<PAGE>   1
    As filed with the Securities and Exchange Commission on November 4, 1997

                                                       Registration No. 
                                                                        --------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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


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

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

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

                            OSI PHARMACEUTICALS, INC.
                        1997 INCENTIVE AND NON-QUALIFIED
                                STOCK OPTION PLAN
                            (Full title of the plan)

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

                             ROBERT L. VAN NOSTRAND
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             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 LLP
                             3800 CENTRE SQUARE WEST
                        PHILADELPHIA, PENNSYLVANIA 19102
                                 (215) 972-1955

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

               See next page for calculation of registration fee.
                             -----------------------
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================================
                                                     Proposed              Proposed
 Title of Securities to be       Amount to be     Maximum Offering          Maximum                 Amount of Registration Fee
        Registered                Registered       Price Per Share     Aggregate Offering
                                                                             Price
==============================================================================================================================

<S>                              <C>               <C>                 <C>
Common Stock, Par                  145,000(1)          $6.50            $   942,500
Value $.01 Per Share               555,500(2)           6.88              3,819,063
                                 1,299,500(3)           9.75             12,670,125
                                 ---------                              -----------
                                 2,000,000                              $17,431,688                      $5,282.33
                                 =========                              ===========                      ==========
==============================================================================================================================
</TABLE>

(1)    Represents shares issuable upon exercise of options previously granted
       under the 1997 Incentive and Non-Qualified Stock Option Plan (the
       "Plan").
(2)    Represents shares issuable upon exercise of options previously granted
       under the Plan.
(3)    Represents shares issuable in connection with options available for grant
       under the Plan.
(4)    The registration fee has been computed in accordance with paragraphs (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 3, 1997.
<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, 1996.

      (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1996, March 31 and June 30, 1997 and the Registrant's Current
Reports on Form 8-K dated October 1, 1997.

      (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 1997 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.
<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 of 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 which 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 LLP.

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

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

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

                  99    1997 Incentive and Non-Qualified Stock Option Plan.
<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. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            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
<PAGE>   6
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.
<PAGE>   7
                                   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 October 31, 1997.


                                          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       October 31, 1997
-----------------------------      and Director
Gary E. Frashier

/s/  Robert L. Van Nostrand      Vice President and          October 31, 1997
----------------------------- Chief Financial Officer
Robert L. Van Nostrand

/s/  G. Morgan Browne                Director                October 10, 1997
-----------------------------
G. Morgan Browne

/s/  John H. French, II              Director                October 14, 1997
-----------------------------
John H. French, II
</TABLE>
<PAGE>   8
<TABLE>
<CAPTION>
<S>                                  <C>                     <C>
/s/  Edwin A. Gee, Ph.D.             Director                October 17, 1997
------------------------------
Edwin A. Gee, Ph.D.

/s/  Daryl K. Granner, M.D.          Director                October 10, 1997
------------------------------
Daryl K. Granner, M.D.

/s/  Walter M. Lovenberg, Ph.D.      Director                October 31, 1997
------------------------------
Walter M. Lovenberg, Ph.D.

/s/  Steve M. Peltzman               Director                October 23, 1997
------------------------------
Steve M. Peltzman

/s/  Gary Takata                     Director                October 12, 1997
------------------------------
Gary Takata

/s/  John P. White                   Director                October 10, 1997
------------------------------
John P. White
</TABLE>
<PAGE>   9
                                  EXHIBIT INDEX


 EXHIBIT NO.                              EXHIBIT
 -----------                              -------

 5                        Opinion of Saul, Ewing, Remick & Saul LLP.

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

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

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

                          1997 Incentive and Non-Qualified Stock Option Plan
[{"type": "S-8", "sequence": "1", "description": "OSI PHARMACEUTICALS, INC.", "secsgml_size_bytes": 19223}]
{"company-data": {"conformed-name": "OSI PHARMACEUTICALS 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": "333-39509", "film-number": "97707789"}, "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"}, "former-company": {"former-conformed-name": "ONCOGENE SCIENCE INC", "date-changed": "19920703"}}
1
    As filed with the Securities and Exchange Commission on November 4, 1997

                                                       Registration No. 
                                                                        --------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

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

                            OSI PHARMACEUTICALS, INC.
                        1997 INCENTIVE AND NON-QUALIFIED
                                STOCK OPTION PLAN
                            (Full title of the plan)

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

                             ROBERT L. VAN NOSTRAND
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             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 LLP
                             3800 CENTRE SQUARE WEST
                        PHILADELPHIA, PENNSYLVANIA 19102
                                 (215) 972-1955

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

               See next page for calculation of registration fee.
                             -----------------------
2
                         CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                     Proposed              Proposed
 Title of Securities to be       Amount to be     Maximum Offering          Maximum                 Amount of Registration Fee
        Registered                Registered       Price Per Share     Aggregate Offering
                                                                             Price
==============================================================================================================================
Common Stock, Par                  145,000(1)          $6.50            $   942,500
Value $.01 Per Share               555,500(2)           6.88              3,819,063
                                 1,299,500(3)           9.75             12,670,125
                                 ---------                              -----------
                                 2,000,000                              $17,431,688                      $5,282.33
                                 =========                              ===========                      ==========
==============================================================================================================================
(1)    Represents shares issuable upon exercise of options previously granted
       under the 1997 Incentive and Non-Qualified Stock Option Plan (the
       "Plan").
(2)    Represents shares issuable upon exercise of options previously granted
       under the Plan.
(3)    Represents shares issuable in connection with options available for grant
       under the Plan.
(4)    The registration fee has been computed in accordance with paragraphs (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 3, 1997.
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, 1996.

      (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1996, March 31 and June 30, 1997 and the Registrant's Current
Reports on Form 8-K dated October 1, 1997.

      (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 1997 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.
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 of 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 which 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 LLP.

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

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

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

                  99    1997 Incentive and Non-Qualified Stock Option Plan.
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. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            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
6
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.
7
                                   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 October 31, 1997.

                                          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       October 31, 1997
-----------------------------      and Director
Gary E. Frashier

/s/  Robert L. Van Nostrand      Vice President and          October 31, 1997
----------------------------- Chief Financial Officer
Robert L. Van Nostrand

/s/  G. Morgan Browne                Director                October 10, 1997
-----------------------------
G. Morgan Browne

/s/  John H. French, II              Director                October 14, 1997
-----------------------------
John H. French, II
8
/s/  Edwin A. Gee, Ph.D.             Director                October 17, 1997
------------------------------
Edwin A. Gee, Ph.D.

/s/  Daryl K. Granner, M.D.          Director                October 10, 1997
------------------------------
Daryl K. Granner, M.D.

/s/  Walter M. Lovenberg, Ph.D.      Director                October 31, 1997
------------------------------
Walter M. Lovenberg, Ph.D.

/s/  Steve M. Peltzman               Director                October 23, 1997
------------------------------
Steve M. Peltzman

/s/  Gary Takata                     Director                October 12, 1997
------------------------------
Gary Takata

/s/  John P. White                   Director                October 10, 1997
------------------------------
John P. White
9
                                  EXHIBIT INDEX

 EXHIBIT NO.                              EXHIBIT
 -----------                              -------

 5                        Opinion of Saul, Ewing, Remick & Saul LLP.

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

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

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

                          1997 Incentive and Non-Qualified Stock Option Plan