<PAGE>
      As filed with the Securities and Exchange Commission on February 14, 1997
                                                       Registration No. 333-____

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

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

          DELAWARE                                      77-0142070
(State or other jurisdiction of             (I.R.S. employer identification No.)
incorporation or organization)                          


    950 PAGE MILL ROAD, P.O. BOX 10950, PALO ALTO, CA 94303-0802  (415) 494-5000
     (Address, including zip code, and telephone number, including area code, of
                            principal executive offices)


                           AMENDED AND RESTATED STOCK PLAN
                  AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)

                                   BRUCE C. COZADD
                  SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                   ALZA CORPORATION
                                  950 PAGE MILL ROAD
                                    P.O. BOX 10950
                           PALO ALTO, CALIFORNIA 94303-0802
                       (Name and address of agent for service)

                                    (415) 494-5000
            (Telephone number, including area code, of agent for service)

                                    With copy to:
                                           
                                   PETER D. STAPLE
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                   ALZA CORPORATION
                                  950 PAGE MILL ROAD
                                    P.O. BOX 10950
                           PALO ALTO, CALIFORNIA 94303-0802

                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
                                               Proposed               Proposed            
                            Amount              maximum                maximum             Amount of    
Title of securities         to be          offering price per         aggregate           registration 
 to be registered          registered          share (1)           offering price             fee          
------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                     <C>                    <C>
Common Stock issuable
 under Amended and
Restated Stock Plan,       3,000,000              $29.875              $89,625,000            $27,159
 $0.01 par value
------------------------------------------------------------------------------------------------------
Common Stock issuable
 under Amended and
 Restated Employee         500,000               $25.39375             $12,696,875            $3,848
Stock Purchase Plan,
 $0.01 par value
------------------------------------------------------------------------------------------------------
Totals                    3,500,000                 ---                $102,321,875           $31,007
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
    as amended.

<PAGE>
                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents, which have been filed by ALZA Corporation ("ALZA")
with the Securities and Exchange Commission (the "Commission"), are hereby
incorporated by reference in this Registration Statement:

    (a)  ALZA's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1995;

    (b)  ALZA's Quarterly Report on Form 10-Q for the quarters ended March 31,
         June 30, and September 30, 1996; and

    (c)  The description of the Common Stock contained in ALZA's registration
         statement on Form 8-A filed May 14, 1992 under the Securities Exchange
         Act of 1934, as amended ("Exchange Act"), including any amendment or
         reports filed for the purpose of updating such description.

    All documents subsequently filed by ALZA pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act and prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the respective
dates of filing of 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 that also is 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.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Peter D. Staple, ALZA's General Counsel, owns options to purchase 100,000
shares of Common Stock, of which 60,000 are exercisable within 60 days of
February 14, 1997.  Mr. Staple also holds 1,246 shares of ALZA Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his or her fiduciary duty as a director, except in the case where the director
breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit.  ALZA's Certificate of Incorporation
contains a provision that eliminates directors' personal liability as set forth
above.

    Section 145 of the Delaware General Corporation Law, as amended, provides 
that a 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, 
by reason of the fact that he or she is or was a director, officer, employee 
or agent of the corporation or is or was serving at its request in such 
capacity in another corporation or business association against expenses 

                                       -2-

<PAGE>

(including attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by him or her in connection with such 
action, suit or proceeding if he or she acted in good faith and in a manner 
he or she reasonably believed to be in or not opposed to the best interests 
of the corporation and, with respect to any criminal action or proceeding, 
had no reasonable cause to believe his or her conduct was unlawful.

    In addition, Article 9 of ALZA's Certificate of Incorporation provides as
follows:

    LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS.

    (a)  ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS.  No director of the
corporation shall be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.

    (b)  INDEMNIFICATION AND INSURANCE.

              (1)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
         party or is threatened to be made a party to or is involved in any
         action, suit or proceeding, whether civil, criminal, administrative or
         investigative (a "proceeding"), because he or she, or a person of whom
         he or she is the legal representative, is or was a director or officer
         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 of a partnership, joint venture, trust or other
         enterprise (including service with respect to employee benefit plans),
         whether the basis of the proceeding is alleged action in an official
         capacity as a director, officer, employee or agent or in any other
         capacity while serving as a director, officer, employee or agent,
         shall be indemnified and held harmless by the corporation to the
         fullest extent authorized by the Delaware General Corporation Law, as
         the same exists or may hereafter be amended (but, in the case of any
         such amendment, only to the extent that such amendment permits the
         corporation to provide broader indemnification rights than that law
         permitted the corporation to provide before such amendment), against
         all expense, liability and loss (including attorneys' fees, judgments,
         penalties, fines, Employee Retirement Income Security Act of 1974
         excise taxes or penalties, and amounts paid or to be paid in
         settlement) reasonably incurred or suffered by such person in
         connection therewith; provided, however, that the corporation shall
         indemnify any such person seeking indemnification in connection with a
         proceeding (or part thereof) initiated by such person only if the
         proceeding (or part thereof) was authorized by the Board of Directors
         of the corporation.  Such indemnification shall continue as to a
         person who has ceased to be a director, officer, employee or agent and
         shall inure to the benefit of his or her heirs, executors and
         administrators.  The right to indemnification conferred by this
         Section shall be a contract right which may not be retroactively
         amended and shall include the right to be paid by the corporation the
         expenses incurred in defending any such proceeding in advance of its
         final disposition; provided, however, that, if the Delaware General
         Corporation Law requires, the payment of such expenses incurred by a
         director or officer in his or her capacity as a director or officer
         (and not in any other capacity in which service was or is rendered by
         such person while a director or officer, including, without
         limitation, service with respect to an employee benefit plan) in
         advance of the final disposition of the proceeding shall be made only
         upon delivery to the corporation of an undertaking, by or on behalf of
         such director or officer, to repay all amounts so advanced if
         ultimately it shall be determined that such director or officer is not
         entitled to be indemnified under this Section or otherwise.  The
         corporation may, by action of its Board of Directors, provide
         indemnification to employees and agents of the corporation with the
         same scope and effect as the indemnification of directors and
         officers.

                                       -3-

<PAGE>

              (2)  NONEXCLUSIVITY OF RIGHTS.  The right to indemnification and
         the payment of expenses incurred in defending a proceeding in advance
         of its final disposition conferred in this Section shall not be
         exclusive of any other right which any person may have or hereafter
         acquire under any statute, provision of this Certificate of
         Incorporation, bylaw, agreement, vote of stockholders or disinterested
         directors, or otherwise.

              (3)  INSURANCE.  The corporation may maintain insurance, at its
         expense, to protect itself and any director, officer, employee or
         agent of the corporation or another corporation, partnership, joint
         venture, trust or other enterprise against any such expense, liability
         or loss, whether or not the corporation would have the power to
         indemnify such person against such expense, liability or loss under
         the Delaware General Corporation Law.

    ALZA has purchased directors and officers liability insurance which would
indemnify the directors and officers of ALZA against damages arising out of
certain kinds of claims which might be made against them based on their
negligent acts or omissions while acting in their capacity as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS


5        Opinion of General Counsel of ALZA


23.1     Consent of General Counsel of ALZA (filed as part of Exhibit 5)


23.2     Consent of Ernst & Young LLP, Independent Auditors


24       Power of Attorney (page 6)


99.1     Amended and Restated Stock Plan


99.2     Amended and Restated Employee Stock Purchase Plan, as amended


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, as amended (the "Securities
                   Act");

              (ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement;

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

                                       -4-

<PAGE>

         PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) 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 15(d) of the Exchange Act
         that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
              Securities 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 which remain
              unsold at the termination of the offering.

     B.  The undersigned registrant hereby undertakes that, for purposes of
determining 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 provisions described in Item 6, 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.

                                       -5-

<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 Palo Alto, State of California, on February 14, 1997.

                                      ALZA CORPORATION

                                      By:  /s/ ERNEST MARIO     
                                         --------------------------------------
                                         Dr. Ernest Mario,
                                         Co-Chairman and Chief Executive Officer

                                  POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Ernest 
Mario and Bruce C. Cozadd his or her true and lawful attorneys-in-fact and 
agents, each acting alone, with full power of substitution and 
resubstitution, for him or her and in his name, place and stead, in any and 
all capacities, to sign any or all amendments (including post-effective 
amendments) to the Registration Statement, and to sign any registration 
statement for the same offering covered by this Registration Statement that 
is to be effective upon filing pursuant to Rule 462(b) under the Securities 
Act of 1933, as amended, and all post-effective amendments thereto, and to 
file the same, with all exhibits thereto, and all documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, 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 or she might or could do 
in person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, each acting alone, or his or her substitute or substitutes, may 
lawfully do or cause to be done by virtue hereof.  

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


<TABLE>
<CAPTION>

Signature                                        Title                                         Date
---------                                        -----                                         ----
<S>                              <C>                                                    <C>
/s/ ALEJANDRO ZAFFARONI           Co-Chairman of the Board and Director                  February 14, 1997
-----------------------
Dr. Alejandro Zaffaroni



/s/ ERNEST MARIO                  Co-Chairman of the Board, Chief Executive              February 14, 1997
-----------------------           Officer and Director (Principal Executive 
Dr. Ernest Mario                  Officer)

/s/ WILLIAM G. DAVIS              Director                                               February  14, 1997
-----------------------
William G. Davis

/s/ WILLIAM BRODY                 Director                                               February 14, 1997
-----------------------
Dr. William Brody

/s/ ROBERT J. GLASER              Director                                               February 14, 1997
-----------------------
Dr. Robert J. Glaser

/s/ DEAN O. MORTON                Director                                               February 14, 1997
-----------------------
Dean O. Morton

/s/ DENISE O'LEARY                Director                                               February 14, 1997
-----------------------
Denise O'Leary

/s/ ISAAC STEIN                   Director                                               February 14, 1997
-----------------------
Isaac Stein

/s/ JULIAN STERN                  Director                                               February 14, 1997
-----------------------
Julian N. Stern

/S/ BRUCE C. COZADD               Senior Vice President and Chief Financial              February 14, 1997
-----------------------           Officer (Principal Financial and Accounting 
Bruce C. Cozadd                   Officer)


</TABLE>
<PAGE>

                                  INDEX TO EXHIBITS






Item No.                    Description of Item                             Page
--------   ---------------------------------------------------------------  ----
   5       Opinion of General Counsel of ALZA.............................

  23.1     Consent of General Counsel of ALZA (filed as part of Exhibit 5)

  23.2     Consent of Ernst & Young LLP, Independent Auditors.............

  24       Power of Attorney (page 6).....................................

  99.1     Amended and Restated Stock Plan................................

  99.2     Amended and Restated Employee Stock Purchase Plan, as amended..
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22970}]
{"company-data": {"conformed-name": "ALZA CORP", "cik": "0000004310", "assigned-sic": "2834", "irs-number": "770142070", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21877", "film-number": "97536212"}, "business-address": {"street1": "950 PAGE MILL RD", "street2": "PO BOX 10950", "city": "PALO ALTO", "state": "CA", "zip": "94303-0802", "phone": "4154945000"}}
As filed with the Securities and Exchange Commission on February 14, 1997
                                                       Registration No. 333-____

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

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

          DELAWARE                                      77-0142070
(State or other jurisdiction of             (I.R.S. employer identification No.)
incorporation or organization)                          

    950 PAGE MILL ROAD, P.O. BOX 10950, PALO ALTO, CA 94303-0802  (415) 494-5000
     (Address, including zip code, and telephone number, including area code, of
                            principal executive offices)

                           AMENDED AND RESTATED STOCK PLAN
                  AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)

                                   BRUCE C. COZADD
                  SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                   ALZA CORPORATION
                                  950 PAGE MILL ROAD
                                    P.O. BOX 10950
                           PALO ALTO, CALIFORNIA 94303-0802
                       (Name and address of agent for service)

                                    (415) 494-5000
            (Telephone number, including area code, of agent for service)

                                    With copy to:
                                           
                                   PETER D. STAPLE
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                   ALZA CORPORATION
                                  950 PAGE MILL ROAD
                                    P.O. BOX 10950
                           PALO ALTO, CALIFORNIA 94303-0802

                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
                                               Proposed               Proposed            
                            Amount              maximum                maximum             Amount of    
Title of securities         to be          offering price per         aggregate           registration 
 to be registered          registered          share (1)           offering price             fee          
------------------------------------------------------------------------------------------------------
Common Stock issuable
 under Amended and
Restated Stock Plan,       3,000,000              $29.875              $89,625,000            $27,159
 $0.01 par value
------------------------------------------------------------------------------------------------------
Common Stock issuable
 under Amended and
 Restated Employee         500,000               $25.39375             $12,696,875            $3,848
Stock Purchase Plan,
 $0.01 par value
------------------------------------------------------------------------------------------------------
Totals                    3,500,000                 ---                $102,321,875           $31,007
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
    as amended.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents, which have been filed by ALZA Corporation ("ALZA")
with the Securities and Exchange Commission (the "Commission"), are hereby
incorporated by reference in this Registration Statement:

    (a)  ALZA's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1995;

    (b)  ALZA's Quarterly Report on Form 10-Q for the quarters ended March 31,
         June 30, and September 30, 1996; and

    (c)  The description of the Common Stock contained in ALZA's registration
         statement on Form 8-A filed May 14, 1992 under the Securities Exchange
         Act of 1934, as amended ("Exchange Act"), including any amendment or
         reports filed for the purpose of updating such description.

    All documents subsequently filed by ALZA pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act and prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the respective
dates of filing of 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 that also is 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.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Peter D. Staple, ALZA's General Counsel, owns options to purchase 100,000
shares of Common Stock, of which 60,000 are exercisable within 60 days of
February 14, 1997.  Mr. Staple also holds 1,246 shares of ALZA Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his or her fiduciary duty as a director, except in the case where the director
breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit.  ALZA's Certificate of Incorporation
contains a provision that eliminates directors' personal liability as set forth
above.

    Section 145 of the Delaware General Corporation Law, as amended, provides 
that a 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, 
by reason of the fact that he or she is or was a director, officer, employee 
or agent of the corporation or is or was serving at its request in such 
capacity in another corporation or business association against expenses 

                                       -2-
(including attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by him or her in connection with such 
action, suit or proceeding if he or she acted in good faith and in a manner 
he or she reasonably believed to be in or not opposed to the best interests 
of the corporation and, with respect to any criminal action or proceeding, 
had no reasonable cause to believe his or her conduct was unlawful.

    In addition, Article 9 of ALZA's Certificate of Incorporation provides as
follows:

    LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS.

    (a)  ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS.  No director of the
corporation shall be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.

    (b)  INDEMNIFICATION AND INSURANCE.

              (1)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
         party or is threatened to be made a party to or is involved in any
         action, suit or proceeding, whether civil, criminal, administrative or
         investigative (a "proceeding"), because he or she, or a person of whom
         he or she is the legal representative, is or was a director or officer
         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 of a partnership, joint venture, trust or other
         enterprise (including service with respect to employee benefit plans),
         whether the basis of the proceeding is alleged action in an official
         capacity as a director, officer, employee or agent or in any other
         capacity while serving as a director, officer, employee or agent,
         shall be indemnified and held harmless by the corporation to the
         fullest extent authorized by the Delaware General Corporation Law, as
         the same exists or may hereafter be amended (but, in the case of any
         such amendment, only to the extent that such amendment permits the
         corporation to provide broader indemnification rights than that law
         permitted the corporation to provide before such amendment), against
         all expense, liability and loss (including attorneys' fees, judgments,
         penalties, fines, Employee Retirement Income Security Act of 1974
         excise taxes or penalties, and amounts paid or to be paid in
         settlement) reasonably incurred or suffered by such person in
         connection therewith; provided, however, that the corporation shall
         indemnify any such person seeking indemnification in connection with a
         proceeding (or part thereof) initiated by such person only if the
         proceeding (or part thereof) was authorized by the Board of Directors
         of the corporation.  Such indemnification shall continue as to a
         person who has ceased to be a director, officer, employee or agent and
         shall inure to the benefit of his or her heirs, executors and
         administrators.  The right to indemnification conferred by this
         Section shall be a contract right which may not be retroactively
         amended and shall include the right to be paid by the corporation the
         expenses incurred in defending any such proceeding in advance of its
         final disposition; provided, however, that, if the Delaware General
         Corporation Law requires, the payment of such expenses incurred by a
         director or officer in his or her capacity as a director or officer
         (and not in any other capacity in which service was or is rendered by
         such person while a director or officer, including, without
         limitation, service with respect to an employee benefit plan) in
         advance of the final disposition of the proceeding shall be made only
         upon delivery to the corporation of an undertaking, by or on behalf of
         such director or officer, to repay all amounts so advanced if
         ultimately it shall be determined that such director or officer is not
         entitled to be indemnified under this Section or otherwise.  The
         corporation may, by action of its Board of Directors, provide
         indemnification to employees and agents of the corporation with the
         same scope and effect as the indemnification of directors and
         officers.

                                       -3-
(2)  NONEXCLUSIVITY OF RIGHTS.  The right to indemnification and
         the payment of expenses incurred in defending a proceeding in advance
         of its final disposition conferred in this Section shall not be
         exclusive of any other right which any person may have or hereafter
         acquire under any statute, provision of this Certificate of
         Incorporation, bylaw, agreement, vote of stockholders or disinterested
         directors, or otherwise.

              (3)  INSURANCE.  The corporation may maintain insurance, at its
         expense, to protect itself and any director, officer, employee or
         agent of the corporation or another corporation, partnership, joint
         venture, trust or other enterprise against any such expense, liability
         or loss, whether or not the corporation would have the power to
         indemnify such person against such expense, liability or loss under
         the Delaware General Corporation Law.

    ALZA has purchased directors and officers liability insurance which would
indemnify the directors and officers of ALZA against damages arising out of
certain kinds of claims which might be made against them based on their
negligent acts or omissions while acting in their capacity as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

5        Opinion of General Counsel of ALZA

23.1     Consent of General Counsel of ALZA (filed as part of Exhibit 5)

23.2     Consent of Ernst & Young LLP, Independent Auditors

24       Power of Attorney (page 6)

99.1     Amended and Restated Stock Plan

99.2     Amended and Restated Employee Stock Purchase Plan, as amended

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, as amended (the "Securities
                   Act");

              (ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement;

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

                                       -4-
PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) 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 15(d) of the Exchange Act
         that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
              Securities 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 which remain
              unsold at the termination of the offering.

     B.  The undersigned registrant hereby undertakes that, for purposes of
determining 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 provisions described in Item 6, 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.

                                       -5-
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 Palo Alto, State of California, on February 14, 1997.

                                      ALZA CORPORATION

                                      By:  /s/ ERNEST MARIO     
                                         --------------------------------------
                                         Dr. Ernest Mario,
                                         Co-Chairman and Chief Executive Officer

                                  POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Ernest 
Mario and Bruce C. Cozadd his or her true and lawful attorneys-in-fact and 
agents, each acting alone, with full power of substitution and 
resubstitution, for him or her and in his name, place and stead, in any and 
all capacities, to sign any or all amendments (including post-effective 
amendments) to the Registration Statement, and to sign any registration 
statement for the same offering covered by this Registration Statement that 
is to be effective upon filing pursuant to Rule 462(b) under the Securities 
Act of 1933, as amended, and all post-effective amendments thereto, and to 
file the same, with all exhibits thereto, and all documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, 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 or she might or could do 
in person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, each acting alone, or his or her substitute or substitutes, may 
lawfully do or cause to be done by virtue hereof.  

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature                                        Title                                         Date
---------                                        -----                                         ----
/s/ ALEJANDRO ZAFFARONI           Co-Chairman of the Board and Director                  February 14, 1997
-----------------------
Dr. Alejandro Zaffaroni

/s/ ERNEST MARIO                  Co-Chairman of the Board, Chief Executive              February 14, 1997
-----------------------           Officer and Director (Principal Executive 
Dr. Ernest Mario                  Officer)

/s/ WILLIAM G. DAVIS              Director                                               February  14, 1997
-----------------------
William G. Davis

/s/ WILLIAM BRODY                 Director                                               February 14, 1997
-----------------------
Dr. William Brody

/s/ ROBERT J. GLASER              Director                                               February 14, 1997
-----------------------
Dr. Robert J. Glaser

/s/ DEAN O. MORTON                Director                                               February 14, 1997
-----------------------
Dean O. Morton

/s/ DENISE O'LEARY                Director                                               February 14, 1997
-----------------------
Denise O'Leary

/s/ ISAAC STEIN                   Director                                               February 14, 1997
-----------------------
Isaac Stein

/s/ JULIAN STERN                  Director                                               February 14, 1997
-----------------------
Julian N. Stern

/S/ BRUCE C. COZADD               Senior Vice President and Chief Financial              February 14, 1997
-----------------------           Officer (Principal Financial and Accounting 
Bruce C. Cozadd                   Officer)
INDEX TO EXHIBITS

Item No.                    Description of Item                             Page
--------   ---------------------------------------------------------------  ----
   5       Opinion of General Counsel of ALZA.............................

  23.1     Consent of General Counsel of ALZA (filed as part of Exhibit 5)

  23.2     Consent of Ernst & Young LLP, Independent Auditors.............

  24       Power of Attorney (page 6).....................................

  99.1     Amended and Restated Stock Plan................................

  99.2     Amended and Restated Employee Stock Purchase Plan, as amended..