<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1996
                                                           REGISTRATION NO. 333-

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

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

                         ------------------------------
            DELAWARE                                22-2969941
    (State of Incorporation)           (I.R.S. Employer Identification No.)

                         ------------------------------
                         385 OYSTER POINT BOULEVARD, SUITE 3
                        SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                    (415) 829-1000
            (Address and telephone number of principal executive offices)

                         ------------------------------
                                   1989 STOCK PLAN
                             EMPLOYEE STOCK PURCHASE PLAN

                                    JOHN P. WALKER
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           ARRIS PHARMACEUTICAL CORPORATION
                         385 OYSTER POINT BOULEVARD, SUITE 3
                        SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                    (415) 829-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                          ----------------------------
                                      Copies to:
                               ALAN C. MENDELSON, ESQ.
                                GREGORY C. SMITH, ESQ.
                       COOLEY GODWARD CASTRO HUDDLESON & TATUM
                                FIVE PALO ALTO SQUARE
                                 3000 EL CAMINO REAL
                             PALO ALTO, CALIFORNIA 94306
                                    (415) 843-5000

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

<TABLE>
<CAPTION>
                           CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
TITLE OF                               PROPOSED MAXIMUM         PROPOSED MAXIMUM
SECURITIES             AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED       REGISTERED          SHARE (1)               PRICE (1)          REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                    <C>                    <C>
Stock Options and
Common Stock (par
value $.001)             650,000             $10.75                $6,987,500            $2,409.49
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(c).  The offering price is based upon
    the average high and low price on July 24, 1996, as reported on the Nasdaq
    National Market, pursuant to Rule 475(h) under the Securities Act of 1933,
    as amended (the "Securities Act").


<PAGE>

                                        PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference into this Registration
Statement:

    (a)  The Company's Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 0-22788), including all material incorporated by reference
therein;

    (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 (File No. 0-22788), as amended, including all material
incorporated by reference therein;

    (c)  The Company's Current Report on Form 8-K (File No. 0-21888), dated
January 5, 1996; and

    (d)  The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-22788).

    All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration statement
from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Cooley Godward Castro Huddleson & Tatum ("CGCH&T"), Palo
Alto, California.  CGCH&T and certain attorneys in such firm own an aggregate of
approximately 10,108 shares of the Company's Common Stock.  Alan C. Mendelson, a
partner of CGCH&T, is the Secretary of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Under Section 145 of the Delaware General Corporation Law the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's Bylaws also provide the Company will indemnify its directors and
executive officers, and may indemnify its other officers, employees and other
agents, to the fullest extent not prohibited by Delaware law.

    The Company's Certificate of Incorporation provides for the elimination of
liability for monetary damages for breach of the directors' fiduciary duty of
care to the Company and its stockholders. These provisions do not eliminate the
directors' duty of care and, in appropriate circumstances, equitable remedies
such an injunctive or other forms of non-monetary relief will remain available
under Delaware law.  In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company, for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for any transaction from which the director derived an
improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law.  The provision
does not affect a director's responsibilities under any other laws, such as the
federal securities laws or state or federal environmental laws.

    The Company has entered into agreements with its directors and executive
officers that require the Company to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Company or any of its affiliated enterprises, provided such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful.  The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

    In addition, the Company has entered into certain agreements in connection
with the Company's equity financings which provide for the indemnification of
directors and officers in certain circumstances, including indemnification for
liabilities arising under the Securities Act of 1933, as amended.  The Company
also

                                         II-1

<PAGE>

maintains an insurance policy for its directors and officers insuring against
certain liabilities arising in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER
- -------

5.1      Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of Cooley Godward Castro Huddleson & Tatum.  Reference is made
         to Exhibit 5.1.

24.1     Power of Attorney.  Reference is made to the Signature Page.

99.1     1989 Stock Plan, as amended.

99.2     Form of Stock Option Agreement used in connection with the 1989 Stock
         Option Plan, as amended.(1)

99.3     Employee Stock Purchase Plan, as amended.

99.4     Employee Stock Purchase Plan Offering
- --------------

(1) Incorporated herein by reference to Exhibit 10.2 to the Registrant's
    Registration Statement on Form S-1, File No. 33-69972.

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;

              (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.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high and of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) if, in the aggregate,
              the changes in volume and price represent no more than 20 percent
              change in the maximum aggregate offering price set forth in the
              "Calculation of Registration Fee" table in the effective
              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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 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, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered

                                         II-2
<PAGE>

herein, 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 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                         II-3

<PAGE>
                                       SIGNATURES

    THE REGISTRANT.  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 South San Francisco,
State of California, on July 29, 1996.


                                       ARRIS PHARMACEUTICAL CORPORATION




                                       By: /s/ John P. Walker
                                          ------------------------------------
                                                  John P. Walker
                                                  PRESIDENT, CHIEF EXECUTIVE
                                                  OFFICER AND DIRECTOR




                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John P. Walker and Daniel H. Petree, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

                                         II-4

<PAGE>

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


SIGNATURE               TITLE                              DATE

/s/ John P. Walker      President, Chief Executive         July 29, 1996
- ------------------      Officer and Director
  John P. Walker        (PRINCIPAL EXECUTIVE OFFICER)
 


/s/ Daniel H. Petree    Vice President, Corporate          July 29, 1996
- --------------------    Development and Chief
  Daniel H. Petree      Financial Officer
                        (PRINCIPAL FINANCIAL AND
                        ACCOUNTING OFFICER)


/s/ Brook H. Byers      Director                           July 29, 1996
- ------------------
  Brook H. Byers


/s/ Anthony B. Evnin    Director                           July 29, 1996
- --------------------
  Anthony B. Evnin


/s/ Michael J. Ross     Director                           July 29, 1996
- -------------------
  Michael J. Ross


- -------------------     Director                           July   , 1996
Hans U. Sievertsson


/s/ Vaughn Kailian      Director                           July 29, 1996
- ------------------
  Vaughn Kailian


                                         II-5

<PAGE>
                                     EXHIBIT INDEX


EXHIBIT
NUMBER                               DESCRIPTION

 5.1     Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1     Consent of Ernst & Young LLP, Independent Auditors
23.2     Consent of Cooley Godward Castro Huddleson & Tatum.  Reference is made
         to Exhibit 5.1.
24.1     Power of Attorney.  Reference is made to the Signature Page.
99.1     1989 Stock Plan, as amended
99.2     Form of Stock Option Agreement used in connection with the 1989 Stock
         Option Plan, as amended.(1)
99.3     Employee Stock Purchase Plan, as amended.
99.4     Employee Stock Purchase Plan Offering Document

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

(1) Incorporated herein by reference to Exhibit 10.2 to the Registrant's
    Registration Statement on Form S-1, File No. 33-69972.

                                         II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18090}]
{"company-data": {"conformed-name": "ARRIS PHARMACEUTICAL CORP/DE/", "cik": "0000913056", "assigned-sic": "2834", "irs-number": "222969941", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09095", "film-number": "96600512"}, "business-address": {"street1": "385 OYSTER POINT BLVD", "street2": "SUITE 3", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "4157378600"}, "mail-address": {"street1": "385 OYSTER POINT BLVD", "street2": "SUITE 3", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1996
                                                           REGISTRATION NO. 333-

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

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

                         ------------------------------
            DELAWARE                                22-2969941
    (State of Incorporation)           (I.R.S. Employer Identification No.)

                         ------------------------------
                         385 OYSTER POINT BOULEVARD, SUITE 3
                        SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                    (415) 829-1000
            (Address and telephone number of principal executive offices)

                         ------------------------------
                                   1989 STOCK PLAN
                             EMPLOYEE STOCK PURCHASE PLAN

                                    JOHN P. WALKER
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           ARRIS PHARMACEUTICAL CORPORATION
                         385 OYSTER POINT BOULEVARD, SUITE 3
                        SOUTH SAN FRANCISCO, CALIFORNIA 94080
                                    (415) 829-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                          ----------------------------
                                      Copies to:
                               ALAN C. MENDELSON, ESQ.
                                GREGORY C. SMITH, ESQ.
                       COOLEY GODWARD CASTRO HUDDLESON & TATUM
                                FIVE PALO ALTO SQUARE
                                 3000 EL CAMINO REAL
                             PALO ALTO, CALIFORNIA 94306
                                    (415) 843-5000

                          ----------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
TITLE OF                               PROPOSED MAXIMUM         PROPOSED MAXIMUM
SECURITIES             AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED       REGISTERED          SHARE (1)               PRICE (1)          REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
Stock Options and
Common Stock (par
value $.001)             650,000             $10.75                $6,987,500            $2,409.49
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(c).  The offering price is based upon
    the average high and low price on July 24, 1996, as reported on the Nasdaq
    National Market, pursuant to Rule 475(h) under the Securities Act of 1933,
    as amended (the "Securities Act").
PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference into this Registration
Statement:

    (a)  The Company's Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 0-22788), including all material incorporated by reference
therein;

    (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 (File No. 0-22788), as amended, including all material
incorporated by reference therein;

    (c)  The Company's Current Report on Form 8-K (File No. 0-21888), dated
January 5, 1996; and

    (d)  The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-22788).

    All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration statement
from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Cooley Godward Castro Huddleson & Tatum ("CGCH&T"), Palo
Alto, California.  CGCH&T and certain attorneys in such firm own an aggregate of
approximately 10,108 shares of the Company's Common Stock.  Alan C. Mendelson, a
partner of CGCH&T, is the Secretary of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Under Section 145 of the Delaware General Corporation Law the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's Bylaws also provide the Company will indemnify its directors and
executive officers, and may indemnify its other officers, employees and other
agents, to the fullest extent not prohibited by Delaware law.

    The Company's Certificate of Incorporation provides for the elimination of
liability for monetary damages for breach of the directors' fiduciary duty of
care to the Company and its stockholders. These provisions do not eliminate the
directors' duty of care and, in appropriate circumstances, equitable remedies
such an injunctive or other forms of non-monetary relief will remain available
under Delaware law.  In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company, for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for any transaction from which the director derived an
improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law.  The provision
does not affect a director's responsibilities under any other laws, such as the
federal securities laws or state or federal environmental laws.

    The Company has entered into agreements with its directors and executive
officers that require the Company to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Company or any of its affiliated enterprises, provided such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful.  The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

    In addition, the Company has entered into certain agreements in connection
with the Company's equity financings which provide for the indemnification of
directors and officers in certain circumstances, including indemnification for
liabilities arising under the Securities Act of 1933, as amended.  The Company
also

                                         II-1
maintains an insurance policy for its directors and officers insuring against
certain liabilities arising in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER
- -------

5.1      Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of Cooley Godward Castro Huddleson & Tatum.  Reference is made
         to Exhibit 5.1.

24.1     Power of Attorney.  Reference is made to the Signature Page.

99.1     1989 Stock Plan, as amended.

99.2     Form of Stock Option Agreement used in connection with the 1989 Stock
         Option Plan, as amended.(1)

99.3     Employee Stock Purchase Plan, as amended.

99.4     Employee Stock Purchase Plan Offering
- --------------

(1) Incorporated herein by reference to Exhibit 10.2 to the Registrant's
    Registration Statement on Form S-1, File No. 33-69972.

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;

              (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.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high and of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) if, in the aggregate,
              the changes in volume and price represent no more than 20 percent
              change in the maximum aggregate offering price set forth in the
              "Calculation of Registration Fee" table in the effective
              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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 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, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered

                                         II-2
herein, 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 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                         II-3
SIGNATURES

    THE REGISTRANT.  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 South San Francisco,
State of California, on July 29, 1996.

                                       ARRIS PHARMACEUTICAL CORPORATION

                                       By: /s/ John P. Walker
                                          ------------------------------------
                                                  John P. Walker
                                                  PRESIDENT, CHIEF EXECUTIVE
                                                  OFFICER AND DIRECTOR

                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John P. Walker and Daniel H. Petree, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

                                         II-4
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/ John P. Walker      President, Chief Executive         July 29, 1996
- ------------------      Officer and Director
  John P. Walker        (PRINCIPAL EXECUTIVE OFFICER)
 

/s/ Daniel H. Petree    Vice President, Corporate          July 29, 1996
- --------------------    Development and Chief
  Daniel H. Petree      Financial Officer
                        (PRINCIPAL FINANCIAL AND
                        ACCOUNTING OFFICER)

/s/ Brook H. Byers      Director                           July 29, 1996
- ------------------
  Brook H. Byers

/s/ Anthony B. Evnin    Director                           July 29, 1996
- --------------------
  Anthony B. Evnin

/s/ Michael J. Ross     Director                           July 29, 1996
- -------------------
  Michael J. Ross

- -------------------     Director                           July   , 1996
Hans U. Sievertsson

/s/ Vaughn Kailian      Director                           July 29, 1996
- ------------------
  Vaughn Kailian

                                         II-5
EXHIBIT INDEX

EXHIBIT
NUMBER                               DESCRIPTION

 5.1     Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1     Consent of Ernst & Young LLP, Independent Auditors
23.2     Consent of Cooley Godward Castro Huddleson & Tatum.  Reference is made
         to Exhibit 5.1.
24.1     Power of Attorney.  Reference is made to the Signature Page.
99.1     1989 Stock Plan, as amended
99.2     Form of Stock Option Agreement used in connection with the 1989 Stock
         Option Plan, as amended.(1)
99.3     Employee Stock Purchase Plan, as amended.
99.4     Employee Stock Purchase Plan Offering Document

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

(1) Incorporated herein by reference to Exhibit 10.2 to the Registrant's
    Registration Statement on Form S-1, File No. 33-69972.

                                         II-6