As filed with the Securities and Exchange Commission on September 15, 1999
                                             Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                          NEUROCRINE BIOSCIENCES, INC.
               (Exact name of Company as specified in its charter)

            Delaware                            33-0525145
     (State of incorporation)        (I.R.S. Employer Identification No.)

                           10555 Science Center Drive
                           San Diego, California 92121
     (Address, including zip code, of Company's principal executive offices)


                        AMENDED 1992 INCENTIVE STOCK PLAN
                            (Full title of the plan)


                                  GARY A. LYONS
                       President, Chief Executive Officer
                                  and Director
                           10555 Science Center Drive
                           San Diego, California 92121
                                 (619) 658-7600

(Name, address, and telephone number, including area code, of agent for service)

                                   Copies to:
                            Michael W. Sturrock, Esq.
                                Latham & Watkins
                        633 West Fifth Street, Suite 4000
                          Los Angeles, California 90071
                                 (213) 485-1234


                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
                                          Proposed     Proposed
                                          Maximum      Maximum
Title of Each Class    Amount of Shares   Offering     Aggregate     Amount of
 of Securities to          to be            Price      Offering    Registration
  be Registered         Registered(1)    Per Share(2)  Price(2)        Fee(3)
________________________________________________________________________________
Common Stock
  $0.001 par value         600,000        $ 4.78125   $ 2,868,750    $ 797.51
____________________
(1)    The Amended 1992 Incentive Plan (the "Plan") authorizes the issuance of a
       maximum of 5,300,000  shares of common stock of  Neurocrine  Biosciences,
       Inc. (the  "Company")  plus  substitutions  or  adjustments  to shares to
       account  for any  change  in  corporate  capitalization,  such as a stock
       split, any merger, consolidation,  recapitalization or other distribution
       of  stock or  property.  The  Company  previously  registered  3,300,000,
       800,000 and 600,000  shares of common stock under the Plan on October 21,
       1996, July 22, 1997 and June 26, 1998, respectively.
(2)    Estimated  solely for purposes of computing the  registration fee for the
       600,000 additional shares registered  herewith.  Pursuant to Rule 457(c),
       the proposed  Maximum  Offering  Price Per Share is based on the high and
       low  trading  prices of the  Company's  common  stock as  reported on the
       Nasdaq National Market System on September 10, 1999.
(3)    Relates solely to the 600,000 additional shares registered herewith.

================================================================================

<PAGE>

         On May 21, 1999, the  stockholders of Neurocrine  Biosciences,  Inc., a
Delaware  corporation  (the  "Company"),  approved an amendment to the Company's
Amended 1992 Incentive  Stock Plan (the "Plan") to increase the number of shares
of common stock, par value $0.001 per share, of the Company (the "Common Stock")
reserved for issuance thereunder from 4,700,000 to 5,300,000.  This Registration
Statement  on Form S-8 (this  "Registration  Statement")  is being  filed by the
Company to increase  the number of shares of Common Stock  registered  under the
Plan to 5,300,000 shares. The Company  previously filed Registration  Statements
on Form S-8 on October  21, 1996 (File No.  333-14589),  July 22, 1997 (File no.
333-31791) and June 26, 1998 (File No. 333-57875) to register 3,300,000, 800,000
and  600,000  shares  under  the  Plan,  respectively.   The  contents  of  such
Registration Statements are incorporated herein by reference.


                                     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") by the Company,  are incorporated by reference in
this Registration Statement.

(a) The Company's  Annual Report on Form 10-K for the fiscal year ended December
31, 1998;  (b) The  Company's  Quarterly  Report on Form 10-Q for the  quarterly
period ended March 31, 1999; and (c) The Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999.

              All  documents  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"), after the date of this Registration  Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold,  are
incorporated by reference in this  Registration  Statement and are a part hereof
from the date of filing such  documents.  Any statement  contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.       Description of Securities.

                  Not required to be filed with this Registration Statement.

Item 5.       Interests of Named Experts and Counsel.

                  Not applicable.


                                   Page II-1
<PAGE>

Item 6.       Indemnification of Directors and Officers.

              Section 145 of the  Delaware  General  Corporation  Law  generally
allows  the  Company to  indemnify  directors  and  officers  for all  expenses,
judgments, fines and amounts in settlement actually paid and reasonably incurred
in connection with any proceedings so long as such party acted in good faith and
in a manner  reasonably  believed to be in or not opposed to the Company's  best
interests  and, with respect to any criminal  proceedings,  if such party had no
reasonable  cause to believe his or her conduct to be unlawful.  Indemnification
may only be made by the Company if the applicable  standard of conduct set forth
in Section 145 has been met by the indemnified  party upon a determination  made
(i) by the Board of Directors by a majority  vote of the  directors  who are not
parties to such  proceedings,  even though less than a quorum,  or (ii) if there
are no such  directors,  or if such directors so direct,  by  independent  legal
counsel in a written opinion, or (iii) by the stockholders.

              Article VII of the Company's  Restated  Articles of  Incorporation
and Article VI,  Sections 6.1, 6.2 and 6.3 of the Company's  Bylaws  provide for
indemnification  of its directors and officers,  and permit  indemnification  of
employees  and other  agents to the maximum  extent  permitted  by the  Delaware
General   Corporation   Law.  In   addition,   the  Company  has  entered   into
indemnification agreements with its officers and directors.

Item 7.       Exemption From Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

              The  following  is a list  of  exhibits  filed  as  part  of  this
Registration Statement, which are incorporated herein:

Exhibit
Number          Document
-------         ----------------------------------------------------------------
 4.1            Form of Lock-Up Agreement(1).

 4.2            Form of Common Stock Certificate(1).

 4.3            Form of warrant issued to existing warrant holders(1).

 4.4            Form of Series A warrant issued in connection with the execution
                by the Company of the Unit Purchase Agreement, dated January 19,
                1996, by and between the Company,  Neuroscience Pharma, Inc. and
                the investors signatory thereto(1).

 4.5            New Registration  Rights  Agreement, dated March 29, 1996 by and
                among the Company and the investors signatory thereto(1).

 4.6            Letter of Intent  between  Northwest  Neurologic,  Inc.  and the
                Company dated February 27, 1998(2).

 5.1            Opinion of Latham & Watkins.

10.1            Amended 1992 Incentive Stock Plan.

23.1            Consent of Ernst & Young LLP, Independent Auditors.

23.2            Consent of Latham & Watkins (contained in Exhibit 5.1).

24.1            Power of Attorney (see page II-5).
---------------------
               (1)      Incorporated by reference to the Company's  Registration
                        Statement filed on April 3, 1996 on Form S-1, as amended
                        (File No. 333-03172).
               (2)      Incorporated  by  reference to the  Company's  Report on
                        Form 8-K filed on March 13, 1998.

                                   Page II-2
<PAGE>

Item 9.       Undertakings.

              (a)     The undersigned Company hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
are being made, a  post-effective  amendment to this  registration  statement 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.

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

                      (3) To remove from registration by means of post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

              (b) The undersigned  Company hereby  undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Company'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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (c) Insofar as  indemnification  for liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company  pursuant to the Delaware  General  Corporation Law, the Restated
Articles  of  Incorporation  or  the  Bylaws  of  the  Company,  Indemnification
Agreements  entered into between the Company and its officers and directors,  or
otherwise,  the Company 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  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company 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  hereunder,  the Company 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.


                                   Page II-3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  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 15th day
of September, 1999.

                          NEUROCRINE BIOSCIENCES, INC.


                          By: /s/ Gary A. Lyons
                          Gary A. Lyons
                          President and Chief Executive Officer


                                   Page II-4
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally, Gary A.
Lyons  and  Paul W.  Hawran  his  attorneys-in-fact,  each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

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


Signature                   Title                              Date
---------------------       ------------------------------     -----------------


/s/ Gary A. Lyons           President, Chief Executive        September 14, 1999
------------------------    Officer and Director
Gary A. Lyons               (Principal Executive Officer)


/s/ Paul W. Hawran          Chief Financial Officer           September 14, 1999
------------------------    (Principal Financing and
Paul W. Hawran               Accounting Officer)


/s/ Joseph A. Mollica       Chairman of the                   September 14, 1999
------------------------    Board of Directors
Joseph A. Mollica


/s/ Harry F. Hixson, Jr.    Director                          September 14, 1999
------------------------
Harry F. Hixson, Jr.


/s/ Richard F. Pops         Director                          September 14, 1999
------------------------
Richard F. Pops


/s/ Wylie W. Vale           Director                          September 14, 1999
------------------------
Wylie W. Vale


/s/ Stephen A. Sherwin      Director                          September 14, 1999
------------------------
Stephen A. Sherwin



                                   Page II-5
<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number          Document
---------       ----------------------------------------------------------------
 4.1            Form of Lock-Up Agreement(1).

 4.2            Form of Common Stock Certificate(1).

 4.3            Form of warrant issued to existing warrant holders(1).

 4.4            Form of Series A warrant issued in connection with the execution
                by the Company of the Unit Purchase Agreement, dated January 19,
                1996, by and between the Company,  Neuroscience Pharma, Inc. and
                the investors signatory thereto(1)

 4.5            New Registration  Rights Agreement,  dated March 29, 1996 by and
                among the Company and the investors signatory thereto(1).

 4.6            Letter of Intent  between  Northwest  NeuroLogic,  Inc.  and the
                Company dated February 27, 1998(2).

 5.1            Opinion of Latham & Watkins.

10.1            Amended 1992 Incentive Stock Plan.

23.1            Consent of Ernst & Young LLP, Independent Auditors.

23.2            Consent of Latham & Watkins (contained in Exhibit 5.1).

24.1            Power of Attorney (see page II-5).
----------------------
   (1)             Incorporated  by  reference  to  the  Company's  Registration
                   Statement  filed on April 3,  1996 on Form  S-1,  as  amended
                   (File No. 333-03172).
   (2)             Incorporated by reference to the Company's Report on Form 8-K
                   filed on March 13, 1998.

                                   Page II-6
<PAGE>
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{"company-data": {"conformed-name": "NEUROCRINE BIOSCIENCES INC", "cik": "0000914475", "assigned-sic": "2836", "irs-number": "330525145", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87127", "film-number": "99711910"}, "business-address": {"street1": "10555 SCIENCE CENTER DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "(619) 658-7600"}, "mail-address": {"street1": "10555 SCIENCE CENTER DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
As filed with the Securities and Exchange Commission on September 15, 1999
                                             Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                          NEUROCRINE BIOSCIENCES, INC.
               (Exact name of Company as specified in its charter)

            Delaware                            33-0525145
     (State of incorporation)        (I.R.S. Employer Identification No.)

                           10555 Science Center Drive
                           San Diego, California 92121
     (Address, including zip code, of Company's principal executive offices)

                        AMENDED 1992 INCENTIVE STOCK PLAN
                            (Full title of the plan)

                                  GARY A. LYONS
                       President, Chief Executive Officer
                                  and Director
                           10555 Science Center Drive
                           San Diego, California 92121
                                 (619) 658-7600

(Name, address, and telephone number, including area code, of agent for service)

                                   Copies to:
                            Michael W. Sturrock, Esq.
                                Latham & Watkins
                        633 West Fifth Street, Suite 4000
                          Los Angeles, California 90071
                                 (213) 485-1234

                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
                                          Proposed     Proposed
                                          Maximum      Maximum
Title of Each Class    Amount of Shares   Offering     Aggregate     Amount of
 of Securities to          to be            Price      Offering    Registration
  be Registered         Registered(1)    Per Share(2)  Price(2)        Fee(3)
________________________________________________________________________________
Common Stock
  $0.001 par value         600,000        $ 4.78125   $ 2,868,750    $ 797.51
____________________
(1)    The Amended 1992 Incentive Plan (the "Plan") authorizes the issuance of a
       maximum of 5,300,000  shares of common stock of  Neurocrine  Biosciences,
       Inc. (the  "Company")  plus  substitutions  or  adjustments  to shares to
       account  for any  change  in  corporate  capitalization,  such as a stock
       split, any merger, consolidation,  recapitalization or other distribution
       of  stock or  property.  The  Company  previously  registered  3,300,000,
       800,000 and 600,000  shares of common stock under the Plan on October 21,
       1996, July 22, 1997 and June 26, 1998, respectively.
(2)    Estimated  solely for purposes of computing the  registration fee for the
       600,000 additional shares registered  herewith.  Pursuant to Rule 457(c),
       the proposed  Maximum  Offering  Price Per Share is based on the high and
       low  trading  prices of the  Company's  common  stock as  reported on the
       Nasdaq National Market System on September 10, 1999.
(3)    Relates solely to the 600,000 additional shares registered herewith.

================================================================================
On May 21, 1999, the  stockholders of Neurocrine  Biosciences,  Inc., a
Delaware  corporation  (the  "Company"),  approved an amendment to the Company's
Amended 1992 Incentive  Stock Plan (the "Plan") to increase the number of shares
of common stock, par value $0.001 per share, of the Company (the "Common Stock")
reserved for issuance thereunder from 4,700,000 to 5,300,000.  This Registration
Statement  on Form S-8 (this  "Registration  Statement")  is being  filed by the
Company to increase  the number of shares of Common Stock  registered  under the
Plan to 5,300,000 shares. The Company  previously filed Registration  Statements
on Form S-8 on October  21, 1996 (File No.  333-14589),  July 22, 1997 (File no.
333-31791) and June 26, 1998 (File No. 333-57875) to register 3,300,000, 800,000
and  600,000  shares  under  the  Plan,  respectively.   The  contents  of  such
Registration Statements are incorporated herein by reference.

                                     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") by the Company,  are incorporated by reference in
this Registration Statement.

(a) The Company's  Annual Report on Form 10-K for the fiscal year ended December
31, 1998;  (b) The  Company's  Quarterly  Report on Form 10-Q for the  quarterly
period ended March 31, 1999; and (c) The Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999.

              All  documents  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"), after the date of this Registration  Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold,  are
incorporated by reference in this  Registration  Statement and are a part hereof
from the date of filing such  documents.  Any statement  contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.       Description of Securities.

                  Not required to be filed with this Registration Statement.

Item 5.       Interests of Named Experts and Counsel.

                  Not applicable.

                                   Page II-1
Item 6.       Indemnification of Directors and Officers.

              Section 145 of the  Delaware  General  Corporation  Law  generally
allows  the  Company to  indemnify  directors  and  officers  for all  expenses,
judgments, fines and amounts in settlement actually paid and reasonably incurred
in connection with any proceedings so long as such party acted in good faith and
in a manner  reasonably  believed to be in or not opposed to the Company's  best
interests  and, with respect to any criminal  proceedings,  if such party had no
reasonable  cause to believe his or her conduct to be unlawful.  Indemnification
may only be made by the Company if the applicable  standard of conduct set forth
in Section 145 has been met by the indemnified  party upon a determination  made
(i) by the Board of Directors by a majority  vote of the  directors  who are not
parties to such  proceedings,  even though less than a quorum,  or (ii) if there
are no such  directors,  or if such directors so direct,  by  independent  legal
counsel in a written opinion, or (iii) by the stockholders.

              Article VII of the Company's  Restated  Articles of  Incorporation
and Article VI,  Sections 6.1, 6.2 and 6.3 of the Company's  Bylaws  provide for
indemnification  of its directors and officers,  and permit  indemnification  of
employees  and other  agents to the maximum  extent  permitted  by the  Delaware
General   Corporation   Law.  In   addition,   the  Company  has  entered   into
indemnification agreements with its officers and directors.

Item 7.       Exemption From Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

              The  following  is a list  of  exhibits  filed  as  part  of  this
Registration Statement, which are incorporated herein:

Exhibit
Number          Document
-------         ----------------------------------------------------------------
 4.1            Form of Lock-Up Agreement(1).

 4.2            Form of Common Stock Certificate(1).

 4.3            Form of warrant issued to existing warrant holders(1).

 4.4            Form of Series A warrant issued in connection with the execution
                by the Company of the Unit Purchase Agreement, dated January 19,
                1996, by and between the Company,  Neuroscience Pharma, Inc. and
                the investors signatory thereto(1).

 4.5            New Registration  Rights  Agreement, dated March 29, 1996 by and
                among the Company and the investors signatory thereto(1).

 4.6            Letter of Intent  between  Northwest  Neurologic,  Inc.  and the
                Company dated February 27, 1998(2).

 5.1            Opinion of Latham & Watkins.

10.1            Amended 1992 Incentive Stock Plan.

23.1            Consent of Ernst & Young LLP, Independent Auditors.

23.2            Consent of Latham & Watkins (contained in Exhibit 5.1).

24.1            Power of Attorney (see page II-5).
---------------------
               (1)      Incorporated by reference to the Company's  Registration
                        Statement filed on April 3, 1996 on Form S-1, as amended
                        (File No. 333-03172).
               (2)      Incorporated  by  reference to the  Company's  Report on
                        Form 8-K filed on March 13, 1998.

                                   Page II-2
Item 9.       Undertakings.

              (a)     The undersigned Company hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
are being made, a  post-effective  amendment to this  registration  statement 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.

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

                      (3) To remove from registration by means of post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

              (b) The undersigned  Company hereby  undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Company'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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (c) Insofar as  indemnification  for liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company  pursuant to the Delaware  General  Corporation Law, the Restated
Articles  of  Incorporation  or  the  Bylaws  of  the  Company,  Indemnification
Agreements  entered into between the Company and its officers and directors,  or
otherwise,  the Company 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  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company 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  hereunder,  the Company 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.

                                   Page II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  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 15th day
of September, 1999.

                          NEUROCRINE BIOSCIENCES, INC.

                          By: /s/ Gary A. Lyons
                          Gary A. Lyons
                          President and Chief Executive Officer

                                   Page II-4
POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally, Gary A.
Lyons  and  Paul W.  Hawran  his  attorneys-in-fact,  each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

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

Signature                   Title                              Date
---------------------       ------------------------------     -----------------

/s/ Gary A. Lyons           President, Chief Executive        September 14, 1999
------------------------    Officer and Director
Gary A. Lyons               (Principal Executive Officer)

/s/ Paul W. Hawran          Chief Financial Officer           September 14, 1999
------------------------    (Principal Financing and
Paul W. Hawran               Accounting Officer)

/s/ Joseph A. Mollica       Chairman of the                   September 14, 1999
------------------------    Board of Directors
Joseph A. Mollica

/s/ Harry F. Hixson, Jr.    Director                          September 14, 1999
------------------------
Harry F. Hixson, Jr.

/s/ Richard F. Pops         Director                          September 14, 1999
------------------------
Richard F. Pops

/s/ Wylie W. Vale           Director                          September 14, 1999
------------------------
Wylie W. Vale

/s/ Stephen A. Sherwin      Director                          September 14, 1999
------------------------
Stephen A. Sherwin

                                   Page II-5
INDEX TO EXHIBITS

Exhibit
Number          Document
---------       ----------------------------------------------------------------
 4.1            Form of Lock-Up Agreement(1).

 4.2            Form of Common Stock Certificate(1).

 4.3            Form of warrant issued to existing warrant holders(1).

 4.4            Form of Series A warrant issued in connection with the execution
                by the Company of the Unit Purchase Agreement, dated January 19,
                1996, by and between the Company,  Neuroscience Pharma, Inc. and
                the investors signatory thereto(1)

 4.5            New Registration  Rights Agreement,  dated March 29, 1996 by and
                among the Company and the investors signatory thereto(1).

 4.6            Letter of Intent  between  Northwest  NeuroLogic,  Inc.  and the
                Company dated February 27, 1998(2).

 5.1            Opinion of Latham & Watkins.

10.1            Amended 1992 Incentive Stock Plan.

23.1            Consent of Ernst & Young LLP, Independent Auditors.

23.2            Consent of Latham & Watkins (contained in Exhibit 5.1).

24.1            Power of Attorney (see page II-5).
----------------------
   (1)             Incorporated  by  reference  to  the  Company's  Registration
                   Statement  filed on April 3,  1996 on Form  S-1,  as  amended
                   (File No. 333-03172).
   (2)             Incorporated by reference to the Company's Report on Form 8-K
                   filed on March 13, 1998.

                                   Page II-6