<PAGE>

        As filed with the Securities and Exchange Commission on August 28, 1997
                                                           Registration No. 333-

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

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

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

                                ----------------------
                              DURA PHARMACEUTICALS, INC.
                (Exact name of registrant as specified in its charter)
         DELAWARE                                     95-3645543
(State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)
                     7475 LUSK BLVD., SAN DIEGO, CALIFORNIA 92121
                (Address of principal executive offices)    (Zip Code)

                                ----------------------
                              DURA PHARMACEUTICALS, INC.
                                1992 STOCK OPTION PLAN
                              (Full title of the plans)

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

                                    Cam L. Garner
                   Chairman, President and Chief Executive Officer
                              DURA PHARMACEUTICALS, INC.
                     7475 LUSK BLVD., SAN DIEGO, CALIFORNIA 92121
                       (Name and address of agent for service)
                                    (619) 457-2553
            (Telephone number, including area code, of agent for service)

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

    This Registration Statement shall become effective immediately upon filing
    with the Securities and Exchange Commission, and sales of the registered
    securities will thereafter be effected upon option exercises or share
    issuances effected under the Company's 1992 Stock Option Plan.

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

                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
                                              Proposed     Proposed
 Title of                                     Maximum       Maximum
Securities                     Amount         Offering     Aggregate       Amount of
  to be                        to be           Price       Offering       Registration
Registered                   Registered      per Share       Price            Fee
----------                   ----------      ---------       -----            ---
<S>                       <C>                <C>           <C>              <C>
Common Stock (under 1992
Stock Option Plan) .....  1,600,000 shares(1)  $35.38(2)   $56,608,000(2)   $17,153.94

</TABLE>
 
_____________________________
(1) Includes 1,600,000 shares of Common Stock issuable under the Company's 1992
    Stock Option Plan (the "Plan") pursuant to an amendment to the Plan
    approved by the Company's shareholders on May 28, 1997.  This Registration
    Statement shall also cover any additional shares of Common Stock which
    become issuable under the Plan by reason of any stock dividend, stock
    split, recapitalization or other similar transaction effected without the
    receipt of consideration which results in an increase in the number of the
    Company's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of computing the amount of the
    registration fee under Rules 457(h) and 457(c) of the Securities Act of
    1933, as amended.
<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


    Dura Pharmaceuticals, Inc. (the "Registrant") hereby files this
Registration Statement with the Securities and Exchange Commission (the
"Commission") on Form S-8 to register 1,600,000 shares of the Registrant's
Common Stock for issuance pursuant to options granted under the Registrant's
1992 Stock Option Plan, as amended.

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Commission:

              (a)  The Registrant's Annual Report on Form 10-K for the
              fiscal year ended December 31, 1996, filed with the
              Commission pursuant to Section 13(a) of the Securities
              Exchange Act of 1934, as amended (the "Exchange Act").

              (b)  The Registrant's Quarterly Report on Form 10-Q for
              the fiscal quarter ended March 31, 1997.

              (c)  The Registrant's Quarterly Report on Form 10-Q for
              the fiscal quarter ended June 30, 1997.

              (d)  The Registrant's Proxy Statement dated April 16,
              1997 in connection with the Annual Meeting of
              Shareholders held on May 28, 1997.

              (e)  The Registrant's Current Report on Form 8-K filed May
              22, 1997.

              (f)  The Registrant's Registration Statement on Form 8-A,
              filed with the Commission July 22, 1997 pursuant to Section
              12 of the Exchange Act, in which there is described the
              terms, rights and provisions applicable to the Registrant's
              outstanding Common Stock.

              All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

              Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

              The law firm of Brobeck, Phleger & Harrison LLP has provided an
opinion of counsel as to the validity of the issuance of the Common Stock
offered under this Registration Statement.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS


                                        II-1.
<PAGE>

    (a)  Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Company under certain
conditions and subject to certain limitations.  Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.

    (b)  Article VII, Section (1) of the Bylaws of the Company provides that
the Company shall indemnify its directors and executive officers to the fullest
extent not prohibited by the Delaware General Corporation Law.  The rights to
indemnity thereunder continue as to a person who has ceased to be a director,
officer, employee or agent and inure to the benefit of the heirs, executors and
administrators of the person.  In addition, expenses incurred by a director or
executive officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding by reason of the fact that he or she is
or was a director or officer of the Company (or was serving at the Company's
request as a director or officer of another corporation) shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Company as authorized by the relevant section
of the Delaware General Corporation Law.

    (c)  As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, Article V, Section (A) of the Company's Certificate of Incorporation
provides that a director of the Company shall not be personally liable 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 Company or
its stockholders, (ii) for acts or omissions not in good faith or acts or
omissions that 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 any improper personal benefit.

    (d)  The Company intends to enter into indemnification agreements with each
of its directors and executive officers, effective upon reincorporation of the
Company in July 1997.

    (e)  There is directors and officers liability insurance now in effect
which insures directors and officers of the Company.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

              Not Applicable.

Item 8.  EXHIBITS

Exhibit Number   Exhibits
--------------   --------

   5.1           Opinion of Brobeck, Phleger & Harrison LLP.
  23.1           Independent Auditors' Consent - Deloitte & Touche LLP.
  23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                 Exhibit 5.
  24.1           Power of Attorney.  Reference is made to page II-5 of this
                 Registration Statement.
  99.1           Dura Pharmaceuticals, Inc. 1992 Stock Option Plan, as amended.
  99.2           Form of Notice of Grant
  99.3           Form of Stock Option Agreement

Item 9.  UNDERTAKINGS

              A.   The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which


                                        II-2.
<PAGE>

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 this Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in this 
Registration Statement, and (iii) to include any material information with 
respect to the plan of distribution not previously disclosed in this 
Registration Statement or any material change to such information in this 
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) 
shall not apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in periodic reports 
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 
Exchange Act that are incorporated by reference into this 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; and (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 Registrant's 1992 Stock Option Plan.

         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 Section 15(d) of the 
Exchange Act that is incorporated by reference into this 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 in the initial bona fide offering thereof.

         C.   Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been informed that in the opinion of the 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.

                                        II-3.
<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8, and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of San Diego, State of California, on 
this 28th day of August, 1997.

                        DURA PHARMACEUTICALS, INC.



                        By: /s/ Cam L. Garner
                           ---------------------------------------------------
                             Cam L. Garner
                             Chairman, President and Chief Executive Officer

                                  POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:

    That the undersigned officers and directors of Dura Pharmaceuticals, Inc.,
a Delaware corporation, do hereby constitute and appoint Cam L. Garner and James
W. Newman, and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement.  Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.  This Power of Attorney may be signed in several counterparts.

    IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ Cam L. Garner                 Chairman, President and Chief Executive         August 28, 1997
-------------------------------    Officer (Principal Executive Officer)
Cam L. Garner

/s/ James W. Newman               Senior Vice President, Finance and              August 28, 1997
-------------------------------    Administration and Chief Financial Officer
James W. Newman                   (Principal Financial and Accounting Officer)

/s/ James C. Blair                Director                                        August 28, 1997
-------------------------------
James C. Blair

/s/ Joseph C. Cook                Director                                        August 28, 1997
-------------------------------
Joseph C. Cook

/s/ Herbert J. Conrad             Director                                        August 28, 1997
-------------------------------
Herbert J. Conrad

/s/ David F. Hale                 Director                                        August 28, 1997
-------------------------------
David F. Hale

/s/ David S. Kabakoff             Executive Vice President and Director           August 28, 1997
-------------------------------
David S. Kabakoff

/s/ Gordon V. Ramseier            Director                                        August 28, 1997
-------------------------------
Gordon V. Ramseier

/s/ Charles G. Smith              Director                                        August 28, 1997
-------------------------------
Charles G. Smith

/s/ Walter F. Spath               Senior Vice President, Sales and                August 28, 1997
-------------------------------    Marketing and Director
Walter F. Spath

</TABLE>
 
                                        II-4.
<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION

                                   WASHINGTON, D.C.



                                       EXHIBITS

                                          TO

                                       FORM S-8

                                        UNDER

                                SECURITIES ACT OF 1933


                              DURA PHARMACEUTICALS, INC.


<PAGE>

                                    EXHIBIT INDEX


    Exhibit
    Number    Exhibit
    ------    -------

     5.1      Opinion of Brobeck, Phleger & Harrison LLP.
    23.1      Independent Auditors' Consent - Deloitte & Touche LLP.
    23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in
              Exhibit 5.
    24.1      Power of Attorney.  Reference is made to page II-5 of this
              Registration Statement.
    99.1      Dura Pharmaceuticals, Inc. 1992 Stock Option Plan, as amended.
    99.2      Form of Notice of Grant.
    99.3      Form of Stock Option Agreement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19211}]
{"company-data": {"conformed-name": "DURA PHARMACEUTICALS INC/CA", "cik": "0000882098", "assigned-sic": "2834", "irs-number": "953645543", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34551", "film-number": "97672079"}, "business-address": {"street1": "7475 LUSK BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6194572553"}, "mail-address": {"street1": "5880 PACIFIC CENTER BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92121-4204"}}
As filed with the Securities and Exchange Commission on August 28, 1997
                                                           Registration No. 333-

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

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

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

                                ----------------------
                              DURA PHARMACEUTICALS, INC.
                (Exact name of registrant as specified in its charter)
         DELAWARE                                     95-3645543
(State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)
                     7475 LUSK BLVD., SAN DIEGO, CALIFORNIA 92121
                (Address of principal executive offices)    (Zip Code)

                                ----------------------
                              DURA PHARMACEUTICALS, INC.
                                1992 STOCK OPTION PLAN
                              (Full title of the plans)

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

                                    Cam L. Garner
                   Chairman, President and Chief Executive Officer
                              DURA PHARMACEUTICALS, INC.
                     7475 LUSK BLVD., SAN DIEGO, CALIFORNIA 92121
                       (Name and address of agent for service)
                                    (619) 457-2553
            (Telephone number, including area code, of agent for service)

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

    This Registration Statement shall become effective immediately upon filing
    with the Securities and Exchange Commission, and sales of the registered
    securities will thereafter be effected upon option exercises or share
    issuances effected under the Company's 1992 Stock Option Plan.

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

                           CALCULATION OF REGISTRATION FEE
Proposed     Proposed
 Title of                                     Maximum       Maximum
Securities                     Amount         Offering     Aggregate       Amount of
  to be                        to be           Price       Offering       Registration
Registered                   Registered      per Share       Price            Fee
----------                   ----------      ---------       -----            ---
Common Stock (under 1992
Stock Option Plan) .....  1,600,000 shares(1)  $35.38(2)   $56,608,000(2)   $17,153.94
_____________________________
(1) Includes 1,600,000 shares of Common Stock issuable under the Company's 1992
    Stock Option Plan (the "Plan") pursuant to an amendment to the Plan
    approved by the Company's shareholders on May 28, 1997.  This Registration
    Statement shall also cover any additional shares of Common Stock which
    become issuable under the Plan by reason of any stock dividend, stock
    split, recapitalization or other similar transaction effected without the
    receipt of consideration which results in an increase in the number of the
    Company's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of computing the amount of the
    registration fee under Rules 457(h) and 457(c) of the Securities Act of
    1933, as amended.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Dura Pharmaceuticals, Inc. (the "Registrant") hereby files this
Registration Statement with the Securities and Exchange Commission (the
"Commission") on Form S-8 to register 1,600,000 shares of the Registrant's
Common Stock for issuance pursuant to options granted under the Registrant's
1992 Stock Option Plan, as amended.

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Commission:

              (a)  The Registrant's Annual Report on Form 10-K for the
              fiscal year ended December 31, 1996, filed with the
              Commission pursuant to Section 13(a) of the Securities
              Exchange Act of 1934, as amended (the "Exchange Act").

              (b)  The Registrant's Quarterly Report on Form 10-Q for
              the fiscal quarter ended March 31, 1997.

              (c)  The Registrant's Quarterly Report on Form 10-Q for
              the fiscal quarter ended June 30, 1997.

              (d)  The Registrant's Proxy Statement dated April 16,
              1997 in connection with the Annual Meeting of
              Shareholders held on May 28, 1997.

              (e)  The Registrant's Current Report on Form 8-K filed May
              22, 1997.

              (f)  The Registrant's Registration Statement on Form 8-A,
              filed with the Commission July 22, 1997 pursuant to Section
              12 of the Exchange Act, in which there is described the
              terms, rights and provisions applicable to the Registrant's
              outstanding Common Stock.

              All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

              Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

              The law firm of Brobeck, Phleger & Harrison LLP has provided an
opinion of counsel as to the validity of the issuance of the Common Stock
offered under this Registration Statement.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                                        II-1.
(a)  Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Company under certain
conditions and subject to certain limitations.  Section 145 of the Delaware
General Corporation Law also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers and directors against
any liability asserted against such person and incurred by him or her in such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of Section 145 of the Delaware General Corporation Law.

    (b)  Article VII, Section (1) of the Bylaws of the Company provides that
the Company shall indemnify its directors and executive officers to the fullest
extent not prohibited by the Delaware General Corporation Law.  The rights to
indemnity thereunder continue as to a person who has ceased to be a director,
officer, employee or agent and inure to the benefit of the heirs, executors and
administrators of the person.  In addition, expenses incurred by a director or
executive officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding by reason of the fact that he or she is
or was a director or officer of the Company (or was serving at the Company's
request as a director or officer of another corporation) shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Company as authorized by the relevant section
of the Delaware General Corporation Law.

    (c)  As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, Article V, Section (A) of the Company's Certificate of Incorporation
provides that a director of the Company shall not be personally liable 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 Company or
its stockholders, (ii) for acts or omissions not in good faith or acts or
omissions that 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 any improper personal benefit.

    (d)  The Company intends to enter into indemnification agreements with each
of its directors and executive officers, effective upon reincorporation of the
Company in July 1997.

    (e)  There is directors and officers liability insurance now in effect
which insures directors and officers of the Company.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

              Not Applicable.

Item 8.  EXHIBITS

Exhibit Number   Exhibits
--------------   --------

   5.1           Opinion of Brobeck, Phleger & Harrison LLP.
  23.1           Independent Auditors' Consent - Deloitte & Touche LLP.
  23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                 Exhibit 5.
  24.1           Power of Attorney.  Reference is made to page II-5 of this
                 Registration Statement.
  99.1           Dura Pharmaceuticals, Inc. 1992 Stock Option Plan, as amended.
  99.2           Form of Notice of Grant
  99.3           Form of Stock Option Agreement

Item 9.  UNDERTAKINGS

              A.   The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which

                                        II-2.
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 this Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in this 
Registration Statement, and (iii) to include any material information with 
respect to the plan of distribution not previously disclosed in this 
Registration Statement or any material change to such information in this 
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) 
shall not apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in periodic reports 
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 
Exchange Act that are incorporated by reference into this 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; and (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 Registrant's 1992 Stock Option Plan.

         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 Section 15(d) of the 
Exchange Act that is incorporated by reference into this 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 in the initial bona fide offering thereof.

         C.   Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been informed that in the opinion of the 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.

                                        II-3.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8, and has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of San Diego, State of California, on 
this 28th day of August, 1997.

                        DURA PHARMACEUTICALS, INC.

                        By: /s/ Cam L. Garner
                           ---------------------------------------------------
                             Cam L. Garner
                             Chairman, President and Chief Executive Officer

                                  POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:

    That the undersigned officers and directors of Dura Pharmaceuticals, Inc.,
a Delaware corporation, do hereby constitute and appoint Cam L. Garner and James
W. Newman, and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement.  Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.  This Power of Attorney may be signed in several counterparts.

    IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                    Title                             Date
         ---------                                    -----                             ----
/s/ Cam L. Garner                 Chairman, President and Chief Executive         August 28, 1997
-------------------------------    Officer (Principal Executive Officer)
Cam L. Garner

/s/ James W. Newman               Senior Vice President, Finance and              August 28, 1997
-------------------------------    Administration and Chief Financial Officer
James W. Newman                   (Principal Financial and Accounting Officer)

/s/ James C. Blair                Director                                        August 28, 1997
-------------------------------
James C. Blair

/s/ Joseph C. Cook                Director                                        August 28, 1997
-------------------------------
Joseph C. Cook

/s/ Herbert J. Conrad             Director                                        August 28, 1997
-------------------------------
Herbert J. Conrad

/s/ David F. Hale                 Director                                        August 28, 1997
-------------------------------
David F. Hale

/s/ David S. Kabakoff             Executive Vice President and Director           August 28, 1997
-------------------------------
David S. Kabakoff

/s/ Gordon V. Ramseier            Director                                        August 28, 1997
-------------------------------
Gordon V. Ramseier

/s/ Charles G. Smith              Director                                        August 28, 1997
-------------------------------
Charles G. Smith

/s/ Walter F. Spath               Senior Vice President, Sales and                August 28, 1997
-------------------------------    Marketing and Director
Walter F. Spath
II-4.
SECURITIES AND EXCHANGE COMMISSION

                                   WASHINGTON, D.C.

                                       EXHIBITS

                                          TO

                                       FORM S-8

                                        UNDER

                                SECURITIES ACT OF 1933

                              DURA PHARMACEUTICALS, INC.
EXHIBIT INDEX

    Exhibit
    Number    Exhibit
    ------    -------

     5.1      Opinion of Brobeck, Phleger & Harrison LLP.
    23.1      Independent Auditors' Consent - Deloitte & Touche LLP.
    23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in
              Exhibit 5.
    24.1      Power of Attorney.  Reference is made to page II-5 of this
              Registration Statement.
    99.1      Dura Pharmaceuticals, Inc. 1992 Stock Option Plan, as amended.
    99.2      Form of Notice of Grant.
    99.3      Form of Stock Option Agreement.