content: SECURITIES AND EXCHANGE COMMISSION
  
                                WASHINGTON, DC  20549
  
                                   ----------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         PURSUANT TO SECTION 13 OR 15(D) OF
  
                          THE SECURITIES EXCHANGE ACT OF 1934
  
  
          Date of report (Date of earliest event reported) January 12, 2000
  
  
                                         SCIOS INC.
                     (Exact Name of Registrant as Specified in Charter)
  
  
  
           Delaware                   0-11749                   95-3701481
  (State of Other Jurisdiction      (Commission               (IRS Employer
          of Incorporation)         File Number)            Identification No.)
  
  
  
                 820 West Maude Avenue, Sunnyvale, California 94086
                       (Address of Principal Executive Offices)
  
  
  
         Registrant's telephone number, including area code  (408) 616-8200
  
  <PAGE>
  
  Item 5.  Other Events
  
       On January 12, 2000, Scios Inc. announced its Board of Directors had
  adopted a retention program applicable to all employees. The program is
  intended to encourage employees to remain with the Company despite the potential
  instability and uncertainty created by the proxy contest threatened by Randal J.
  Kirk.
  
       The program  provides  that any  employee who is  involuntarily  terminated
  without  cause or who  voluntarily  terminates  his or her  employment  for good
  reason within 12 months after a change of control is entitled to a lump sum cash
  payment and continuation of health benefits based on the employee's level within
  the Company.  The program will expire if a change of control has not occurred by
  December 31, 2001,  unless  extended by the Board. A change of control under the
  program  includes  significant  changes in the  ownership  of the Company due to
  change of control  transactions as well as a change in a majority of the current
  Board.
  
          The program  consists of agreements specific to six groups of employees.
  Copies of the agreements are attached as exhibits.
  
  Exhibits.
  
          99.1    Press Release dated January 12, 2000
  
          99.2    Scios Inc. Change of Control Severance Plan:
                  Levels 0-17
  
          99.3    Scios Inc. Change of Control Severance Plan:
                  Level 12 PPR (Psychiatric Sales Representatives)
  
          99.4    Scios Inc. Change of Control Severance Plan:
                  Levels 18-20
  
          99.5    Scios Inc. Change of Control Severance Plan:
                  Levels 21-24
  
          99.6    Form of Scios Inc. Change of Control Severance Plan:
                  Corporate Officers
  
          99.7    Form of Scios Inc. Change of Control Severance Plan:
                  Chief Executive Officer
  
       Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this amendment  to be signed on its behalf of the
  undersigned, thereunto duly authorized.
  
                                          SCIOS INC.
  
                                                  /S/
  Date:  January 24, 2000                 By:____________________________
                                                  John H. Newman
                                                  Senior Vice President,
                                                  General Counsel and Secretary
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
                                      SCIOS INC.
  
                       Report on Form 8-K dated January 24, 2000
  
  
  
  
  Exhibit     Description                           Method of Filing
  
  99.1        Press Release dated January 12, 2000  Filed electronically herewith
  
  99.2        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Levels 0-17
  
  99.3        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Level 12 PPR
              (Psychiatric Sales Representatives)
  
  99.4        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Levels 18-20
  
  99.5        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Levels 21-24
  
  99.6        Form of Scios Inc. Change of Control  Filed electronically herewith
              Severance Plan: Corporate Officers
  
  99.7        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Chief Executive
              Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 4521}]
metadata_filer: {"company-data": {"conformed-name": "SCIOS INC", "cik": "0000726512", "assigned-sic": "2834", "irs-number": "953701481", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11749", "film-number": "511917"}, "business-address": {"street1": "820 W MAUDE AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4159661550"}, "mail-address": {"street1": "820 WEST MAUDE AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}, "former-company": [{"former-conformed-name": "SCIOS INC", "date-changed": "19920703"}, {"former-conformed-name": "CALIFORNIA BIOTECHNOLOGY INC", "date-changed": "19920302"}]}
text: SECURITIES AND EXCHANGE COMMISSION
  
                                WASHINGTON, DC  20549
  
                                   ----------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         PURSUANT TO SECTION 13 OR 15(D) OF
  
                          THE SECURITIES EXCHANGE ACT OF 1934
  
          Date of report (Date of earliest event reported) January 12, 2000
  
                                         SCIOS INC.
                     (Exact Name of Registrant as Specified in Charter)
  
           Delaware                   0-11749                   95-3701481
  (State of Other Jurisdiction      (Commission               (IRS Employer
          of Incorporation)         File Number)            Identification No.)
  
                 820 West Maude Avenue, Sunnyvale, California 94086
                       (Address of Principal Executive Offices)
  
         Registrant's telephone number, including area code  (408) 616-8200
  Item 5.  Other Events
  
       On January 12, 2000, Scios Inc. announced its Board of Directors had
  adopted a retention program applicable to all employees. The program is
  intended to encourage employees to remain with the Company despite the potential
  instability and uncertainty created by the proxy contest threatened by Randal J.
  Kirk.
  
       The program  provides  that any  employee who is  involuntarily  terminated
  without  cause or who  voluntarily  terminates  his or her  employment  for good
  reason within 12 months after a change of control is entitled to a lump sum cash
  payment and continuation of health benefits based on the employee's level within
  the Company.  The program will expire if a change of control has not occurred by
  December 31, 2001,  unless  extended by the Board. A change of control under the
  program  includes  significant  changes in the  ownership  of the Company due to
  change of control  transactions as well as a change in a majority of the current
  Board.
  
          The program  consists of agreements specific to six groups of employees.
  Copies of the agreements are attached as exhibits.
  
  Exhibits.
  
          99.1    Press Release dated January 12, 2000
  
          99.2    Scios Inc. Change of Control Severance Plan:
                  Levels 0-17
  
          99.3    Scios Inc. Change of Control Severance Plan:
                  Level 12 PPR (Psychiatric Sales Representatives)
  
          99.4    Scios Inc. Change of Control Severance Plan:
                  Levels 18-20
  
          99.5    Scios Inc. Change of Control Severance Plan:
                  Levels 21-24
  
          99.6    Form of Scios Inc. Change of Control Severance Plan:
                  Corporate Officers
  
          99.7    Form of Scios Inc. Change of Control Severance Plan:
                  Chief Executive Officer
  
       Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this amendment  to be signed on its behalf of the
  undersigned, thereunto duly authorized.
  
                                          SCIOS INC.
  
                                                  /S/
  Date:  January 24, 2000                 By:____________________________
                                                  John H. Newman
                                                  Senior Vice President,
                                                  General Counsel and Secretary
  INDEX TO EXHIBITS
  
                                      SCIOS INC.
  
                       Report on Form 8-K dated January 24, 2000
  
  Exhibit     Description                           Method of Filing
  
  99.1        Press Release dated January 12, 2000  Filed electronically herewith
  
  99.2        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Levels 0-17
  
  99.3        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Level 12 PPR
              (Psychiatric Sales Representatives)
  
  99.4        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Levels 18-20
  
  99.5        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Levels 21-24
  
  99.6        Form of Scios Inc. Change of Control  Filed electronically herewith
              Severance Plan: Corporate Officers
  
  99.7        Scios Inc. Change of Control          Filed electronically herewith
              Severance Plan: Chief Executive
              Officer