<PAGE>
 
<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1997

                                                       REGISTRATION NO.333-_____

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

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


                        ALGOS PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                     22-3142274
     (State of other jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                     Identification No.)

           COLLINGWOOD PLAZA
             4900 ROUTE 33
          NEPTUNE, NEW JERSEY                              07753-6804
         (Address of principal                             (Zip Code)
          executive offices)

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


             ALGOS PHARMACEUTICAL CORPORATION 1994 STOCK OPTION PLAN
             ALGOS PHARMACEUTICAL CORPORATION 1996 STOCK OPTION PLAN
           ALGOS PHARMACEUTICAL CORPORATION 1996 NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN
                            (Full title of the Plans)

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


                                  JOHN W. LYLE
                        ALGOS PHARMACEUTICAL CORPORATION
                                COLLINGWOOD PLAZA
                                  4900 ROUTE 33
                         NEPTUNE, NEW JERSEY 07753-6804
                                 (908) 938-5959
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    Copy to:
                                 RAYMOND Y. LIN
                                LATHAM & WATKINS
                                885 THIRD AVENUE
                                   SUITE 1000
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200


<PAGE>
 
<PAGE>





                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                            Amount             Proposed               Proposed
                          of Shares            Maximum                 Maximum             Amount of
Title of Securities         to be           Offering Price            Aggregate          Registration
to be Registered          Registered        Per Share (1)        Offering Price (1)           Fee
----------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>                    <C>                   <C>
Common Stock               887,270          $0.12; $0.13;            $5,344,087            $1,619.42
$.01 par value                             $11.25; $12.00;
                                           $12.25; $12.88;
                                           $13.50; $13.63;
                                           $14.00; $15.00;
                                           $16.00; $16.25;
                                           $16.50; $17.50;
                                           $17.75; $18.25;
                                                $16.37
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)      For purposes of computing the registration  fee only.  Pursuant to Rule
         457(h), the Proposed Maximum Offering Price Per Share is based upon (a)
         the exercise price per share ($0.12) of outstanding options for 176,375
         shares, (b) the exercise price per share ($.013) of outstanding options
         for  369,350  shares,  (c) the  exercise  price per share  ($11.25)  of
         outstanding options for 10,000 shares, (d) the exercise price per share
         ($12.00) of  outstanding  options for 10,000  shares,  (e) the exercise
         price per share ($12.25) of outstanding  options for 2,000 shares,  (f)
         the exercise price per share ($12.88) of outstanding options for 10,000
         shares,  (g) the  exercise  price per  share  ($13.50)  of  outstanding
         options for 10,500 shares, (h) the exercise price per share ($13.63) of
         outstanding  options for 3,000 shares, (i) the exercise price per share
         ($14.00) of  outstanding  options for 30,000  shares,  (j) the exercise
         price per share ($15.00) of outstanding  options for 85,000 shares, (k)
         the exercise price per share ($16.00) of outstanding  options for 6,000
         shares,  (l) the  exercise  price per  share  ($16.25)  of  outstanding
         options for 500 shares,  (m) the exercise  price per share  ($16.50) of
         outstanding options for 24,000 shares, (n) the exercise price per share
         ($17.50) of  outstanding  options for 20,000  shares,  (o) the exercise
         price per share ($17.75) of outstanding  options for 4,000 shares,  (p)
         the exercise price per share ($18.25) of outstanding options for 10,000
         shares,  and (q) for the remaining 116,545 shares,  $16.37, the average
         of the high and low prices for the Company's  Common Stock  reported on
         the composite  tape for the NASDAQ  National  Market System on June 17,
         1997.

                                        


<PAGE>
 
<PAGE>



                                     PART I

Item 1.  Plan Information

                  Not required to be filed with this Registration Statement.

Item 2.  Registration Information and Employee Plan Annual Information

                  Not required to be filed with this Registration Statement.

                                     PART II

Item 3.  Incorporation of Documents by Reference

                  The following documents filed with the Securities and Exchange
Commission by Algos  Pharmaceutical  Corporation,  a Delaware  corporation  (the
"Company"),  are incorporated as of their respective dates in this  Registration
Statement by reference:

                  A.       The  Company's  Annual  Report  on Form  10-K for the
                           fiscal year ended December 31, 1996.

                  B.       All other  reports  filed by the Company  pursuant to
                           Sections 13(a) and 15(d) of the  Securities  Exchange
                           Act of 1934, as amended (the "Exchange
                           Act"), since December 31, 1996.

                  C.       Description of the Company's  Common Stock  contained
                           in the Company's  Registration  Statement on Form S-1
                           (File No. 333-04313) of the Registrant.

                  All documents filed by the Company 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 then remaining  unsold are  incorporated by reference
in this  Registration  Statement  and are a part  hereof from the date of filing
such documents.

                  Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference  herein modifies or supersedes
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

                                        3


<PAGE>
 
<PAGE>



Item 4.  Description of Securities

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not applicable.

Item 6.  Indemnification of Directors and Officers

                  Section  145 of the  Delaware  General  Corporation  Law  (the
"DGCL")  and  Article  SEVENTH  of  the  Amended  and  Restated  Certificate  of
Incorporation  provide  for  indemnification  of  the  Company's  directors  and
officers in a variety of circumstances,  which may include liabilities under the
Securities  Act of 1933,  as amended (the  "Securities  Act").  Article  SEVENTH
provides that unless otherwise determined by the Board of Directors, the Company
shall  indemnify,  to the full extent  permitted by the laws of Delaware as from
time to time in effect, the persons described in Section 145 of DGCL.

                  The  general  effect  of the  provisions  in the  Amended  and
Restated  Certificate  of  Incorporation  and the  DGCL is to  provide  that the
company shall  indemnify its directors and officers  against all liabilities and
expenses  actually and  reasonably  incurred in  connection  with the defense or
settlement  of any  judicial of  administrative  proceedings  in which they have
become involved by reason of their status as corporate directors or officers, if
they acted in good faith and in the  reasonable  belief  that their  conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with the
best  interests of the Company.  With respect to legal  proceedings by or in the
right of the  Company in which a director  or  officer  is  adjudged  liable for
improper  performance of his duty to the Company or another enterprise for which
such  person  served  in a  similar  capacity  at the  request  of the  Company,
indemnification  is limited by such provisions to that amount which is permitted
by the Court.

Item 7.  Exemption from Registration Claimed

                  Not applicable.

                                        4


<PAGE>
 
<PAGE>


Item 8.  Exhibits

                  4(a)      Form  of  Amended  and   Restated   Certificate   of
                            Incorporation of the Company.  (Incorporated  herein
                            by reference to Registrant's  Registration Statement
                            on Form S-1,  declared  effective on  September  25,
                            1996, File No. 333-04313.)

                  4(b)      Form of Amended and Restated  Bylaws of the Company.
                            (Incorporated  herein by reference  to  Registrant's
                            Registration   Statement   on  Form  S-1,   declared
                            effective   on   September   25,   1996,   File  No.
                            333-04313.)

                  4(c)      Form  of  Stock   Certificate   of   Common   Stock.
                            (Incorporated  herein by reference  to  Registrant's
                            Registration   Statement   on  Form  S-1,   declared
                            effective   on   September   25,   1996,   File  No.
                            333-04313.)

                  4(d)      1994  Stock  Option  Plan.  (Incorporated  herein by
                            reference to Registrant's  Registration Statement on
                            Form S-1, declared effective on September  25, 1996,
                            File No. 333-04313.)

                  4(e)      1996  Stock  Option  Plan.  (Incorporated  herein by
                            reference to Registrant's  Registration Statement on
                            Form S-1, declared  effective on September 25, 1996,
                            File No. 333-04313.)

                  4(f)      1996   Non-Employee   Director  Stock  Option  Plan.
                            (Incorporated  herein by reference  to  Registrant's
                            Registration   Statement   on  Form  S-1,   declared
                            effective   on   September   25,   1996,   File  No.
                            333-04313  and  the  Registrant's  Form  10-K, filed
                            March 31, 1997, File No. 000-28844.)

                  5(a)      Opinion  of Latham & Watkins as to the  legality  of
                            the Common Stock being registered.

                  23(a)     Consent of Coopers & Lybrand L.L.P.

                  23(b)     Consent  of  Latham  & Watkins (included  in Exhibit
                            5(a)).

                  24(a)     Power of Attorney (included on signature page).

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   (the
                                            "Securities Act");

                                    (ii)    To  reflect  in the  prospectus  any
                                            facts or  events  arising  after the
                                            effective date of this  Registration
                                            Statement   (or  the   most   recent
                                            post-effective   amendment  thereof)
                                            which,

                                        5


<PAGE>
 
<PAGE>

                                            individually  or in  the  aggregate,
                                            represent  a  fundamental  change in
                                            the  information  set  forth  in the
                                            Registration Statement;

                                    (iii)   To include any material  information
                                            with   respect   to  the   plan   of
                                            distribution      not     previously
                                            disclosed   in   the    Registration
                                            Statement or any material  change to
                                            such information in the Registration
                                            Statement;

                            provided,  however,  that  paragraphs  (a)(1)(i) and
                            (a)(1)(ii) shall not apply to information  contained
                            in periodic reports filed by the Registrant pursuant
                            to Section 13 or Section  15(d) of the  Exchange Act
                            that  are   incorporated   by   reference   in  this
                            Registration Statement.

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

                            (3)     To remove  from  registration  by means of a
                                    post-effective    amendment   any   of   the
                                    securities   being  registered  that  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,  each  filing  of the  Registrant's
                            Annual Report  pursuant to Section 13(a) or 15(d) of
                            the Exchange Act 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  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  Securities  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 Securities Act and will be governed
                            by the final adjudication of such issue.


                                        6


<PAGE>
 
<PAGE>



                                   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,  thereunto
duly authorized, in the City of Neptune, State of New Jersey, on June 19, 1997.

                                     ALGOS PHARMACEUTICAL CORPORATION

                                     By:  /s/ John W. Lyle
                                          ----------------------------
                                          John W. Lyle
                                          Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears below,
hereby   constitutes   and   appoints   John  W.   Lyle  his  true  and   lawful
attorney-in-fact  and agent, with full power of substitution and  reimbursement,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or supplements 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
necessary or appropriate to be done with respect to this Registration  Statement
or any amendments or supplements  hereto 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.

                                        7


<PAGE>
 
<PAGE>




                  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 date indicated.


<TABLE>
<CAPTION>

               Signature                                  Title                      Date Signed
               ---------                                  -----                      -----------
<S>                                   <C>                                        <C>
         /s/ John W. Lyle                President, Chief Executive                  June 19, 1997
     ---------------------------         Officer and Director
             John W. Lyle                (Principal Executive Officer)

        /s/ Gary R. Anthony              Chief Financial Officer                     June 19, 1997
     ---------------------------         (Principal Financial and
            Gary R. Anthony              Accounting Officer)

        /s/ James R. Ledley              Assistant Secretary and                     June 17, 1997
     ---------------------------         Director
            James R. Ledley

                                         Director                                    June --, 1997
     ---------------------------
           Donald G. Drapkin

        /s/ Roger H. Kimmel              Director                                    June 19, 1997
     ---------------------------
            Roger H. Kimmel

       /s/ Dieter A. Sulser              Director                                    June 19, 1997
     ---------------------------
           Dieter A. Sulser

         /s/ Michael Hyatt               Director                                    June 18, 1997
     ---------------------------
             Michael Hyatt
</TABLE>


                                        8


<PAGE>
 
<PAGE>


                                  EXHIBIT INDEX

<TABLE>

<C>       <S>
  4(a)      Form of Amended and Restated Certificate of Incorporation of the
            Company.  (Incorporated herein by reference to Registrant's Registration
            Statement on Form S-1, declared effective on September 25, 1996, File
            No. 333-04313.)

  4(b)      Form of Amended and Restated Bylaws of the Company.  (Incorporated
            herein by reference to Registrant's Registration Statement on Form S-1,
            declared effective on September 25, 1996, File No. 333-04313.)

  4(c)      Form of Stock Certificate of Common Stock.  (Incorporated herein by
            reference to Registrant's Registration Statement on Form S-1, declared
            effective on September 25, 1996, File No. 333-04313.)

  4(d)      1994 Stock Option Plan.  (Incorporated herein by reference to
            Registrant's Registration Statement on Form S-1, declared effective on
            September 25, 1996, File No. 333-04313.)

  4(e)      1996 Stock Option Plan.  (Incorporated herein by reference to
            Registrant's Registration Statement on Form S-1, declared effective on
            September 25, 1996, File No. 333-04313.)

  4(f)      1996 Non-Employee Director Stock Option Plan.  (Incorporated herein
            by reference to Registrant's Registration Statement on Form S-1, declared
            effective on September 25, 1996, File No. 333-04313 and the Registrant's
            Form 10-K, filed March 31, 1997, File No. 000-28844.)

  5(a)      Opinion of Latham & Watkins as to the legality of the Common Stock
            being registered.

  23(a)     Consent of Coopers & Lybrand L.L.P.

  23(b)     Consent of Latham & Watkins (included in Exhibit 5(a)).

  24(a)     Power of Attorney (included on signature page).
</TABLE>


                                        9


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "ALGOS PHARMACEUTICAL CORPORATION S-8", "secsgml_size_bytes": 24802}]
{"company-data": {"conformed-name": "ALGOS PHARMACEUTICAL CORP", "cik": "0000924862", "assigned-sic": "2834", "irs-number": "223142274", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29853", "film-number": "97628462"}, "business-address": {"street1": "4900 ROUTE 33", "city": "NEPTUNE", "state": "NJ", "zip": "07753", "phone": "9089385959"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1997

                                                       REGISTRATION NO.333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

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

                        ALGOS PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                     22-3142274
     (State of other jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                     Identification No.)

           COLLINGWOOD PLAZA
             4900 ROUTE 33
          NEPTUNE, NEW JERSEY                              07753-6804
         (Address of principal                             (Zip Code)
          executive offices)

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

             ALGOS PHARMACEUTICAL CORPORATION 1994 STOCK OPTION PLAN
             ALGOS PHARMACEUTICAL CORPORATION 1996 STOCK OPTION PLAN
           ALGOS PHARMACEUTICAL CORPORATION 1996 NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN
                            (Full title of the Plans)

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

                                  JOHN W. LYLE
                        ALGOS PHARMACEUTICAL CORPORATION
                                COLLINGWOOD PLAZA
                                  4900 ROUTE 33
                         NEPTUNE, NEW JERSEY 07753-6804
                                 (908) 938-5959
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    Copy to:
                                 RAYMOND Y. LIN
                                LATHAM & WATKINS
                                885 THIRD AVENUE
                                   SUITE 1000
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                            Amount             Proposed               Proposed
                          of Shares            Maximum                 Maximum             Amount of
Title of Securities         to be           Offering Price            Aggregate          Registration
to be Registered          Registered        Per Share (1)        Offering Price (1)           Fee
----------------------------------------------------------------------------------------------------------
Common Stock               887,270          $0.12; $0.13;            $5,344,087            $1,619.42
$.01 par value                             $11.25; $12.00;
                                           $12.25; $12.88;
                                           $13.50; $13.63;
                                           $14.00; $15.00;
                                           $16.00; $16.25;
                                           $16.50; $17.50;
                                           $17.75; $18.25;
                                                $16.37
----------------------------------------------------------------------------------------------------------
(1)      For purposes of computing the registration  fee only.  Pursuant to Rule
         457(h), the Proposed Maximum Offering Price Per Share is based upon (a)
         the exercise price per share ($0.12) of outstanding options for 176,375
         shares, (b) the exercise price per share ($.013) of outstanding options
         for  369,350  shares,  (c) the  exercise  price per share  ($11.25)  of
         outstanding options for 10,000 shares, (d) the exercise price per share
         ($12.00) of  outstanding  options for 10,000  shares,  (e) the exercise
         price per share ($12.25) of outstanding  options for 2,000 shares,  (f)
         the exercise price per share ($12.88) of outstanding options for 10,000
         shares,  (g) the  exercise  price per  share  ($13.50)  of  outstanding
         options for 10,500 shares, (h) the exercise price per share ($13.63) of
         outstanding  options for 3,000 shares, (i) the exercise price per share
         ($14.00) of  outstanding  options for 30,000  shares,  (j) the exercise
         price per share ($15.00) of outstanding  options for 85,000 shares, (k)
         the exercise price per share ($16.00) of outstanding  options for 6,000
         shares,  (l) the  exercise  price per  share  ($16.25)  of  outstanding
         options for 500 shares,  (m) the exercise  price per share  ($16.50) of
         outstanding options for 24,000 shares, (n) the exercise price per share
         ($17.50) of  outstanding  options for 20,000  shares,  (o) the exercise
         price per share ($17.75) of outstanding  options for 4,000 shares,  (p)
         the exercise price per share ($18.25) of outstanding options for 10,000
         shares,  and (q) for the remaining 116,545 shares,  $16.37, the average
         of the high and low prices for the Company's  Common Stock  reported on
         the composite  tape for the NASDAQ  National  Market System on June 17,
         1997.
PART I

Item 1.  Plan Information

                  Not required to be filed with this Registration Statement.

Item 2.  Registration Information and Employee Plan Annual Information

                  Not required to be filed with this Registration Statement.

                                     PART II

Item 3.  Incorporation of Documents by Reference

                  The following documents filed with the Securities and Exchange
Commission by Algos  Pharmaceutical  Corporation,  a Delaware  corporation  (the
"Company"),  are incorporated as of their respective dates in this  Registration
Statement by reference:

                  A.       The  Company's  Annual  Report  on Form  10-K for the
                           fiscal year ended December 31, 1996.

                  B.       All other  reports  filed by the Company  pursuant to
                           Sections 13(a) and 15(d) of the  Securities  Exchange
                           Act of 1934, as amended (the "Exchange
                           Act"), since December 31, 1996.

                  C.       Description of the Company's  Common Stock  contained
                           in the Company's  Registration  Statement on Form S-1
                           (File No. 333-04313) of the Registrant.

                  All documents filed by the Company 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 then remaining  unsold are  incorporated by reference
in this  Registration  Statement  and are a part  hereof from the date of filing
such documents.

                  Any statement  contained in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference  herein modifies or supersedes
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

                                        3
Item 4.  Description of Securities

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not applicable.

Item 6.  Indemnification of Directors and Officers

                  Section  145 of the  Delaware  General  Corporation  Law  (the
"DGCL")  and  Article  SEVENTH  of  the  Amended  and  Restated  Certificate  of
Incorporation  provide  for  indemnification  of  the  Company's  directors  and
officers in a variety of circumstances,  which may include liabilities under the
Securities  Act of 1933,  as amended (the  "Securities  Act").  Article  SEVENTH
provides that unless otherwise determined by the Board of Directors, the Company
shall  indemnify,  to the full extent  permitted by the laws of Delaware as from
time to time in effect, the persons described in Section 145 of DGCL.

                  The  general  effect  of the  provisions  in the  Amended  and
Restated  Certificate  of  Incorporation  and the  DGCL is to  provide  that the
company shall  indemnify its directors and officers  against all liabilities and
expenses  actually and  reasonably  incurred in  connection  with the defense or
settlement  of any  judicial of  administrative  proceedings  in which they have
become involved by reason of their status as corporate directors or officers, if
they acted in good faith and in the  reasonable  belief  that their  conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with the
best  interests of the Company.  With respect to legal  proceedings by or in the
right of the  Company in which a director  or  officer  is  adjudged  liable for
improper  performance of his duty to the Company or another enterprise for which
such  person  served  in a  similar  capacity  at the  request  of the  Company,
indemnification  is limited by such provisions to that amount which is permitted
by the Court.

Item 7.  Exemption from Registration Claimed

                  Not applicable.

                                        4
Item 8.  Exhibits

                  4(a)      Form  of  Amended  and   Restated   Certificate   of
                            Incorporation of the Company.  (Incorporated  herein
                            by reference to Registrant's  Registration Statement
                            on Form S-1,  declared  effective on  September  25,
                            1996, File No. 333-04313.)

                  4(b)      Form of Amended and Restated  Bylaws of the Company.
                            (Incorporated  herein by reference  to  Registrant's
                            Registration   Statement   on  Form  S-1,   declared
                            effective   on   September   25,   1996,   File  No.
                            333-04313.)

                  4(c)      Form  of  Stock   Certificate   of   Common   Stock.
                            (Incorporated  herein by reference  to  Registrant's
                            Registration   Statement   on  Form  S-1,   declared
                            effective   on   September   25,   1996,   File  No.
                            333-04313.)

                  4(d)      1994  Stock  Option  Plan.  (Incorporated  herein by
                            reference to Registrant's  Registration Statement on
                            Form S-1, declared effective on September  25, 1996,
                            File No. 333-04313.)

                  4(e)      1996  Stock  Option  Plan.  (Incorporated  herein by
                            reference to Registrant's  Registration Statement on
                            Form S-1, declared  effective on September 25, 1996,
                            File No. 333-04313.)

                  4(f)      1996   Non-Employee   Director  Stock  Option  Plan.
                            (Incorporated  herein by reference  to  Registrant's
                            Registration   Statement   on  Form  S-1,   declared
                            effective   on   September   25,   1996,   File  No.
                            333-04313  and  the  Registrant's  Form  10-K, filed
                            March 31, 1997, File No. 000-28844.)

                  5(a)      Opinion  of Latham & Watkins as to the  legality  of
                            the Common Stock being registered.

                  23(a)     Consent of Coopers & Lybrand L.L.P.

                  23(b)     Consent  of  Latham  & Watkins (included  in Exhibit
                            5(a)).

                  24(a)     Power of Attorney (included on signature page).

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   (the
                                            "Securities Act");

                                    (ii)    To  reflect  in the  prospectus  any
                                            facts or  events  arising  after the
                                            effective date of this  Registration
                                            Statement   (or  the   most   recent
                                            post-effective   amendment  thereof)
                                            which,

                                        5
individually  or in  the  aggregate,
                                            represent  a  fundamental  change in
                                            the  information  set  forth  in the
                                            Registration Statement;

                                    (iii)   To include any material  information
                                            with   respect   to  the   plan   of
                                            distribution      not     previously
                                            disclosed   in   the    Registration
                                            Statement or any material  change to
                                            such information in the Registration
                                            Statement;

                            provided,  however,  that  paragraphs  (a)(1)(i) and
                            (a)(1)(ii) shall not apply to information  contained
                            in periodic reports filed by the Registrant pursuant
                            to Section 13 or Section  15(d) of the  Exchange Act
                            that  are   incorporated   by   reference   in  this
                            Registration Statement.

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

                            (3)     To remove  from  registration  by means of a
                                    post-effective    amendment   any   of   the
                                    securities   being  registered  that  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,  each  filing  of the  Registrant's
                            Annual Report  pursuant to Section 13(a) or 15(d) of
                            the Exchange Act 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  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  Securities  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 Securities Act and will be governed
                            by the final adjudication of such issue.

                                        6
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,  thereunto
duly authorized, in the City of Neptune, State of New Jersey, on June 19, 1997.

                                     ALGOS PHARMACEUTICAL CORPORATION

                                     By:  /s/ John W. Lyle
                                          ----------------------------
                                          John W. Lyle
                                          Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears below,
hereby   constitutes   and   appoints   John  W.   Lyle  his  true  and   lawful
attorney-in-fact  and agent, with full power of substitution and  reimbursement,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or supplements 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
necessary or appropriate to be done with respect to this Registration  Statement
or any amendments or supplements  hereto 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.

                                        7
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 date indicated.
Signature                                  Title                      Date Signed
               ---------                                  -----                      -----------
/s/ John W. Lyle                President, Chief Executive                  June 19, 1997
     ---------------------------         Officer and Director
             John W. Lyle                (Principal Executive Officer)

        /s/ Gary R. Anthony              Chief Financial Officer                     June 19, 1997
     ---------------------------         (Principal Financial and
            Gary R. Anthony              Accounting Officer)

        /s/ James R. Ledley              Assistant Secretary and                     June 17, 1997
     ---------------------------         Director
            James R. Ledley

                                         Director                                    June --, 1997
     ---------------------------
           Donald G. Drapkin

        /s/ Roger H. Kimmel              Director                                    June 19, 1997
     ---------------------------
            Roger H. Kimmel

       /s/ Dieter A. Sulser              Director                                    June 19, 1997
     ---------------------------
           Dieter A. Sulser

         /s/ Michael Hyatt               Director                                    June 18, 1997
     ---------------------------
             Michael Hyatt
8
EXHIBIT INDEX
4(a)      Form of Amended and Restated Certificate of Incorporation of the
            Company.  (Incorporated herein by reference to Registrant's Registration
            Statement on Form S-1, declared effective on September 25, 1996, File
            No. 333-04313.)

  4(b)      Form of Amended and Restated Bylaws of the Company.  (Incorporated
            herein by reference to Registrant's Registration Statement on Form S-1,
            declared effective on September 25, 1996, File No. 333-04313.)

  4(c)      Form of Stock Certificate of Common Stock.  (Incorporated herein by
            reference to Registrant's Registration Statement on Form S-1, declared
            effective on September 25, 1996, File No. 333-04313.)

  4(d)      1994 Stock Option Plan.  (Incorporated herein by reference to
            Registrant's Registration Statement on Form S-1, declared effective on
            September 25, 1996, File No. 333-04313.)

  4(e)      1996 Stock Option Plan.  (Incorporated herein by reference to
            Registrant's Registration Statement on Form S-1, declared effective on
            September 25, 1996, File No. 333-04313.)

  4(f)      1996 Non-Employee Director Stock Option Plan.  (Incorporated herein
            by reference to Registrant's Registration Statement on Form S-1, declared
            effective on September 25, 1996, File No. 333-04313 and the Registrant's
            Form 10-K, filed March 31, 1997, File No. 000-28844.)

  5(a)      Opinion of Latham & Watkins as to the legality of the Common Stock
            being registered.

  23(a)     Consent of Coopers & Lybrand L.L.P.

  23(b)     Consent of Latham & Watkins (included in Exhibit 5(a)).

  24(a)     Power of Attorney (included on signature page).
9