As Filed With the Securities and Exchange Commission on  
September 9,  1994  
                  File No. _____________________  
  
  
  
  
 
               SECURITIES AND EXCHANGE COMMISSION  
                  Washington, D.C. 20549  
             
                      FORM S-8  
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
           
                      SYNERGEN, INC.  
 (Exact name of registrant as specified in its charter)  
       Delaware                                84-0868248  
 (State or of incorporation)       (I.R.S. Employer Identification No.)  
               885 33rd Street, Boulder, Colorado          80301  
 (Address of principal executive offices)               (Zip Code)  
SYNERGEN, INC. STOCK OPTION AGREEMENT   (Effective January 29, 1994)  
              SYNERGEN, INC. DIRECTOR RETAINER FEE GRANTS  
                     (Full title of the Plan)  
             Gregory B. Abbott, Chief Executive Officer, 
  Synergen, Inc., 1885 33rd Street, Boulder, Colorado 80301  
              (Name and address of agent for service) 
                       (303) 938-6200  
(Telephone number, including area code, of agent for service)  
                 With copies to:  
Francis R. Wheeler, Esq., Holme Roberts & Owen LLC., 1700 Lincoln,  
Suite 4100, Denver, Colorado 80203 (303) 861-7000 
 
<TABLE> 
 
           CALCULATION OF REGISTRATION FEE  
                         Proposed       Proposed  
Title of                 Maximum        Maximum  
Securities to  Amount    Offering       Aggregate    Amount of  
to be          to be     Price          Offering     Registration  
Registered    Registered Per Share(1)   Price(1)     Fee  
 
<S>             <C>        <C>            <C>            <C> 
Common Stock    15,000(2)  $14.00         $210,000       $72.41  
($.01 par Value)10,000(2)  $ 4.8125       $ 48,125       $16.60 
Total                                                    $100.00(3)  
 
</TABLE> 
(1)Estimated solely for the purpose of calculating the  
registration fee for the shares being registered hereby  
pursuant to Rule 457 based on (a) an exercise price of  
$14.00 per share for 15,000 shares of Common Stock that 
may be acquired upon exercise of the outstanding option 
under the Stock Option Agreement and (b) a grant price  
of $4.8125 per share (the average of the high and low  
sales price for Common Stock on September 6, 1994 as  
reported on the NASDAQ National  Market) for up to 10,000  
shares of Common Stock that may be acquired by directors  
upon their election to receive Common Stock in lieu of cash  
in payment of their retainer fee.    
 
(2)15,000 and 10,000 shares are covered by the Stock Option  
Agreement and the Director Retainer Fee Grants, respectively.  
 
(3)Pursuant to Section 6(b), the registration fee for the  
shares being registered hereby shall be $100.  
 
 
 
  
 
II-  
PART II  
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  
  
  
Item 3.  Incorporation of Documents by Reference 
 
The following documents filed with the Securities and Exchange   
Commission (the "Commission") are incorporated by reference  
in the Registration Statement:  
  
     (1)  Synergen's Annual Report on Form 10-K for the  
year ended December 31, 1993,  
File No. 0-14339; 
 
     (2)  its Quarterly Report on Form 10-Q for the  
quarter ended March 31, 1994, File No. 0-14339; 
  
     (3)  its Quarterly Report on Form 10-Q for the quarter ended 
June 30, 1994, File No. 0-14339; 
 
     (4)  its Curent Report on Form 8-K, filed June 2, 1994, 
File No. 0-14339;    

     (5)  its Curent Report on Form 8-K, filed July 21, 1994, 
File No. 0-14339; 
 
     (6)  its Current Report on Form 8-K filed August 10, 1994, 
File No. 0-14339; 
 
     (7)  all documents subsequently filed by Synergen  
 
pursuant to  Sections 13(a), 13(c), 14 and 15(d) of the Securities  
Exchange Act of 1934, prior to the filing of a post-effective amendment  
which indicates that all securities offered have been sold or which  
deregisters all securities then remaining unsold.  
  
Item 4.  Description of Securities 
 
The description of the Common Stock to be issued is  
incorporated by reference from Synergen's Registration  
Statements on Form 8-A dated March 20, 1986 and  
November 4, 1991 (as amended by its Form 8 Amendment  
dated November 6, 1991).  
  
Item 5.  Interests of Named Experts and Counsel 
 
The legality of the shares of Common Stock will be passed on for the   
Company by Holme Roberts & Owen LLC, Denver, Colorado. 
Attorneys of Holme Roberts & Owen LLC beneficially own   
approximately 11,728 shares of Common Stock and a warrant to  
purchase 900 shares of Common Stock.  
  
Item 6.  Indemnification of Directors and Officers 
 
Section 145 of the General Corporation Law of the State of Delaware  
provides, in part, that a corporation has the power to  
indemnify any person who was or is a party or is threatened to be made a  
party to any suit or proceeding because such person is or was a  
director, officer, employee or agent of the corporation or was serving,  
at the request of the corporation, as a director, officer, employee or  
agent of another corporation, against all costs actually and reasonably  
incurred by such person in connection with such suit or proceeding if  
the person acted ingood faith and in a manner he reasonably believed to 
be in or not opposed to the best interests of the corporation.  Similar  
indemnity may be provided to such persons in connection with an action  
or suit by or in the right of the corporation, provided such person  
acted in good faith and in a manner he believed to be in or not opposed  
to the best interests of the corporation, and provided further (unless a  
court of competent jurisdiction otherwise provides) that such person has  
not been held liable to the corporation in connection with such matter.  
 
     Synergen's Certificate of Incorporation provides  
that a director  shall not be liable to Synergen or its stockholders for  
monetary damages for breach of fiduciary duty as a director, except to  
the extent arising from (a) a breach of the director's duty of loyalty,  
(b) acts or omissions not in good faith or involving intentional  
misconduct or a knowing violation of law, (c) the unlawful payment of  
dividends or the unlawful purchase or redemption of stock or (d) a  
transaction where the director received an improper personal benefit.  
  
     Under its Bylaws, Synergen must indemnify any  
director, officer, agent or employee against expenses incurred in  
connection with any action, suit or proceeding brought by a third party  
or on behalf of Synergen, provided that Synergen determines that the  
indemnified party acted in good faith and in the best interests of  
Synergen, and had no reasonable cause to believe his or her conduct was  
unlawful and, in the case of an action brought by or on behalf of  
Synergen, that the indemnified party has not been held liable for  
negligence or misconduct in the performance of his or her duty to  
Synergen.  Synergen also maintains insurance coverage for its officers  
and directors.  
  
     The above discussion of Synergen's Certificate of  
Incorporation and Bylaws, Section 145 of the General Corporation Law of  
Delaware and Synergen's insurance policy is intended to be only a  
summary.  
  
Item 7.  Exemption from Registration Claimed 
 
Not applicable.  
  
Item 8.  Exhibits 
Exhibit No. Description   
  
4.1 Restated Certificate of Incorporation of Synergen, Inc.   
effective as of June 24, 1991 (2)  
  
4.2 Certificate of Amendment to the Certificate of Incorporation of  
Synergen, Inc. effective as of June 17, 1992 (4)  
  
4.3 Amended and Restated Bylaws of Synergen, Inc. effective  
as of October 11, 1983 (1)  
  
4.4 Form of Common Stock Certificate (1)  
  
4.5 Rights Agreement, dated as of October 24, 1991, between   
Synergen, Inc. and Manufacturers Hanover Trust Company of   
California, as Rights Agent (3)  
  
4.6 Form of Certificate of Designations of Series A Junior   
Participating Preferred Stock of Synergen, Inc. (3)  
  
5.1 Legality opinion of Holme Roberts & Owen LLC  
  
23.1 Consent of Deloitte & Touche LLP
  
23.2 Consent of Holme Roberts & Owen LLC is contained in its legality  
opinion filed as Exhibit 5.1  
  
24.1 Powers of Attorney  
  
(1)Incorporated by reference herein from the Registration  
Statement on Form S-1 of Synergen, Inc. filed January 30, 1986; file   
number 33-3005.  
  
(2)Incorporated by reference herein from the Registration  
Statement on Form S-4 of Synergen, Inc. filed July 18, 1991 (as amended  
by Amendments filed August 5, 1991, September 9, 1991, November 7, 1991,  
November 13, 1991, January 31, 1992 and April 29, 1992); file number 33- 
41797.  
  
(3)Incorporated by reference herein from the Registration  
Statement on Form 8-A of Synergen, Inc. filed November 5, 1991 (as  
amended by the Form 8 Amendment of Synergen, Inc. filed November 7,  
1991); file number 0-14339.  
  
(4)Incorporated by reference herein from the Registration  
Statement on Form S-8 of Synergen, Inc. filed September 11, 1992; file  
number 33-51918.  
  
Item 9.  Undertakings 
The undersigned registrant hereby undertakes:  
  
     (1)  To file, during any period in which offers or  
sales are being made, a post-effective amendment to this registration  
statement:  
  
(i)To include any prospectus required by section 10(a)(3) of   
the Securities Act of 1933;  
  
(ii)To reflect in the prospectus any facts or events arising   
after the effective date of the registration statement (or   
the most recent post-effective amendment thereof) which,   
individually or in the aggregate, represent a fundamental   
change in the information set forth in 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) do not apply  
if the registration statement is on Form S-3   
or Form S-8, and the information required to be included in  
a post-effective amendment by those paragraphs is contained in  
periodic reports filed by the registrant pursuant to section 13 or 
section 15(d) of the Securities Exchange Act of 1934 that  
are incorporated by reference in the registration statement.  
  
     (2)  That, for the purpose of determining any liability  
under the Securities Act of 1933, each such post-effective amendment  
shall be  deemed to be a new registration statement relating to the  
securities offered therein, and the offering of such securities at that  
time shall be deemed to be the initial bona fide offering thereof.  
  
     (3)  To remove from registration by means of a post- 
effective amendment any of the securities being registered which  
remain unsold at the termination of the offering.  
  
     The undersigned registrant hereby undertakes that,  
for purposes of determining any liability under the Securities Act of  
1933, each filing of the registrant's annual report pursuant to section  
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is   
incorporated by reference in the registration statement shall be deemed  
to be a new registration statement relating to the securities offered  
therein, and the offering of such securities at that time shall be  
deemed to be the initial bona fide offering thereof.  
  
     Insofar as indemnification for liabilities arising  
under the Securities Act of 1933 may be permitted to directors,  
officers and controlling persons of the registrant pursuant to the  
foregoing provisions, or otherwise, the registrant has been advised that  
in the opinion of the Commission such indemnification is against public  
policy as expressed in the Act and is, therefore, unenforceable. In the  
event that a claim for indemnification against such liabilities (other  
than the payment by the registrant of expenses incurred or paid  
by a director, officer or controlling person of the registrant in  
the successful defense of any action, suit or proceeding) is  
asserted by such director, officer or controlling person in connection  
with the securities being registered, the registrant will, unless in the  
opinion of its counsel the matter has been settled by controlling  
precedent, submit to a court of appropriate jurisdiction the question  
whether such indemnification by it is against public policy as expressed  
in the Act and will be governed by the final adjudication of such issue.   
 
                             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 Boulder,  
State of Colorado, on September 8, 1994.  
  
     SYNERGEN, INC.,  
     a Delaware corporation  
  
  
     By s/ Kenneth J. Collins   
Kenneth J. Collins  
Executive Vice President-Finance and Administration  
  
     Pursuant to the requirements of the Securities Act  
of 1933, this Registration Statement has been signed by the following  
persons in the capacities and on the dates indicated.  
  
Signature               Title                       Date   
  
*s/ Gregory B. Abbott 
Gregory B. Abbott      Chief Executive Officer      September 8, 1994  
                        and Director  
                 (Principal Executive Officer)  
  
*s/ Larry Soll 
Larry Soll            Chairman of the Board         September 8, 1994  
                      and Director  
  
*s/ Robert C. Thompson 
Robert C. Thompson    Executive Vice President-     September 8, 1994  
                      Research and Clinical Affairs 
                      and Director  
  
*s/ Arthur H. Hayes, Jr. 
Arthur H. Hayes, Jr.  Director                      September 8, 1994  
  
*s/ David I. Hirsh 
David I. Hirsh        Director                      September 8, 1994  
  
*s/ Barry MacTaggart 
Barry MacTaggart      Director                      September 8, 1994  
  
*s/Glenn S. Utt, Jr. 
Glenn S. Utt, Jr.      Director                     September 8, 1994  
 
s/Kenneth J. Collins 
Kenneth J. Collins    Executive Vice President      September 8, 1994  
                      Finance and Administration  
                     (Principal Accounting Officer  
                       and Principal Financial Officer)   
  
*By  /s Kenneth J. Collins 
       
      Kenneth J. Collins, Attorney-in-fact
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14829}]
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As Filed With the Securities and Exchange Commission on  
September 9,  1994  
                  File No. _____________________  
  
  
  
  
 
               SECURITIES AND EXCHANGE COMMISSION  
                  Washington, D.C. 20549  
             
                      FORM S-8  
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
           
                      SYNERGEN, INC.  
 (Exact name of registrant as specified in its charter)  
       Delaware                                84-0868248  
 (State or of incorporation)       (I.R.S. Employer Identification No.)  
               885 33rd Street, Boulder, Colorado          80301  
 (Address of principal executive offices)               (Zip Code)  
SYNERGEN, INC. STOCK OPTION AGREEMENT   (Effective January 29, 1994)  
              SYNERGEN, INC. DIRECTOR RETAINER FEE GRANTS  
                     (Full title of the Plan)  
             Gregory B. Abbott, Chief Executive Officer, 
  Synergen, Inc., 1885 33rd Street, Boulder, Colorado 80301  
              (Name and address of agent for service) 
                       (303) 938-6200  
(Telephone number, including area code, of agent for service)  
                 With copies to:  
Francis R. Wheeler, Esq., Holme Roberts & Owen LLC., 1700 Lincoln,  
Suite 4100, Denver, Colorado 80203 (303) 861-7000 
 
 
 
           CALCULATION OF REGISTRATION FEE  
                         Proposed       Proposed  
Title of                 Maximum        Maximum  
Securities to  Amount    Offering       Aggregate    Amount of  
to be          to be     Price          Offering     Registration  
Registered    Registered Per Share(1)   Price(1)     Fee
Common Stock    15,000(2)  $14.00         $210,000       $72.41  
($.01 par Value)10,000(2)  $ 4.8125       $ 48,125       $16.60 
Total                                                    $100.00(3)
(1)Estimated solely for the purpose of calculating the  
registration fee for the shares being registered hereby  
pursuant to Rule 457 based on (a) an exercise price of  
$14.00 per share for 15,000 shares of Common Stock that 
may be acquired upon exercise of the outstanding option 
under the Stock Option Agreement and (b) a grant price  
of $4.8125 per share (the average of the high and low  
sales price for Common Stock on September 6, 1994 as  
reported on the NASDAQ National  Market) for up to 10,000  
shares of Common Stock that may be acquired by directors  
upon their election to receive Common Stock in lieu of cash  
in payment of their retainer fee.    
 
(2)15,000 and 10,000 shares are covered by the Stock Option  
Agreement and the Director Retainer Fee Grants, respectively.  
 
(3)Pursuant to Section 6(b), the registration fee for the  
shares being registered hereby shall be $100.  
 
 
 
  
 
II-  
PART II  
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  
  
  
Item 3.  Incorporation of Documents by Reference 
 
The following documents filed with the Securities and Exchange   
Commission (the "Commission") are incorporated by reference  
in the Registration Statement:  
  
     (1)  Synergen's Annual Report on Form 10-K for the  
year ended December 31, 1993,  
File No. 0-14339; 
 
     (2)  its Quarterly Report on Form 10-Q for the  
quarter ended March 31, 1994, File No. 0-14339; 
  
     (3)  its Quarterly Report on Form 10-Q for the quarter ended 
June 30, 1994, File No. 0-14339; 
 
     (4)  its Curent Report on Form 8-K, filed June 2, 1994, 
File No. 0-14339;    

     (5)  its Curent Report on Form 8-K, filed July 21, 1994, 
File No. 0-14339; 
 
     (6)  its Current Report on Form 8-K filed August 10, 1994, 
File No. 0-14339; 
 
     (7)  all documents subsequently filed by Synergen  
 
pursuant to  Sections 13(a), 13(c), 14 and 15(d) of the Securities  
Exchange Act of 1934, prior to the filing of a post-effective amendment  
which indicates that all securities offered have been sold or which  
deregisters all securities then remaining unsold.  
  
Item 4.  Description of Securities 
 
The description of the Common Stock to be issued is  
incorporated by reference from Synergen's Registration  
Statements on Form 8-A dated March 20, 1986 and  
November 4, 1991 (as amended by its Form 8 Amendment  
dated November 6, 1991).  
  
Item 5.  Interests of Named Experts and Counsel 
 
The legality of the shares of Common Stock will be passed on for the   
Company by Holme Roberts & Owen LLC, Denver, Colorado. 
Attorneys of Holme Roberts & Owen LLC beneficially own   
approximately 11,728 shares of Common Stock and a warrant to  
purchase 900 shares of Common Stock.  
  
Item 6.  Indemnification of Directors and Officers 
 
Section 145 of the General Corporation Law of the State of Delaware  
provides, in part, that a corporation has the power to  
indemnify any person who was or is a party or is threatened to be made a  
party to any suit or proceeding because such person is or was a  
director, officer, employee or agent of the corporation or was serving,  
at the request of the corporation, as a director, officer, employee or  
agent of another corporation, against all costs actually and reasonably  
incurred by such person in connection with such suit or proceeding if  
the person acted ingood faith and in a manner he reasonably believed to 
be in or not opposed to the best interests of the corporation.  Similar  
indemnity may be provided to such persons in connection with an action  
or suit by or in the right of the corporation, provided such person  
acted in good faith and in a manner he believed to be in or not opposed  
to the best interests of the corporation, and provided further (unless a  
court of competent jurisdiction otherwise provides) that such person has  
not been held liable to the corporation in connection with such matter.  
 
     Synergen's Certificate of Incorporation provides  
that a director  shall not be liable to Synergen or its stockholders for  
monetary damages for breach of fiduciary duty as a director, except to  
the extent arising from (a) a breach of the director's duty of loyalty,  
(b) acts or omissions not in good faith or involving intentional  
misconduct or a knowing violation of law, (c) the unlawful payment of  
dividends or the unlawful purchase or redemption of stock or (d) a  
transaction where the director received an improper personal benefit.  
  
     Under its Bylaws, Synergen must indemnify any  
director, officer, agent or employee against expenses incurred in  
connection with any action, suit or proceeding brought by a third party  
or on behalf of Synergen, provided that Synergen determines that the  
indemnified party acted in good faith and in the best interests of  
Synergen, and had no reasonable cause to believe his or her conduct was  
unlawful and, in the case of an action brought by or on behalf of  
Synergen, that the indemnified party has not been held liable for  
negligence or misconduct in the performance of his or her duty to  
Synergen.  Synergen also maintains insurance coverage for its officers  
and directors.  
  
     The above discussion of Synergen's Certificate of  
Incorporation and Bylaws, Section 145 of the General Corporation Law of  
Delaware and Synergen's insurance policy is intended to be only a  
summary.  
  
Item 7.  Exemption from Registration Claimed 
 
Not applicable.  
  
Item 8.  Exhibits 
Exhibit No. Description   
  
4.1 Restated Certificate of Incorporation of Synergen, Inc.   
effective as of June 24, 1991 (2)  
  
4.2 Certificate of Amendment to the Certificate of Incorporation of  
Synergen, Inc. effective as of June 17, 1992 (4)  
  
4.3 Amended and Restated Bylaws of Synergen, Inc. effective  
as of October 11, 1983 (1)  
  
4.4 Form of Common Stock Certificate (1)  
  
4.5 Rights Agreement, dated as of October 24, 1991, between   
Synergen, Inc. and Manufacturers Hanover Trust Company of   
California, as Rights Agent (3)  
  
4.6 Form of Certificate of Designations of Series A Junior   
Participating Preferred Stock of Synergen, Inc. (3)  
  
5.1 Legality opinion of Holme Roberts & Owen LLC  
  
23.1 Consent of Deloitte & Touche LLP
  
23.2 Consent of Holme Roberts & Owen LLC is contained in its legality  
opinion filed as Exhibit 5.1  
  
24.1 Powers of Attorney  
  
(1)Incorporated by reference herein from the Registration  
Statement on Form S-1 of Synergen, Inc. filed January 30, 1986; file   
number 33-3005.  
  
(2)Incorporated by reference herein from the Registration  
Statement on Form S-4 of Synergen, Inc. filed July 18, 1991 (as amended  
by Amendments filed August 5, 1991, September 9, 1991, November 7, 1991,  
November 13, 1991, January 31, 1992 and April 29, 1992); file number 33- 
41797.  
  
(3)Incorporated by reference herein from the Registration  
Statement on Form 8-A of Synergen, Inc. filed November 5, 1991 (as  
amended by the Form 8 Amendment of Synergen, Inc. filed November 7,  
1991); file number 0-14339.  
  
(4)Incorporated by reference herein from the Registration  
Statement on Form S-8 of Synergen, Inc. filed September 11, 1992; file  
number 33-51918.  
  
Item 9.  Undertakings 
The undersigned registrant hereby undertakes:  
  
     (1)  To file, during any period in which offers or  
sales are being made, a post-effective amendment to this registration  
statement:  
  
(i)To include any prospectus required by section 10(a)(3) of   
the Securities Act of 1933;  
  
(ii)To reflect in the prospectus any facts or events arising   
after the effective date of the registration statement (or   
the most recent post-effective amendment thereof) which,   
individually or in the aggregate, represent a fundamental   
change in the information set forth in 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) do not apply  
if the registration statement is on Form S-3   
or Form S-8, and the information required to be included in  
a post-effective amendment by those paragraphs is contained in  
periodic reports filed by the registrant pursuant to section 13 or 
section 15(d) of the Securities Exchange Act of 1934 that  
are incorporated by reference in the registration statement.  
  
     (2)  That, for the purpose of determining any liability  
under the Securities Act of 1933, each such post-effective amendment  
shall be  deemed to be a new registration statement relating to the  
securities offered therein, and the offering of such securities at that  
time shall be deemed to be the initial bona fide offering thereof.  
  
     (3)  To remove from registration by means of a post- 
effective amendment any of the securities being registered which  
remain unsold at the termination of the offering.  
  
     The undersigned registrant hereby undertakes that,  
for purposes of determining any liability under the Securities Act of  
1933, each filing of the registrant's annual report pursuant to section  
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is   
incorporated by reference in the registration statement shall be deemed  
to be a new registration statement relating to the securities offered  
therein, and the offering of such securities at that time shall be  
deemed to be the initial bona fide offering thereof.  
  
     Insofar as indemnification for liabilities arising  
under the Securities Act of 1933 may be permitted to directors,  
officers and controlling persons of the registrant pursuant to the  
foregoing provisions, or otherwise, the registrant has been advised that  
in the opinion of the Commission such indemnification is against public  
policy as expressed in the Act and is, therefore, unenforceable. In the  
event that a claim for indemnification against such liabilities (other  
than the payment by the registrant of expenses incurred or paid  
by a director, officer or controlling person of the registrant in  
the successful defense of any action, suit or proceeding) is  
asserted by such director, officer or controlling person in connection  
with the securities being registered, the registrant will, unless in the  
opinion of its counsel the matter has been settled by controlling  
precedent, submit to a court of appropriate jurisdiction the question  
whether such indemnification by it is against public policy as expressed  
in the Act and will be governed by the final adjudication of such issue.   
 
                             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 Boulder,  
State of Colorado, on September 8, 1994.  
  
     SYNERGEN, INC.,  
     a Delaware corporation  
  
  
     By s/ Kenneth J. Collins   
Kenneth J. Collins  
Executive Vice President-Finance and Administration  
  
     Pursuant to the requirements of the Securities Act  
of 1933, this Registration Statement has been signed by the following  
persons in the capacities and on the dates indicated.  
  
Signature               Title                       Date   
  
*s/ Gregory B. Abbott 
Gregory B. Abbott      Chief Executive Officer      September 8, 1994  
                        and Director  
                 (Principal Executive Officer)  
  
*s/ Larry Soll 
Larry Soll            Chairman of the Board         September 8, 1994  
                      and Director  
  
*s/ Robert C. Thompson 
Robert C. Thompson    Executive Vice President-     September 8, 1994  
                      Research and Clinical Affairs 
                      and Director  
  
*s/ Arthur H. Hayes, Jr. 
Arthur H. Hayes, Jr.  Director                      September 8, 1994  
  
*s/ David I. Hirsh 
David I. Hirsh        Director                      September 8, 1994  
  
*s/ Barry MacTaggart 
Barry MacTaggart      Director                      September 8, 1994  
  
*s/Glenn S. Utt, Jr. 
Glenn S. Utt, Jr.      Director                     September 8, 1994  
 
s/Kenneth J. Collins 
Kenneth J. Collins    Executive Vice President      September 8, 1994  
                      Finance and Administration  
                     (Principal Accounting Officer  
                       and Principal Financial Officer)   
  
*By  /s Kenneth J. Collins 
       
      Kenneth J. Collins, Attorney-in-fact