AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2001
                             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 Registrant 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 principal executive offices)

       NEUROCRINE BIOSCIENCES, INC. 1992 INCENTIVE STOCK PLAN, AS AMENDED
   NEUROCRINE BIOSCIENCES, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
   --------------------------------------------------------------------------
                            (Full title of the plan)

                                 GARY A. LYONS
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  AND DIRECTOR
                           10555 SCIENCE CENTER DRIVE
                          SAN DIEGO, CALIFORNIA 92121
                                 (858) 658-7600
-------------------------------------------------------------------------------
(Name, address, and telephone number, including area code, of agent for service)

                                   COPIES TO:

                              SCOTT N. WOLFE, ESQ.
                                LATHAM & WATKINS
                       12636 HIGH BLUFF DRIVE, SUITE 300
                              SAN DIEGO, CA 92130
                                 (858) 523-5400

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                      PROPOSED        PROPOSED
                                      MAXIMUM         MAXIMUM
       TITLE           AMOUNT         OFFERING       AGGREGATE       AMOUNT OF
OF SECURITIES TO        TO BE          PRICE          OFFERING     REGISTRATION
 BE REGISTERED       REGISTERED(1)   PER SHARE(2)      PRICE            FEE
------------------- -------------- -------------- --------------- --------------
Common Stock
$0.001 par value        850,000    $ 35.14-36.13   $ 30,482,800      $ 7,621
=================== ============== ============== =============== ==============

(1)  A maximum of 6,800,000  shares of common  stock were  reserved for issuance
     under the Neurocrine Biosciences, Inc. 1992 Incentive Stock Plan (the "1992
     Plan"),  6,050,000  shares of which were  previously  registered  under the
     Securities  Act of 1933,  as amended (the  "Securities  Act"),  pursuant to
     Registration  Statements  on Forms S-8  (File  Nos.  333-14589,  333-31791,
     333-57875,  333-87127 and 333-44012). A maximum of 525,000 shares of common
     stock were reserved for issuance  under the  Neurocrine  Biosciences,  Inc.
     1996 Employee  Stock  Purchase Plan (the "1996  Plan"),  425,000  shares of
     which were  previously  registered  under the Securities  Act,  pursuant to
     Registration  Statements on Forms S-8 (File Nos.  333-14589 and 333-44012).
     All shares reserved for issuance under the 1992 Plan and the 1996 Plan that
     were not previously registered are being registered hereunder.  Pursuant to
     Rule 416(a),  this  Registration  Statement shall also cover any additional
     shares of the  Registrant's  common  stock that become  issuable  under the
     plans by reason of any stock  dividend,  stock split,  recapitalization  or
     other similar  transaction  effected without receipt of consideration  that
     increases  the  number  of the  Registrant's  outstanding  shares of common
     stock.

(2)  This  estimate  is made  pursuant  to Rule  457(h)  solely for  purposes of
     calculating  the  registration  fee,  and is  determined  according  to the
     following offering price information: Of the 850,000 shares of common stock
     being registered hereunder,  (i) 230,000 shares of common stock are subject
     to outstanding  options with an exercise price of $35.14 per share and (ii)
     620,000  shares of common stock are reserved for issuance  upon exercise of
     options to be granted  in the  future.  Pursuant  to Rule  457(h),  for all
     shares of common stock being  registered  hereunder  with an exercise price
     which cannot be presently  determined (620,000 shares of common stock), the
     Proposed  Maximum  Offering Price Per Share, is $36.13 per share,  which is
     the  average of the high and low sales  prices of the  Registrant's  common
     stock as reported on the Nasdaq National Market on July 13, 2001.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

     Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with this Registration Statement.

                                     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 "SEC") by Neurocrine Biosciences, Inc. (the "Company"), are incorporated by
reference in this Registration Statement.

     (a)  The Company's  Annual Report on Form 10-K for the year ended  December
          31, 2000, filed March 30, 2001;

     (b)  The Company's Quarterly Report on Form 10-Q for the three months ended
          March 31, 2001, filed May 4, 2001;

     (c)  All other reports filed by the Company with the SEC since December 31,
          2000 pursuant to Sections  13(a) or 15(d) of the  Securities  Exchange
          Act of 1934, as amended (the "Exchange Act");

     (d)  The Company's definitive proxy statement dated April 12, 2001 filed in
          connection with its May 24, 2001 Annual Meeting of Stockholders; and

     (e)  The   description  of  the  Company's   Common  Stock   contained  the
          Registration Statement on Form 8-A filed on June 16, 1997.

     All documents filed by the Company pursuant to Sections 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  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 applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

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,  (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  Certificate 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(1)        Form of Common Stock Certificate
 4.2*          Neurocrine Biosciences, Inc. 1992 Incentive Stock Option Plan,
                 as amended
 4.3*          Neurocrine Biosciences, Inc. 1996 Employee Stock Purchase Plan,
                 as amended
 5.1*          Opinion of Latham & Watkins
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 (included in the signature page of this
                 Registration Statement)
-----------
*    Filed herewith.

(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).


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;

               (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.  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 SEC  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   this
                    Registration  Statement  or  any  material  change  to  such
                    information  in  this  Registration   Statement;   provided,
                    however,  that the  undertakings  set  forth  in  paragraphs
                    (a)(1)(i)  and   (a)(1)(ii)   above  do  not  apply  if  the
                    Registration Statement is on Form S-3, Form S-8 or Form F-3,
                    and  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 SEC by the
                    Registrant  pursuant to Section 13 or 15(d) of the  Exchange
                    Act that are incorporated by reference in 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.

          (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 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 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 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
          SEC 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.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, 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 16 day of July 2001.

                              NEUROCRINE BIOSCIENCES, INC.


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


<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 SEC, 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, THIS  REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING  PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.


<PAGE>


SIGNATURE                      TITLE                                    DATE

/s/ Gary A. Lyons            President, Chief Executive Officer    July 16, 2001
------------------------      and Director (Principal Executive Officer)
Gary A. Lyons


/s/ Paul W. Hawran           Chief Financial Officer (Principal    July 16, 2001
------------------------       Financing and Accounting Officer)
Paul W. Hawran


/s/ Joseph A. Mollica        Chairman of the Board of Directors    July 16, 2001
------------------------
Joseph A. Mollica

/s/ Richard F. Pops          Director                              July 16, 2001
------------------------
Richard F. Pops

/s/ Stephen A. Sherwin       Director                              July 16, 2001
------------------------
Stephen A. Sherwin

/s/ Lawrence J. Steinman     Director                              July 16, 2001
------------------------
Lawrence J. Steinman

/s/ Wylie W. Vale            Director                              July 16, 2001
------------------------
Wylie W. Vale


<PAGE>



                                INDEX TO EXHIBITS

 Exhibit
 Number            Document

  4.1(1)        Form of Common Stock Certificate
  4.2*          Neurocrine Biosciences, Inc. 1992 Incentive Stock Option Plan,
                 as amended
  4.3*          Neurocrine Biosciences, Inc. 1996 Employee Stock Purchase Plan,
                 as amended
  5.1*          Opinion of Latham & Watkins
 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 (included in the signature page of this
                  Registration Statement)
----------
*    Filed herewith.

(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).
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "REGISTRATION OF COMMON SHARES FOR BENEFIT PLANS", "secsgml_size_bytes": 19280}]
{"company-data": {"conformed-name": "NEUROCRINE BIOSCIENCES INC", "cik": "0000914475", "assigned-sic": "2836", "irs-number": "330525145", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65198", "film-number": "1682061"}, "business-address": {"street1": "10555 SCIENCE CENTER DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8586587600"}, "mail-address": {"street1": "10555 SCIENCE CENTER DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2001
                             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 Registrant 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 principal executive offices)

       NEUROCRINE BIOSCIENCES, INC. 1992 INCENTIVE STOCK PLAN, AS AMENDED
   NEUROCRINE BIOSCIENCES, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
   --------------------------------------------------------------------------
                            (Full title of the plan)

                                 GARY A. LYONS
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  AND DIRECTOR
                           10555 SCIENCE CENTER DRIVE
                          SAN DIEGO, CALIFORNIA 92121
                                 (858) 658-7600
-------------------------------------------------------------------------------
(Name, address, and telephone number, including area code, of agent for service)

                                   COPIES TO:

                              SCOTT N. WOLFE, ESQ.
                                LATHAM & WATKINS
                       12636 HIGH BLUFF DRIVE, SUITE 300
                              SAN DIEGO, CA 92130
                                 (858) 523-5400

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                      PROPOSED        PROPOSED
                                      MAXIMUM         MAXIMUM
       TITLE           AMOUNT         OFFERING       AGGREGATE       AMOUNT OF
OF SECURITIES TO        TO BE          PRICE          OFFERING     REGISTRATION
 BE REGISTERED       REGISTERED(1)   PER SHARE(2)      PRICE            FEE
------------------- -------------- -------------- --------------- --------------
Common Stock
$0.001 par value        850,000    $ 35.14-36.13   $ 30,482,800      $ 7,621
=================== ============== ============== =============== ==============

(1)  A maximum of 6,800,000  shares of common  stock were  reserved for issuance
     under the Neurocrine Biosciences, Inc. 1992 Incentive Stock Plan (the "1992
     Plan"),  6,050,000  shares of which were  previously  registered  under the
     Securities  Act of 1933,  as amended (the  "Securities  Act"),  pursuant to
     Registration  Statements  on Forms S-8  (File  Nos.  333-14589,  333-31791,
     333-57875,  333-87127 and 333-44012). A maximum of 525,000 shares of common
     stock were reserved for issuance  under the  Neurocrine  Biosciences,  Inc.
     1996 Employee  Stock  Purchase Plan (the "1996  Plan"),  425,000  shares of
     which were  previously  registered  under the Securities  Act,  pursuant to
     Registration  Statements on Forms S-8 (File Nos.  333-14589 and 333-44012).
     All shares reserved for issuance under the 1992 Plan and the 1996 Plan that
     were not previously registered are being registered hereunder.  Pursuant to
     Rule 416(a),  this  Registration  Statement shall also cover any additional
     shares of the  Registrant's  common  stock that become  issuable  under the
     plans by reason of any stock  dividend,  stock split,  recapitalization  or
     other similar  transaction  effected without receipt of consideration  that
     increases  the  number  of the  Registrant's  outstanding  shares of common
     stock.

(2)  This  estimate  is made  pursuant  to Rule  457(h)  solely for  purposes of
     calculating  the  registration  fee,  and is  determined  according  to the
     following offering price information: Of the 850,000 shares of common stock
     being registered hereunder,  (i) 230,000 shares of common stock are subject
     to outstanding  options with an exercise price of $35.14 per share and (ii)
     620,000  shares of common stock are reserved for issuance  upon exercise of
     options to be granted  in the  future.  Pursuant  to Rule  457(h),  for all
     shares of common stock being  registered  hereunder  with an exercise price
     which cannot be presently  determined (620,000 shares of common stock), the
     Proposed  Maximum  Offering Price Per Share, is $36.13 per share,  which is
     the  average of the high and low sales  prices of the  Registrant's  common
     stock as reported on the Nasdaq National Market on July 13, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

     Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with this Registration Statement.

                                     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 "SEC") by Neurocrine Biosciences, Inc. (the "Company"), are incorporated by
reference in this Registration Statement.

     (a)  The Company's  Annual Report on Form 10-K for the year ended  December
          31, 2000, filed March 30, 2001;

     (b)  The Company's Quarterly Report on Form 10-Q for the three months ended
          March 31, 2001, filed May 4, 2001;

     (c)  All other reports filed by the Company with the SEC since December 31,
          2000 pursuant to Sections  13(a) or 15(d) of the  Securities  Exchange
          Act of 1934, as amended (the "Exchange Act");

     (d)  The Company's definitive proxy statement dated April 12, 2001 filed in
          connection with its May 24, 2001 Annual Meeting of Stockholders; and

     (e)  The   description  of  the  Company's   Common  Stock   contained  the
          Registration Statement on Form 8-A filed on June 16, 1997.

     All documents filed by the Company pursuant to Sections 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  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 applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

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,  (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  Certificate 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(1)        Form of Common Stock Certificate
 4.2*          Neurocrine Biosciences, Inc. 1992 Incentive Stock Option Plan,
                 as amended
 4.3*          Neurocrine Biosciences, Inc. 1996 Employee Stock Purchase Plan,
                 as amended
 5.1*          Opinion of Latham & Watkins
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 (included in the signature page of this
                 Registration Statement)
-----------
*    Filed herewith.

(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).

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;

               (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.  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 SEC  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   this
                    Registration  Statement  or  any  material  change  to  such
                    information  in  this  Registration   Statement;   provided,
                    however,  that the  undertakings  set  forth  in  paragraphs
                    (a)(1)(i)  and   (a)(1)(ii)   above  do  not  apply  if  the
                    Registration Statement is on Form S-3, Form S-8 or Form F-3,
                    and  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 SEC by the
                    Registrant  pursuant to Section 13 or 15(d) of the  Exchange
                    Act that are incorporated by reference in 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.

          (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 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 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 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
          SEC 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.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, 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 16 day of July 2001.

                              NEUROCRINE BIOSCIENCES, INC.

                              By:    /s/ Gary A. Lyons
                                   ------------------------------------
                                   Gary A. Lyons
                                   President and Chief Executive Officer
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 SEC, 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, 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 Officer    July 16, 2001
------------------------      and Director (Principal Executive Officer)
Gary A. Lyons

/s/ Paul W. Hawran           Chief Financial Officer (Principal    July 16, 2001
------------------------       Financing and Accounting Officer)
Paul W. Hawran

/s/ Joseph A. Mollica        Chairman of the Board of Directors    July 16, 2001
------------------------
Joseph A. Mollica

/s/ Richard F. Pops          Director                              July 16, 2001
------------------------
Richard F. Pops

/s/ Stephen A. Sherwin       Director                              July 16, 2001
------------------------
Stephen A. Sherwin

/s/ Lawrence J. Steinman     Director                              July 16, 2001
------------------------
Lawrence J. Steinman

/s/ Wylie W. Vale            Director                              July 16, 2001
------------------------
Wylie W. Vale
INDEX TO EXHIBITS

 Exhibit
 Number            Document

  4.1(1)        Form of Common Stock Certificate
  4.2*          Neurocrine Biosciences, Inc. 1992 Incentive Stock Option Plan,
                 as amended
  4.3*          Neurocrine Biosciences, Inc. 1996 Employee Stock Purchase Plan,
                 as amended
  5.1*          Opinion of Latham & Watkins
 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 (included in the signature page of this
                  Registration Statement)
----------
*    Filed herewith.

(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).