the
future or that insurance coverage and the resources of the Company would be
sufficient to satisfy any liability resulting from product liability claims.  A
successful product liability claim or series of claims brought against the
Company could have a material adverse effect on its business, financial
condition and results of operations.

         ATTRACTION AND RETENTION OF KEY EMPLOYEES AND CONSULTANTS.  The
Company is highly dependent on the principal members of its management and
scientific staff.  The loss of services of any of these personnel could impede
the achievement of the Company's development objectives.  Furthermore,
recruiting and retaining qualified scientific personnel to perform research and
development work in the future will also be critical to the Company's success.
There can be no assurance that the Company will be able to attract and retain
personnel on acceptable terms given the competition between pharmaceutical and
health care companies, universities and nonprofit research institutions for
experienced scientists.  In addition, the Company relies on consultants to
assist the Company in formulating its research and development strategy.  All
of Oncogene Science's consultants are employed by employers other than the
Company and may have commitments to or consulting or advisory contracts with
other entities that may limit their availability to the Company.

         RISK OF HAZARDOUS MATERIAL CONTAMINATION.  The activities of the
Company involve and will involve the controlled use of hazardous materials.
Although the Company believes that its safety procedures for handling and
disposing of such materials comply with the standards prescribed by state and
federal laws and regulations, the risk of accidental contamination or injury
from these materials cannot be completely eliminated.  In the event of such an
accident, the Company could be held liable for damages that result, and any
such liability could exceed its resources or otherwise have a material adverse
impact on the Company.

                                      A-7
13
         IMPACT OF "IN-THE-MONEY" OPTIONS AND WARRANTS.  The Company currently
has outstanding, and may in the future issue, options and warrants to purchase
shares of the Company's Common Stock.  To the extent such options and warrants
are in-the-money relative to the price of the Company's Common Stock as quoted
on the NMS, the exercise of such options and warrants may have the effect of
depressing the market price of the Company's Common Stock and reducing its
liquidity.  In addition, the existence of options and warrants that may be
exercised for shares of the Company's Common Stock at less than its then
current market value may make it more difficult or expensive for the Company to
obtain equity capital in the future.

         VOLATILITY OF COMMON STOCK PRICE; MARKET FOR THE COMMON STOCK; NO
DIVIDENDS.  The market prices for securities of biotechnology and
pharmaceutical companies, including Oncogene Science, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance
of particular companies.  Factors such as fluctuations in the Company's
operating results, announcements of technological innovations or new
therapeutic products by the Company or others, clinical trial results,
developments concerning agreements with collaborators, governmental regulation,
developments in patent or other proprietary rights, public concern as to the
safety of drugs developed by the Company or others, future sales of substantial
amounts of Common Stock by existing stockholders and general market conditions
can have an adverse effect on the market price of the Common Stock.  The
realization of any of the risks described in these "Risk Factors" could have a
dramatic and adverse impact on market prices.  The Company has not paid any
cash dividends on its Common Stock and does not anticipate paying any such
dividends.

                                USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the
securities covered by this Prospectus.

                              SELLING STOCKHOLDERS

         This Prospectus relates to the Shares that may be acquired by the
Selling Stockholders pursuant to the exercise of options that have been, or may
be in the future, granted pursuant to the Option Plans.  The following table
sets forth certain information with respect to Selling Stockholders who
currently hold options to purchase Shares.  The Company is unaware of whether
the Selling Stockholders listed below presently intend to sell the Shares they
may acquire upon exercise of options.  The Company in the future may grant
additional options to the persons listed below and to persons other than those
listed below whose subsequent sale of Shares will be covered by this
Prospectus, which, in such case, will be supplemented.

                                      A-8
14
Number of Shares (and
                                                                                         Percentage of
                                   Number of Shares          Number of Shares Offered    Outstanding Shares)
                                   Beneficially Owned        for Selling                 Beneficially Owned
 Name and                          Prior to this             Stockholder's               After Completion of
 Position with the Company         Offering(1)               Account(2)                  this Offering (3)
 -------------------------         ----------------------    ------------------------    ----------------------
G. Morgan Browne                  60,116(4)                 57,500(2)                   42,150(*)(4)
    Director

 J. Gordon Foulkes, Ph.D.          111,889(5)                161,500                     None
    Vice President, Chief
    Scientific Officer and
    Director

 Gary E. Frashier                  192,270(6)                250,000                     8,934(*)
    Chief Executive Officer and
    Director

 John H. French II                 40,489(7)                 63,000(2)                   6,500(*)
    Director

 Edwin A. Gee, Ph.D.               117,966(5)                157,000(2)                  None
    Chairman of the Board and
    Director

 Colin Goddard                     31,681(8)                 93,000                      800(*)
    Vice President,
    Pharmaceutical Operations

 Walter M. Lovenberg,  Ph.D.       53,000(9)                 70,000(2)                   1,000(*)
    Director

 Steve M. Peltzman                 113,844(10)               212,500                     14,599(*)
    President, Chief Operating
    Officer and Director

 Ann H. Rose, Ph.D.                24,625(5)                 70,000                      None
    Vice President, TGF-Beta3
    Program and Regulatory
    Affairs

 Robert L.Van Nostrand,            53,053(11)                70,000                      450(*)
    Vice President,
    Finance and
    Administration
A-9
15

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

*  Denotes less than 1% of class.

(1)      The number of shares of Common Stock beneficially owned by any Selling
         Stockholder includes shares subject to options or warrants held by the
         Selling Stockholder that are exercisable within 60 days of the date of
         this Prospectus.

(2)      Represents shares of Common Stock that may be acquired through the
         exercise of options granted pursuant to the Option Plans, without
         regard to whether such options are, or when they become, exercisable.
         For each of Messrs. Browne and French and Drs. Gee and Lovenberg, this
         number includes 20,000 shares subject to options granted contingent
         upon approval by the Company's stockholders at the 1996 annual meeting
         of stockholders of an amendment to the 1993 Incentive and
         Non-Qualified Stock Option Plan.

(3)      Computed in each case by assuming that all options (without regard to
         when such options become exercisable) granted to the Selling
         Stockholder under the Option Plans have been exercised and that the
         Shares acquired in connection with such exercise were disposed of by
         the Selling Stockholder.  For purposes of computing the percentage of
         the Company's Common Stock owned by the Selling Stockholder after
         completion of this offering, it is assumed that the total number of
         shares of the Company's outstanding Common Stock includes such Shares.

(4)      Includes 400 shares owned by Mr. Browne's wife as to which Mr. Browne
         disclaims beneficial ownership.  Includes (only as to the number of
         shares reflected as beneficially owned prior to this offering) 17,966
         shares that may be acquired at or within 60 days of November 30, 1995
         pursuant to the exercise of outstanding options.  Also includes 21,750
         shares owned by Cold Spring Harbor Laboratory, of which Mr. Browne is
         an executive officer.  Mr. Browne disclaims beneficial ownership of
         the shares owned by Cold Spring Harbor Laboratory.

(5)      Consists entirely of shares that may be acquired at or within 60 days
         of November 30, 1995 pursuant to the exercise of outstanding options.

(6)      Includes (only as to the number of shares reflected as beneficially
         owned prior to this offering) 183,336 shares that may be acquired at
         or within 60 days of November 30, 1995 pursuant to the exercise of
         outstanding options.

(7)      Includes 33,989 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

(8)      Includes 30,881 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

(9)      Includes 52,000 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

(10)     Includes 99,245 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

(11)     Includes 52,603 shares that may be acquired at or within 60 days of
         November 30, 1995 pursuant to the exercise of outstanding options.

                              PLAN OF DISTRIBUTION

   The Shares of Common Stock covered by this Prospectus are being registered
by the Company for the account of the Selling Stockholders.  The Company will
pay all expenses of registering the Shares, but will not receive any of the
proceeds from sales by any of the Selling Stockholders.  The Company
understands that none of such Shares will be offered through underwriters.

   The Shares may be sold from time to time by the Selling Stockholders either
through one or more brokers or dealers, through privately negotiated
transactions or otherwise, at market prices prevailing at the time of sale or
at prices otherwise negotiated.  In connection therewith, the Selling
Stockholders and participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act, and commissions or
discounts or any profit realized on the sale of Shares received by a Selling
Stockholder or any such broker or dealer may be deemed to be underwriting
commissions or discounts within the meaning of the Securities Act.  As of the
date of this Prospectus, the Company understands

                                      A-10
16

that none of the Selling Stockholders has any agreement, arrangement or
understanding with any brokers or dealers concerning the distribution of
Shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Incorporated herein by reference and made a part hereof are: (1) the
description of the Company's Common Stock contained in the registration
statement filed by the Company to register such securities under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description, (2) the Company's Annual Report on Form 10-K for the
year ended September 30, 1994, (3) the Company's Quarterly Reports on Form 10-Q
for the quarters ended December 31, 1994, and March 31 and June 30, 1995, and
(4) the Company's Current Reports on Form 8-K dated April 19, 1995 and August
2, 1995, which documents are on file with the Commission.  All documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of this offering shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents.

                                INDEMNIFICATION

   Under the provisions of Article Six of the Company's By-laws, the Company is
required to indemnify, to the fullest extent permitted by applicable law as it
presently exists or hereafter may be amended, any person who was or is made or
is threatened to be made a party to, or is otherwise involved in, any action,
suit or other proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company, against all liability and
loss suffered and expenses incurred by such person.  The Company is required to
indemnify a person in connection with a proceeding initiated by such person
only if the proceeding was authorized by the Board of Directors of the Company.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

                                      A-11
17

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

                 TABLE OF CONTENTS

                                                Page
                                                ----
Available Information . . . . . . . . . . . .   A-2
Risk Factors  . . . . . . . . . . . . . . . .   A-2
Use of Proceeds . . . . . . . . . . . . . . .   A-8
Selling Stockholders  . . . . . . . . . . . .   A-8
Plan of Distribution  . . . . . . . . . . . .  A-10
Documents Incorporated by Reference . . . . .  A-11
Indemnification . . . . . . . . . . . . . . .  A-11

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

No dealer, salesman or any other person has been
authorized to give any information or to make any
representation other than those contained in this
Prospectus in connection with the offer contained
in this Prospectus, and, if given or made, such
information or representation must not be relied
upon.  Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any
circumstances, create an implication that there
has been no change in the affairs of the Company
since the date hereof or that the information
contained or incorporated by reference herein is
correct as of any time subsequent to its date.
This Prospectus does not constitute an offer or a
solicitation by anyone in any jurisdiction in
which such offer or solicitation is not
authorized, or in which the person making such
offer or solicitation is not qualified to do so,
or to anyone to whom it is unlawful to make such
offer or solicitation.

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

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

            ONCOGENE SCIENCE, INC.

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

               1,204,500 Shares

                 Common Stock

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

                  PROSPECTUS

               December 4, 1995

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

                                      A-12
18

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, 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, thereunder duly
authorized, in the City of Uniondale, State of New York, on December 1, 1995.

                                        ONCOGENE SCIENCE, INC.

                                        By: /s/ Gary E. Frashier
                                            ---------------------
                                            Gary E. Frashier,
                                            Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby makes, constitutes and appoints Gary E. Frashier and
Robert L. Van Nostrand, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other 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 or necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                 Title                                 Date
              ---------                                 -----                                 ----
/s/ Gary E. Frashier                    Chief Executive Officer                        December 1, 1995
 ---------------------------------       and Director
  Gary E. Frashier

 /s/ Steve M. Peltzman                   President, Chief Operating Officer and         December 1, 1995
 --------------------------------        Director
 Steve M. Peltzman

 /s/ J. Gordon Foulkes                   Vice President, Chief Scientific               December 1, 1995
 ---------------------------------       Officer and Director
 J. Gordon Foulkes
II-1
19
/s/ Robert L. Van Nostrand              Vice President, Finance and                    December 1, 1995
 ------------------------------          Administration (Principal Financial
 Robert L. Van Nostrand                  and Accounting Officer)

 /s/ G. Morgan Browne                                  Director                         December 1, 1995
 ------------------------------
 G. Morgan Browne

 /s/ John H. French, II                                Director                         December 1, 1995
 ---------------------------------
 John H. French, II

 /s/ Edwin A. Gee, Ph.D.                               Director                         December 1, 1995
 ------------------------------
 Edwin A. Gee, Ph.D.

 /s/ Walter M. Lovenberg, Ph.D.                        Director                         December 1, 1995
 ------------------------------
 Walter M. Lovenberg, Ph.D.

 /s/ Walter M. Miller                                  Director                         December 1, 1995
 -----------------------------------
 Walter M. Miller

 /s/ Gary Takata                                       Director                         December 1, 1995
 -----------------------------------                                                   
 Gary Takata

 /s/ John P. White                                     Director                         December 1, 1995
 -----------------------------------
 John P. White
II-2
20

                                 EXHIBIT INDEX
EXHIBIT NO.                               EXHIBIT                              
 -----------                               -------
5                   Opinion of Saul, Ewing, Remick & Saul.

 10                  1993 Incentive and Non-Qualified Stock Option Plan.

 23.1                Consent of KPMG Peat Marwick LLP, independent
                     public accountants.

 23.2                Consent of Saul, Ewing, Remick & Saul (Contained in
                     Exhibit No. 5).

 24                  Power of Attorney authorizing Gary E. Frashier and
                     Robert L. Van Nostrand to sign the Registration
                     Statement (included in signature page of the
                     Registration Statement).
II-3