<PAGE>

    As filed with the Securities and Exchange Commission on October 15, 2003
                          Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ADVANCIS PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                                  <C>
                         DELAWARE                                                 52-2208264
             (State or other jurisdiction of                         (I.R.S. Employer Identification No.)
              Incorporation or organization)

               20425 SENECA MEADOWS PARKWAY
                GERMANTOWN, MARYLAND 20876

                      (301) 944-6600                                                 20876
         (Address of principal executive offices)                                 (Zip Code)
</TABLE>

            AMENDED AND RESTATED ADVANCIS PHARMACEUTICAL CORPORATION
                              STOCK INCENTIVE PLAN
        ADVANCIS PHARMACEUTICAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plans)

     (Name, address and telephone
     number of agent for service)                         (Copy to)
       EDWARD M. RUDNIC, PH.D.                       R.W. SMITH, JR., ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER              HOWARD S. SCHWARTZ, ESQ.
 ADVANCIS PHARMACEUTICAL CORPORATION                   PIPER RUDNICK LLP
     20425 SENECA MEADOWS PARKWAY                      6225 SMITH AVENUE
      GERMANTOWN, MARYLAND 20876                   BALTIMORE, MARYLAND 21209
          (301) 944-6600                                 (410) 580-3000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                               PROPOSED           PROPOSED
                                            AMOUNT             MAXIMUM            MAXIMUM            AMOUNT OF
                                             TO BE             OFFERING          AGGREGATE         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)      PRICE PER UNIT     OFFERING PRICE           FEE
<S>                                      <C>                <C>                 <C>                <C>
Common Stock, $.01 par value
    Stock Incentive Plan                  1,626,626         $      .78 (2)       $ 1,268,769        $      103

                                          2,941,053         $    13.00 (3)       $38,233,689        $    3,094

    Employee Stock Purchase Plan            100,000         $    13.00 (4)       $ 1,300,000        $      106
                                          ---------                               ----------         ----------
TOTAL                                     4,667,679                              $40,802,458        $    3,303
                                          ---------                               ----------         ----------
</TABLE>

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
additional shares of Common Stock that may be offered or issued by reason of
stock splits, stock dividends or similar transactions.

                                       1
<PAGE>

(2) Pursuant to Rule 457(h), the aggregate offering price and the fee have been
computed upon the basis of the price at which the options granted under the
Amended and Restated Advancis Pharmaceutical Corporation Stock Incentive Plan
(the "Plan") may be exercised. The offering price per share set forth for such
shares is the weighted average exercise price at which such options are
exercisable.

(3) The price of $13.00 per share, which is the average of the high and low
proposed initial public offering price of the Common Stock, is set forth solely
for the purpose of calculating the fee pursuant to Rule 457(h) for an aggregate
number of 2,941,053 shares, of which 2,516,764 shares have not been issued under
the Plan and are not subject to outstanding awards under the Plan and 424,289
shares are outstanding under the Plan, but are subject to forfeiture, and
therefore may become available again for issuance under the Plan.

(4) The price of $13.00 per share, which is the average of the high and low
proposed initial public offering price of the Common Stock, is set forth solely
for the purpose of calculating the fee pursuant to Rule 457(h) for all shares
issuable pursuant to the Advancis Pharmaceutical Corporation Employee Stock
Purchase Plan.



                                       2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Not required to be included in this Form S-8 Registration Statement
pursuant to the introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)      The Registrant's Registration Statement on Form S-1 (File No.
                  333-107599);

         (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended ("Exchange
                  Act"), since the end of the fiscal year covered by the
                  document referred to in (a) above; and

         (c)      Description of Common Stock of the Registrant contained or
                  incorporated in the registration statements filed by the
                  Registrant under the Exchange Act, including any amendments or
                  reports filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may 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
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit, or proceeding, provided the person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable


                                       3
<PAGE>

cause to believe that his conduct was unlawful. A similar standard of care is
applicable in the case of actions by or in the right of the corporation, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person will have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action was brought determines that, despite the adjudication of
liability but in view of all of the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for expenses that the Delaware Court
of Chancery or other court shall deem proper.

         The Registrant's certificate of incorporation and bylaws provide that
the Registrant will indemnify and advance expenses to the Registrant's
directors, officers and employees to the fullest extent permitted by Delaware
law in connection with any threatened, pending or completed action, suit or
proceeding to which such person was or is a party or is threatened to be made a
party by reason of the fact that he or she is or was a director, officer or
employee of the Registrant, or is or was serving at the Registrant's request as
a director, officer, employee or agent of another corporation or enterprise. The
Registrant has entered into indemnification agreements with each of the
Registrant's directors and executive officers that provide them with rights to
indemnification and expense advancement to the fullest extent permitted under
the Delaware General Corporation Law.

         The Registrant maintains directors' and officers' liability insurance
to insure the Registrant's directors and officers against liability for actions
or omissions occurring in their capacity as a director or officer, subject to
certain exclusions and limitations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER     DESCRIPTION
------     -----------
<S>        <C>
4.1        Fifth Restated Certificate of Incorporation of the Registrant, as amended
           (incorporated by reference from Exhibit 3.1 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.2        Amendment to Certificate of Incorporation of the Registrant (incorporated by
           reference from Exhibit 3.2 of Amendment No. 1 to the Registrant's
           Registration Statement on Form S-1) (File No. 333-107599)

4.3        Form of Certificate of Incorporation of the Registrant to be in effect after
           the closing of the offering made pursuant to the Registration Statement on
           Form S-1 (incorporated by reference from Exhibit 3.2 of the Registrant's
           Registration Statement on Form S-1) (File No. 333-107599)

4.4        Amended and Restated Bylaws of the Registrant, as amended (incorporated by
           reference from Exhibit 3.3 of the Registrant's Registration Statement on
           Form S-1) (File No. 333-107599)
</TABLE>

                                       4
<PAGE>
<TABLE>
<S>        <C>
4.5        Form of Bylaws of the Registrant to be in effect after the closing of the
           offering made pursuant to the Registration Statement on Form S-1
           (incorporated by reference from Exhibit 3.4 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.6        Specimen Stock Certificate for shares of Common Stock of the Registrant
           (incorporated by reference from Exhibit 4.1 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.7        Amended and Restated Advancis Pharmaceutical Corporation Stock Incentive
           Plan (incorporated by reference from Exhibit 10.14 of Amendment No. 3 to the
           Registrant's Registration Statement on Form S-1) (File No. 333-107599)

4.8        Advancis Pharmaceutical Corporation Employee Stock Purchase Plan (filed
           herewith)

5.1        Opinion of Piper Rudnick LLP, counsel for the Registrant, regarding the
           legal validity of the shares of Common Stock being registered on this
           Registration Statement (filed herewith)

23.1       Consent of Counsel (contained in Exhibit 5.1)

23.2       Consent of Independent Accountants (filed herewith)

24.1       Power of Attorney (included on Signature Page)
</TABLE>

ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act 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 this 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.

         Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this 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


                                       5
<PAGE>

securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

         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 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 liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                       6
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Germantown, State of Maryland, on the 15th day
of October, 2003.

                                ADVANCIS PHARMACEUTICAL CORPORATION



                                By:    /s/ Edward M. Rudnic
                                       --------------------
                                       Edward M. Rudnic, Ph.D.
                                       President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the administrator of the Employee Stock Purchase Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Germantown, State of Maryland, on the 15th day
of October, 2003.

                                ADVANCIS PHARMACEUTICAL CORPORATION
                                EMPLOYEE STOCK PURCHASE PLAN

                                By:       /s/ Wayne T. Hockmeyer
                                      ------------------------------------------
                                      On Behalf of the Compensation Committee as
                                      Plan Administrator



                                       7
<PAGE>

                               POWERS OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Edward M. Rudnic, Ph.D. and Steven A. Shallcross as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, to
sign any or all further amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his 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 Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature                                                     Title                                        Date
---------                                                     -----                                        ----
<S>                                      <C>                                                         <C>
/s/ Edward M. Rudnic, Ph.D.              President, Chief Executive Officer and Director             October 15, 2003
---------------------------------
Edward M. Rudnic, Ph.D.                           (Principal Executive Officer)

/s/ Steven A. Shallcross                  Senior Vice President, Chief Financial Officer             October 15, 2003
---------------------------------
Steven A. Shallcross                                      and Treasurer
                                           (Principal Financial and Accounting Officer)

/s/ James D. Isbister                           Chairman of the Board and Director                   October 15, 2003
---------------------------------
James D. Isbister

/s/ James H. Cavanaugh, Ph.D.                                Director                                October 15, 2003
-----------------------------
James H. Cavanaugh, Ph.D.

/s/ Elizabeth Czerepak                                       Director                                October 15, 2003
---------------------------------
Elizabeth Czerepak

/s/ R. Gordon Douglas, M.D.                                  Director                                October 15, 2003
---------------------------------
R. Gordon Douglas, M.D.

/s/ Richard W. Dugan                                         Director                                October 15, 2003
---------------------------------
Richard W. Dugan

/s/ Wayne T. Hockmeyer, Ph.D.                                Director                                October 15, 2003
-----------------------------
Wayne T. Hockmeyer, Ph.D.

/s/ Harold R. Werner                                         Director                                October 15, 2003
---------------------------------
Harold R. Werner
</TABLE>



                                       8
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER     DESCRIPTION
------     -----------
<S>        <C>
4.1        Fifth Restated Certificate of Incorporation of the Registrant, as amended
           (incorporated by reference from Exhibit 3.1 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.2        Amendment to Certificate of Incorporation of the Registrant (incorporated by
           reference from Exhibit 3.2 of Amendment No. 1 to the Registrant's
           Registration Statement on Form S-1) (File No. 333-107599)

4.3        Form of Certificate of Incorporation of the Registrant to be in effect after
           the closing of the offering made pursuant to the Registration Statement on
           Form S-1 (incorporated by reference from Exhibit 3.2 of the Registrant's
           Registration Statement on Form S-1) (File No. 333-107599)

4.4        Amended and Restated Bylaws of the Registrant, as amended (incorporated by
           reference from Exhibit 3.3 of the Registrant's Registration Statement on
           Form S-1) (File No. 333-107599)

4.5        Form of Bylaws of the Registrant to be in effect after the closing of the
           offering made pursuant to the Registration Statement on Form S-1
           (incorporated by reference from Exhibit 3.4 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.6        Specimen Stock Certificate for shares of Common Stock of the Registrant
           (incorporated by reference from Exhibit 4.1 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.7        Amended and Restated Advancis Pharmaceutical Corporation Stock Incentive
           Plan (incorporated by reference from Exhibit 10.14 of Amendment No. 3 to the
           Registrant's Registration Statement on Form S-1) (File No. 333-107599)

4.8        Advancis Pharmaceutical Corporation Employee Stock Purchase Plan (filed
           herewith)

5.1        Opinion of Piper Rudnick LLP, counsel for the Registrant, regarding the
           legal validity of the shares of Common Stock being registered on this
           Registration Statement (filed herewith)

23.1       Consent of Counsel (contained in Exhibit 5.1)

23.2       Consent of Independent Accountants (filed herewith)

24.1       Power of Attorney (included on Signature Page)
</TABLE>




                                       9
[{"type": "S-8", "sequence": "1", "filename": "y90647sv8.txt", "description": "ADVANCIS PHARMACEUTICAL CORPORATION", "secsgml_size_bytes": 23534}]
{"company-data": {"conformed-name": "ADVANCIS PHARMACEUTICAL CORP", "cik": "0001161924", "assigned-sic": "2834"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109728", "film-number": "03942459"}, "business-address": {"street1": "20425 SENECA MEADOWS PARKWAY", "city": "GERMANTOWN", "state": "MD", "zip": "20878", "phone": "(301) 944-6600"}}
As filed with the Securities and Exchange Commission on October 15, 2003
                          Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ADVANCIS PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                                 52-2208264
             (State or other jurisdiction of                         (I.R.S. Employer Identification No.)
              Incorporation or organization)

               20425 SENECA MEADOWS PARKWAY
                GERMANTOWN, MARYLAND 20876

                      (301) 944-6600                                                 20876
         (Address of principal executive offices)                                 (Zip Code)
AMENDED AND RESTATED ADVANCIS PHARMACEUTICAL CORPORATION
                              STOCK INCENTIVE PLAN
        ADVANCIS PHARMACEUTICAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plans)

     (Name, address and telephone
     number of agent for service)                         (Copy to)
       EDWARD M. RUDNIC, PH.D.                       R.W. SMITH, JR., ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER              HOWARD S. SCHWARTZ, ESQ.
 ADVANCIS PHARMACEUTICAL CORPORATION                   PIPER RUDNICK LLP
     20425 SENECA MEADOWS PARKWAY                      6225 SMITH AVENUE
      GERMANTOWN, MARYLAND 20876                   BALTIMORE, MARYLAND 21209
          (301) 944-6600                                 (410) 580-3000

                         CALCULATION OF REGISTRATION FEE
PROPOSED           PROPOSED
                                            AMOUNT             MAXIMUM            MAXIMUM            AMOUNT OF
                                             TO BE             OFFERING          AGGREGATE         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED     REGISTERED (1)      PRICE PER UNIT     OFFERING PRICE           FEE
Common Stock, $.01 par value
    Stock Incentive Plan                  1,626,626         $      .78 (2)       $ 1,268,769        $      103

                                          2,941,053         $    13.00 (3)       $38,233,689        $    3,094

    Employee Stock Purchase Plan            100,000         $    13.00 (4)       $ 1,300,000        $      106
                                          ---------                               ----------         ----------
TOTAL                                     4,667,679                              $40,802,458        $    3,303
                                          ---------                               ----------         ----------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
additional shares of Common Stock that may be offered or issued by reason of
stock splits, stock dividends or similar transactions.

                                       1
(2) Pursuant to Rule 457(h), the aggregate offering price and the fee have been
computed upon the basis of the price at which the options granted under the
Amended and Restated Advancis Pharmaceutical Corporation Stock Incentive Plan
(the "Plan") may be exercised. The offering price per share set forth for such
shares is the weighted average exercise price at which such options are
exercisable.

(3) The price of $13.00 per share, which is the average of the high and low
proposed initial public offering price of the Common Stock, is set forth solely
for the purpose of calculating the fee pursuant to Rule 457(h) for an aggregate
number of 2,941,053 shares, of which 2,516,764 shares have not been issued under
the Plan and are not subject to outstanding awards under the Plan and 424,289
shares are outstanding under the Plan, but are subject to forfeiture, and
therefore may become available again for issuance under the Plan.

(4) The price of $13.00 per share, which is the average of the high and low
proposed initial public offering price of the Common Stock, is set forth solely
for the purpose of calculating the fee pursuant to Rule 457(h) for all shares
issuable pursuant to the Advancis Pharmaceutical Corporation Employee Stock
Purchase Plan.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Not required to be included in this Form S-8 Registration Statement
pursuant to the introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)      The Registrant's Registration Statement on Form S-1 (File No.
                  333-107599);

         (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended ("Exchange
                  Act"), since the end of the fiscal year covered by the
                  document referred to in (a) above; and

         (c)      Description of Common Stock of the Registrant contained or
                  incorporated in the registration statements filed by the
                  Registrant under the Exchange Act, including any amendments or
                  reports filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may 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
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit, or proceeding, provided the person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable

                                       3
cause to believe that his conduct was unlawful. A similar standard of care is
applicable in the case of actions by or in the right of the corporation, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person will have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action was brought determines that, despite the adjudication of
liability but in view of all of the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for expenses that the Delaware Court
of Chancery or other court shall deem proper.

         The Registrant's certificate of incorporation and bylaws provide that
the Registrant will indemnify and advance expenses to the Registrant's
directors, officers and employees to the fullest extent permitted by Delaware
law in connection with any threatened, pending or completed action, suit or
proceeding to which such person was or is a party or is threatened to be made a
party by reason of the fact that he or she is or was a director, officer or
employee of the Registrant, or is or was serving at the Registrant's request as
a director, officer, employee or agent of another corporation or enterprise. The
Registrant has entered into indemnification agreements with each of the
Registrant's directors and executive officers that provide them with rights to
indemnification and expense advancement to the fullest extent permitted under
the Delaware General Corporation Law.

         The Registrant maintains directors' and officers' liability insurance
to insure the Registrant's directors and officers against liability for actions
or omissions occurring in their capacity as a director or officer, subject to
certain exclusions and limitations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT
NUMBER     DESCRIPTION
------     -----------
4.1        Fifth Restated Certificate of Incorporation of the Registrant, as amended
           (incorporated by reference from Exhibit 3.1 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.2        Amendment to Certificate of Incorporation of the Registrant (incorporated by
           reference from Exhibit 3.2 of Amendment No. 1 to the Registrant's
           Registration Statement on Form S-1) (File No. 333-107599)

4.3        Form of Certificate of Incorporation of the Registrant to be in effect after
           the closing of the offering made pursuant to the Registration Statement on
           Form S-1 (incorporated by reference from Exhibit 3.2 of the Registrant's
           Registration Statement on Form S-1) (File No. 333-107599)

4.4        Amended and Restated Bylaws of the Registrant, as amended (incorporated by
           reference from Exhibit 3.3 of the Registrant's Registration Statement on
           Form S-1) (File No. 333-107599)
4
4.5        Form of Bylaws of the Registrant to be in effect after the closing of the
           offering made pursuant to the Registration Statement on Form S-1
           (incorporated by reference from Exhibit 3.4 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.6        Specimen Stock Certificate for shares of Common Stock of the Registrant
           (incorporated by reference from Exhibit 4.1 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.7        Amended and Restated Advancis Pharmaceutical Corporation Stock Incentive
           Plan (incorporated by reference from Exhibit 10.14 of Amendment No. 3 to the
           Registrant's Registration Statement on Form S-1) (File No. 333-107599)

4.8        Advancis Pharmaceutical Corporation Employee Stock Purchase Plan (filed
           herewith)

5.1        Opinion of Piper Rudnick LLP, counsel for the Registrant, regarding the
           legal validity of the shares of Common Stock being registered on this
           Registration Statement (filed herewith)

23.1       Consent of Counsel (contained in Exhibit 5.1)

23.2       Consent of Independent Accountants (filed herewith)

24.1       Power of Attorney (included on Signature Page)
ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act 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 this 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.

         Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this 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

                                       5
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

         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 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 liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Germantown, State of Maryland, on the 15th day
of October, 2003.

                                ADVANCIS PHARMACEUTICAL CORPORATION

                                By:    /s/ Edward M. Rudnic
                                       --------------------
                                       Edward M. Rudnic, Ph.D.
                                       President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the administrator of the Employee Stock Purchase Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Germantown, State of Maryland, on the 15th day
of October, 2003.

                                ADVANCIS PHARMACEUTICAL CORPORATION
                                EMPLOYEE STOCK PURCHASE PLAN

                                By:       /s/ Wayne T. Hockmeyer
                                      ------------------------------------------
                                      On Behalf of the Compensation Committee as
                                      Plan Administrator

                                       7
POWERS OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Edward M. Rudnic, Ph.D. and Steven A. Shallcross as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, to
sign any or all further amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his 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 Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                                     Title                                        Date
---------                                                     -----                                        ----
/s/ Edward M. Rudnic, Ph.D.              President, Chief Executive Officer and Director             October 15, 2003
---------------------------------
Edward M. Rudnic, Ph.D.                           (Principal Executive Officer)

/s/ Steven A. Shallcross                  Senior Vice President, Chief Financial Officer             October 15, 2003
---------------------------------
Steven A. Shallcross                                      and Treasurer
                                           (Principal Financial and Accounting Officer)

/s/ James D. Isbister                           Chairman of the Board and Director                   October 15, 2003
---------------------------------
James D. Isbister

/s/ James H. Cavanaugh, Ph.D.                                Director                                October 15, 2003
-----------------------------
James H. Cavanaugh, Ph.D.

/s/ Elizabeth Czerepak                                       Director                                October 15, 2003
---------------------------------
Elizabeth Czerepak

/s/ R. Gordon Douglas, M.D.                                  Director                                October 15, 2003
---------------------------------
R. Gordon Douglas, M.D.

/s/ Richard W. Dugan                                         Director                                October 15, 2003
---------------------------------
Richard W. Dugan

/s/ Wayne T. Hockmeyer, Ph.D.                                Director                                October 15, 2003
-----------------------------
Wayne T. Hockmeyer, Ph.D.

/s/ Harold R. Werner                                         Director                                October 15, 2003
---------------------------------
Harold R. Werner
8
EXHIBIT INDEX
EXHIBIT
NUMBER     DESCRIPTION
------     -----------
4.1        Fifth Restated Certificate of Incorporation of the Registrant, as amended
           (incorporated by reference from Exhibit 3.1 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.2        Amendment to Certificate of Incorporation of the Registrant (incorporated by
           reference from Exhibit 3.2 of Amendment No. 1 to the Registrant's
           Registration Statement on Form S-1) (File No. 333-107599)

4.3        Form of Certificate of Incorporation of the Registrant to be in effect after
           the closing of the offering made pursuant to the Registration Statement on
           Form S-1 (incorporated by reference from Exhibit 3.2 of the Registrant's
           Registration Statement on Form S-1) (File No. 333-107599)

4.4        Amended and Restated Bylaws of the Registrant, as amended (incorporated by
           reference from Exhibit 3.3 of the Registrant's Registration Statement on
           Form S-1) (File No. 333-107599)

4.5        Form of Bylaws of the Registrant to be in effect after the closing of the
           offering made pursuant to the Registration Statement on Form S-1
           (incorporated by reference from Exhibit 3.4 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.6        Specimen Stock Certificate for shares of Common Stock of the Registrant
           (incorporated by reference from Exhibit 4.1 of the Registrant's Registration
           Statement on Form S-1) (File No. 333-107599)

4.7        Amended and Restated Advancis Pharmaceutical Corporation Stock Incentive
           Plan (incorporated by reference from Exhibit 10.14 of Amendment No. 3 to the
           Registrant's Registration Statement on Form S-1) (File No. 333-107599)

4.8        Advancis Pharmaceutical Corporation Employee Stock Purchase Plan (filed
           herewith)

5.1        Opinion of Piper Rudnick LLP, counsel for the Registrant, regarding the
           legal validity of the shares of Common Stock being registered on this
           Registration Statement (filed herewith)

23.1       Consent of Counsel (contained in Exhibit 5.1)

23.2       Consent of Independent Accountants (filed herewith)

24.1       Power of Attorney (included on Signature Page)
9